Exhibit 10.2


 





REVOLVING LINE OF CREDIT AGREEMENT


 


This Revolving Line
of Credit Agreement (the “Agreement”) is made and entered into this 9th day of May, 2017 (the “Effective Date”),
by and between Grawin, LLC., a New York, Limited Liability Company (the “Lender”), and Jerrick Media Holdings, Inc.,
a Nevada (“Borrower”).


 


In consideration of
the mutual covenants and agreements contained herein, the parties agree as follows:


 


1.  Line
of Credit.  Lenders hereby establishes for a period of twelve (12) months from the Effective Date (the “Maturity
Date”) a revolving line of credit (the “Credit Line”) for Borrower in the principal amount of One Hundred Thirty
Thousand dollars ($130,000) (the “Credit Limit”) which indebtedness shall be evidenced by and repaid in accordance
with the terms of a promissory note for the amount of the Credit Limit in substantially the form attached hereto as Exhibit
A (the “Promissory Note”).  All sums advanced on the Credit Line or pursuant to the terms of this Agreement
(each an “Advance”) shall become part of the principal of the applicable Promissory Note.


 


2. Renewal and
Extension of Line of Credit.  Provided that Borrower is not in default under this Agreement or the Promissory Note,
at the Maturity Date, the Lender has the option to extend and renew this Credit Line for one additional term of six (6) months.


 


3.  Advances.


 


		a)	Subject to subparagraph above, any request for an Advance may be made from time to time and in
such amounts as Borrower Lender agrees to make funds available under this Credit Line on the following schedule:



 


(i) $56,000 on or before
May 12, 2017; and


(ii) Any amount up
to Credit Limit within three business days of written request.


 


		b)	Subject to subparagraph (a) above, any request for an Advance may be made from time to time and
in such amounts as Borrower may choose, provided, however, any requested Advance will not, when added to the outstanding
principal balance of all previous Advances, exceed the Credit Limit.  Requests for Advances must be made in writing,
delivered to the Lender, by such officer of Borrower authorized by it to request such advances.  Until such time as Lender
may be notified otherwise, Borrower hereby authorizes its Chief Executive Officer or its Chief Financial Officer to request Advances.  For
each Advance, properly requested, the Lender shall advance an amount equal to the Advance amount.  The Lender may refuse
to make any requested Advance if an event of default has occurred and is continuing hereunder either at the time the request is
given or the date the Advance is to be made, or if an event has occurred or condition exists which, with the giving of notice or
passing of time or both, would constitute an event of default hereunder as of such dates.



  


4.    Interest.
 All sums advanced pursuant to this Agreement shall bear interest from the date each Advance is made until paid in full
at an interest rate of 18 percent (18%) simple interest per annum (the “Interest Rate”).  Interest will be
calculated on a basis of a 360-day year and charged for the actual number of days elapsed.


 


5. Default Interest.
 Notwithstanding the foregoing, upon the occurrence of an Event of Default hereunder, the Interest Rate shall immediately
increase to the highest rate allowable under applicable law, and shall continue at such rate, both before and after judgment, until
the Credit Line has been repaid in full and all of Borrower’s other obligations to Lender hereunder have been fully paid
and discharged.


 


6. Interest Payments;
Repayment.  Interest on the then outstanding principal balance shall be payable on a monthly basis commencing 30 days
after the Effective Date, and continuing each month thereafter. The entire unpaid principal balance, together with any unpaid accrued
interest and other unpaid charges or fees hereunder, shall be due and payable on the Maturity Date.  Payment shall be made
to the Lender at such place as the Lender may, from time to time, designate in lawful money of the United States of America.  All
payments received hereunder shall be applied as follows: first, to any late charge; second, to any costs or expenses incurred by
Lender in collecting such payment or to any other unpaid charges or expenses due hereunder; third, to accrued interest; fourth,
to principal; and fifth, the balance, if any, to such person entitled thereto; provided, however, upon occurrence of an Event of
Default, a Lender may, in its discretion, change the priority of the application of payments as it deems appropriate.  Borrower
may prepay principal and/or interest at any time without penalty.


 




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7.   Conditions
Precedent.  Lender shall not be required to make any advance hereunder unless and until:


 


(a) All
of the documents required by the Lender, including a Promissory Note, have been duly executed and delivered to the Lender and shall
be in full force and effect.


 


(b) The
representations and warranties contained in this Agreement are then true with the same effect as though the representations and
warranties had been made at such time.  The request for an Advance by Borrower shall constitute a reaffirmation to Lender
that all representations and warranties made herein remain true and correct in all material respects to the same extent as though
given the time such request is made, and that all conditions precedent listed in this Paragraph 5 have been, and continue to be,
satisfied in all respects as of the date such request is made.


