Exhibit
10.1


 


PROMISSORY
NOTE


 


Dated
as of August 30th, 2018


 


	Up to $750,000.
    	Cedar Knolls, New
    Jersey




 


FOR
VALUE RECEIVED, and subject to the terms and conditions set forth herein, MYOS RENS TECHNOLOGY INC., a Nevada corporation (the
“Maker”), hereby unconditionally promises to pay to the order of JOSEPH MANNELLO (the “Lender”,
and together with the Maker, the “Parties”), the principal amount of up to SEVEN HUNDRED AND FIFTY THOUSAND
DOLLARS ($750,000) (the “Loan”), together with all accrued interest thereon, as provided in this Promissory
Note (the “Note”, as the same may be amended, restated, supplemented or otherwise modified from time to time
in accordance with its terms).


 


1.
Definitions. Capitalized terms used herein shall have the meanings set forth in this Section 1.


 


“Business
Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New Jersey are authorized or
required by law to close.


 


“Default”
means any of the events specified in Section 6 that constitutes an Event of Default or which, upon the giving of notice, the lapse
of time, or both pursuant to Section 6 would, unless cured or waived, become an Event of Default.


 


“Event
of Default” has the meaning set forth in Section 6.


 


“Governmental
Authority” means the government of any nation or any political subdivision thereof.


 


“Law”
as to any Person, means any law (including common law), statute, ordinance, treaty, rule, regulation, policy or requirement of
any Governmental Authority and authoritative interpretations thereon, whether now or hereafter in effect, in each case, applicable
to or binding on such Person or any of its properties or to which such Person or any of its properties is subject.


 


“Lender”
has the meaning set forth in the introductory paragraph.


 


“Loan” has the meaning set forth in the introductory
paragraph.


 


“Maker” has the meaning set forth in the introductory paragraph.


 


“Maturity
Date” means the earliest of (a) the one year anniversary of the date of this Note, (b) three Business Days after the
Maker has received minimum proceeds of $1,000,000 from the sale of Maker’s net operating losses and (c) the date on which
all amounts under this Note shall become due and payable pursuant to Section 6.


 


“Person” means any individual,
corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated
organization, Governmental Authority or other entity.


 






     


     


    

 


2.
Final Payment Date; Optional Prepayments; Drawdown Requests.


 


2.1
Payment Date. The aggregate unpaid principal amount of the Loan, all accrued and unpaid interest and all other amounts
payable under this Note shall be due and payable on the Maturity Date.


 


2.2
Optional Prepayment. The Maker may prepay the Loan in whole or in part at any time or from time to time without penalty
or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. No prepaid
amount may be re-borrowed.


 


2.3
Drawdown Requests. The principal amount of this Note may be drawn down from time to time prior to December 31, 2018 (each,
a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less
than Ten Thousand Dollars ($10,000) unless agreed upon by Maker and Lender. Lender shall fund each Drawdown Request no later than
five (5) Business Days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively
under this Note is Seven Hundred Fifty Thousand Dollars ($750,000). Once an amount is drawn down under this Note, it shall not
be available for future Drawdown Requests even if prepaid. No fees, payments or other amounts shall be due to Lender in connection
with, or as a result of, any Drawdown Request by Maker.


 


3.
Interest.


 


3.1 Interest
Rate. Except as otherwise provided herein, the outstanding principal amount of the Loan made hereunder shall bear
interest at a rate equal to Five Percent (5%) per annum from the date the Loan was made until the Loan is paid in full,
whether at maturity, upon acceleration, by prepayment or otherwise.


 


3.2
Interest Payment Date. Interest shall be payable in arrears to the Lender on the Maturity Date.


 


3.3
Computation of Interest. All computations of interest shall be made on the actual number of days elapsed. Interest shall
accrue on the Loan on the day on which such Loan is made and shall not accrue on the Loan on the day on which it is paid.