 


(c) 
No event of default hereunder has occurred and is continuing, and  no condition exists or event has occurred which, with
the passing of time or the giving of notice or both, would constitute an event of default hereunder.


 


8. Mandatory
Repayment from Revenue Borrower shall cause to have any net revenue derived from the sale future sales of Guccione artwork
and memorabilia as well as certain other products through Everything But The House ("EBTH") based on its auction revenue
sharing model, immediately upon receipt (the "EBTH Repayments") used to repay first, any unpaid accrued interest and
second, any unpaid principal balance. Failure to pay the EBTH Repayments within 3 business days of receipt shall constitute an
Event of Default.


 


9.  (Intentionally
Left Blank)


 


10. Representations
and Warranties  In order to induce Lender to enter into this Agreement and to make the advances provided
for herein, Borrower represents and warrants to Lenders as follows:


 


		(a)	Borrower is a duly organized , validly existing, and in
good standing under the laws of the State of Nevada with the power to own its assets and to transact business in Nevada, and in
such other states where its business is conducted.
		 	 
		(b)	Borrower has the authority and power to execute and deliver
any document required hereunder and to perform any condition or obligation imposed under the terms of such documents.
		 	 



		(c)	There is no action, suit, investigation, or proceeding
pending or, to the knowledge of Borrower, threatened, against or affecting Borrower or any of its assets which, if adversely determined,
would have a material adverse effect on the financial condition of Borrower or the operation of its business.
		 	 
		(d)	No information or report furnished by Borrower to Lender
in connection with the negotiation of this Agreement contained any material misstatement of fact or omitted to state a material
fact or any fact necessary to make the statements contained therein not misleading.



 


11.  Affirmative
Covenants.  So long as any sum remains unpaid hereunder, in whole or in part, Borrower covenants and agrees that
except with the prior written consent of the  Lender, which consent will not be unreasonably withheld, it shall do the
following:


 


		(a)	Borrower shall duly observe and conform to all valid requirements
of any governmental authority relative to the conduct of its business, its properties, or its assets and will maintain and keep
in full force and effect its corporate existence and all licenses and permits necessary to the proper conduct of its business.



		 	 



		(b)	Borrower shall keep proper books of records and accounts
in which full, true, and correct entries will be made of all dealings or transactions relating to its business and activities.



		 	 



		(c)	Borrower shall (1) file all applicable reports which it
is required to file with the Securities and Exchange Commission in a timely manner; (2) file all applicable federal, state, and
local tax returns or other statements required to be filed in connection with its business, including those for income taxes,
sales taxes, property taxes, payroll taxes, payroll withholding amounts, FICA contributions, and similar items; (3) maintain appropriate
reserves for the accrual of the same; and (4) pay when due all such taxes, or sums or assessments made in connection therewith.  Provided,
however, that (until distraint, foreclosure, sale, or similar proceedings have been commenced) nothing herein will require Borrower
to pay any sum or assessment, the validity of which is being contested in good faith by proceedings diligently pursued and as
to which adequate reserves have been made.



 






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12.  Negative
Covenants.  So long as any amounts due hereunder remain unpaid in whole or in part, Borrower covenants that except
with the prior written consent of the Lender, which consent will not be unreasonably withheld, it will not do any of the following:


 


		(a)	Borrower shall not make any loans or advances to any person or other entity other than in the normal
and ordinary course of business now conducted; make any investment in securities of any person or other entity; or guarantee or
otherwise become liable upon the obligations of any person or other entity, except by endorsement of negotiable instruments for
deposit or collection in the normal and ordinary course of business.  This restriction will apply, without limitation,
to loans to any subsidiaries of Borrower.
	 	 	 
		(b)	Borrower shall not make any request for an Advance in the event the Company is no longer able to
sell items from the Guccione collection due to sale of collateral limitations with its secured noteholder as referenced in the
Company's SEC filings.



  


13.  Events
of Default.   An event of default (each, an “Event of Default”) will occur if any of the following
events occurs:


 


		(a)	Failure to pay interest and or principal when due;
	 	 	 
		(b)	Failure to pay any principal within five (3) business days
after the same becomes due.
	 	 	 
		(c)	Any representation or warranty made by Borrower in this
Agreement or in connection with any borrowing or request for an advance hereunder, or in any certificate, financial statement,
or other statement furnished by Borrower to Lender is untrue in any material respect at the time when made.
	 	 	 
		(d)	Default by Borrower in the observance or performance of
any other covenant or agreement contained in this Agreement, other than a default constituting a separate and distinct event of
default under this Paragraph 13.
	 	 	 