 


3.4
Interest Rate Limitation. If at any time and for any reason whatsoever, the interest rate payable on the Loan shall exceed
the maximum rate of interest permitted to be charged by the Lender to the Maker under applicable Law, such interest rate shall
be reduced automatically to the maximum rate of interest permitted to be charged under applicable Law/that portion of each sum
paid attributable to that portion of such interest rate that exceeds the maximum rate of interest permitted by applicable Law
shall be deemed a voluntary prepayment of principal.


 






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4.
Payment Mechanics.


 


4.1
Manner of Payment. All payments of interest and principal shall be made in lawful money of the United States of America.


 


4.2
Application of Payments. All payments made hereunder shall be applied first, to the payment of any fees or charges outstanding
hereunder, second, to accrued interest and third, to the payment of the principal amount outstanding under the Note.


 


4.3
Business Day Convention. Whenever any payment to be made hereunder shall be due on a day that is not a Business Day, such
payment shall be made on the next succeeding Business Day and such extension will be taken into account in calculating the amount
of interest payable under this Note.


 


5.
Representations and Warranties. The Maker hereby represents and warrants to the Lender on the date hereof as follows:


 


5.1 Existence.
The Maker is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its
jurisdiction of organization.


 


5.2 Power
and Authority. The Maker has the power and authority, and the legal right, to execute and deliver this Note and to
perform its obligations hereunder.


 


5.3 Authorization;
Execution and Delivery. The execution and delivery of this Note by the Maker and the performance of its
obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable Laws. The
Maker has duly executed and delivered this Note.


 


6.
Events of Default. The occurrence of any of the following shall constitute an Event of Default hereunder:


 


6.1
Failure to Pay. The Maker fails to pay any amount of the Loan when due and such failure continues for and such failure
continues for 15 days after written notice to the Maker.


 


6.2
Breach of Representations and Warranties. Any representation or warranty made or deemed made by the Maker to the Lender
herein is incorrect in any material respect on the date as of which such representation or warranty was made or deemed made.


 


6.3
Cross-Defaults. The Maker fails to pay any of its indebtedness owing to Lender under any promissory note (other than indebtedness
under this Note) when due and such failure continues after the applicable grace period, if any, specified in the note relating
to such indebtedness.


 






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6.4
Bankruptcy.


 


(a)
the Maker commences any case, proceeding or other action (i) under any existing or future law relating to bankruptcy, insolvency,
reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate
it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition
or other relief with respect to it or its debts, or (ii) seeking appointment of a receiver, trustee, custodian, conservator or
other similar official for it or for all or any substantial part of its assets, or the Maker makes a general assignment for the
benefit of its creditors; or


 


(b)
there is commenced against the Maker any case, proceeding or other action of a nature referred to in clause (a) above which (i)
results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged
or unbonded for a period of 60 days.


 


7.
Remedies. Upon the occurrence of an Event of Default and at any time thereafter during the continuance of such Event of
Default, the Lender may at its option, by written notice to the Maker (a) declare the entire principal amount of this Note, together
with all accrued interest thereon and all other amounts payable hereunder, immediately due and payable and/or (b) exercise any
or all of its rights, powers or remedies under applicable law; provided, however that, if an Event of Default described
in Section 6.4 shall occur, the principal of and accrued interest on the Loan shall become immediately due and payable without
any notice, declaration or other act on the part of the Lender.


 


8.
Miscellaneous.


 


8.1
Notices.


 


(a)
All notices, requests or other communications required or permitted to be delivered hereunder shall be delivered in writing to
such address as a Party may from time to time specify in writing.


 


(b)
Notices if (i) mailed by certified or registered mail or sent by hand or overnight courier service shall be deemed to have been
given when received, (ii) sent by facsimile during the recipient’s normal business hours shall be deemed to have been given
when sent (and if sent after normal business hours shall be deemed to have been given at the opening of the recipient’s
business on the next business day) and (iii) sent by e-mail shall be deemed received upon the sender’s receipt of an acknowledgment
from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other
written acknowledgment).


 


8.2
Expenses. The Maker shall reimburse the Lender for all reasonable and documented out-of-pocket costs, expenses and fees
(including reasonable expenses and fees of its counsel) incurred by the Lender in connection with the enforcement of the Lender’s
rights hereunder after the occurrence, and during the continuance, of an Event of Default.


 


8.3
Governing Law. This Note and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise)
based upon, arising out of or relating to this Note and the transactions contemplated hereby shall be governed by the laws of
the State of New Jersey.


 






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8.4
Submission to Jurisdiction.


 


(a)
The Maker hereby irrevocably and unconditionally (i) agrees that any legal action, suit or proceeding arising out of or relating
to this Note may be brought in the courts of the State of New Jersey or of the United States of America for the District of New
Jersey and (ii) submits to the jurisdiction of any such court in any such action, suit or proceeding. Final judgment against the
Maker in any action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment.


 


(b)
Nothing in this Section 8.4 shall affect the right of the Lender to (i) commence legal proceedings or otherwise sue the Maker
in any other court having jurisdiction over the Maker or (ii) serve process upon the Maker in any manner authorized by the laws
of any such jurisdiction.


 


8.5 Venue.
The Maker irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any
objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to
this Note in any court referred to in Section 8.4(b) and the defense of an inconvenient forum to the maintenance of such
action or proceeding in any such court.


 


8.6
Waiver of Jury Trial. THE MAKER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED
HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY.


 


8.7
Counterparts; Integration; Effectiveness. This Note and any amendments, waivers, consents or supplements hereto may be
executed in counterparts, each of which shall constitute an original, but all taken together shall constitute a single contract.
This Note constitutes the entire contract between the Parties with respect to the subject matter hereof and supersede all previous
agreements and understandings, oral or written, with respect thereto. Delivery of an executed counterpart of a signature page
to this Note by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery
of a manually executed counterpart of this Note.


 


8.8
Successors and Assigns. This Note may not be assigned, transferred or negotiated by the Lender to any Person without the
consent of the Maker, except after 30 days written notice to the Maker if an Event of Default has occurred and is continuing.
The Maker may not assign or transfer this Note or any of its rights hereunder without the prior written consent of the Lender.
This Note shall inure to the benefit of and be binding upon the parties hereto and their heirs or successors, as applicable, and
permitted assigns.


 


8.9
Waiver of Notice. The Maker hereby waives presentment, demand for payment, protest, notice of dishonor, notice of protest
or nonpayment, notice of acceleration of maturity and diligence in connection with the enforcement of this Note or the taking
of any action to collect sums owing hereunder.


 






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8.10
Amendments and Waivers. No term of this Note may be waived, modified or amended except by an instrument in writing signed
by both of the parties hereto. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific
purpose given.


 


8.11
Headings. The headings of the various Sections and subsections herein are for reference only and shall not define, modify,
expand or limit any of the terms or provisions hereof.


 


8.12
No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising on the part of the Lender, of any right,
remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy,
power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.


 


8.13
Severability. If any term or provision of this Note is invalid, illegal or unenforceable in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other term or provision of this Note or invalidate or render unenforceable
such term or provision in any other jurisdiction.


 


[SIGNATURE
PAGE FOLLOWS]


 






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IN
WITNESS WHEREOF, the Maker has executed this Note as of the date first written above.


 


	 	MYOS
    RENS TECHNOLOGY INC.
	 	 
	 	By:	/s/
    Joseph DiPietro
	 	Name:	Joseph
    DiPietro
	 	Title:	Controller


 


INITIAL
ADDRESS FOR NOTICES TO MAKER:


 


MYOS
RENS Technology Inc. 


45
Horsehill Road, Suite 106 


Cedar
Knolls, NJ 07927 


Attn:
Chief Executive Officer 


 


 


INITIAL
ADDRESS FOR PAYMENTS TO LENDER:


 


137
Jockey Hollow Road 


Bernardsville, NJ 7924


 


 


 


 


[Signature
page for Promissory Note]


 






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