		(e)	Default by Borrower in the observance or performance of
any other covenant or agreement contained in any other document or agreement made and given in connection with this Agreement,
other than a default constituting a separate and distinct event of default under this Paragraph 13, and the continuance of the
same unremedied for a period of fourteen (14) days after notice thereof is given to Borrower.
	 	 	 
		(f)	Any of the documents executed and delivered in connection
herewith for any reason ceases to be valid or in full force and effect or the validity or enforceability of which is challenged
or disputed by any signer thereof, other than Lender.
	 	 	 
		(g)	Borrower shall default in the payment of principal or interest
on any other obligation for borrowed money other than hereunder, or defaults in the payment of the deferred purchase price of
property beyond the period of grace, if any, provided with respect thereto, or defaults in the performance or observance of any
obligation or in any agreement relating thereto, if the effect of such default is to cause or permit the holder or holders of
such obligation (or trustee on behalf of such holder or holders) to cause such obligation to become due prior to the stated maturity.
	 	 	 
		(h)	Filing by Borrower of a voluntary petition in bankruptcy
seeking reorganization, arrangement or readjustment of debts, or any other relief under the Bankruptcy Code as amended or under
any other insolvency act or law, state or federal, now or hereafter existing.
	 	 	 
		(i)	Filing of an involuntary petition against Borrower in bankruptcy
seeking reorganization, arrangement or readjustment of debts, or any other relief under the Bankruptcy Code as amended, or under
any other insolvency act or law, state or federal, now or hereafter existing, and the continuance thereof for sixty (60) days
undismissed, unbonded, or undischarged.
	 	 	 
		(j)	All or any substantial part of the property of Borrower
shall be condemned, seized, or otherwise appropriated, or custody or control of such property is assumed by any governmental agency
or any court of competent jurisdiction, and is retained for a period of thirty (30) days.



 


14.  Remedies.  Upon
the occurrence of an Event of Default as defined above, the Lender may declare the entire unpaid principal balance, together with
accrued interest thereon, to be immediately due and payable without presentment, demand, protest, or other notice of any kind.  Lender
may suspend or terminate any obligation it may have hereunder to make additional Advances.  To the extent permitted by
law, Borrower waives any rights to presentment, demand, protest, or notice of any kind in connection with this Agreement.  No
failure or delay on the part of the Lender in exercising any right, power, or privilege hereunder will preclude any other or further
exercise thereof or the exercise of any other right, power, or privilege.  The rights and remedies provided herein are
cumulative and not exclusive of any other rights or remedies provided at law or in equity.  Borrower agrees to pay all
costs of collection incurred by reason of the default, including court costs and reasonable attorney’s fees, whether or not
the attorney is a salaried employee of Lender, including such expenses incurred before or after any legal action or Bankruptcy
proceeding involving Borrower has commenced, during the pendency of such proceedings, and continuing to all such expenses in connection
with any appeal to higher courts arising out of matters associated herewith.


 






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15. No Security
Interest.  All obligations of Borrower to Lender, this Credit Line and the Promissory Note shall be entitled
to any revenue derived from the EBTH actions, but, not the actual items from the Guccione collection or any other items auctioned
by EBTH on behalf of the Borrower. In the Event of Default for failure to promptly pay the EBTH Repayments, Borrower agrees to
arrange for direct payment from EBTH to Lender of Borrower's share of revenue derived through Borrower's relationship with EBTH
until such time as all outstanding principal and interest is paid in full. Borrower agrees not to take any action to stop or impede
the EBTH auction process in the Event of Default, except as may be required by matters of law.


 


16. Notices.
All notices, requests, demands and other communications under this Agreement, shall be in writing and shall be deemed to have
been duly given on the date of service if served personally on the party to whom notice is to be given or within five (5) business
days if mailed to the party to whom notice is to be given, by first-class mail, registered, or certified, postage prepaid and properly
addressed as follows:


 


If to the Borrower,
addressed to:


Jerrick Media Holdings,
Inc..


Attn: Jeremy Frommer


202 South Dean
Street


Englewood, NJ 07631


 


If to Lender,
addressed to:


Graywin, LLC


Attn: Arthur Rosen


50 Riverside Blvd
Apt. 20B


New York, NY 10069


 


17. General Provisions.  All
representations and warranties made in this Agreement and the Promissory Note shall survive the execution and delivery of this
Agreement and the making of any loans hereunder.  This Agreement will be binding upon and inure to the benefit of Borrower
and Lender, their respective successors and assigns, except that Borrower may not assign or transfer its rights or delegate its
duties hereunder without the prior written consent of Lender.  This Agreement, the Promissory Note, and all documents
and instruments associated herewith will be governed by and construed and interpreted in accordance with the laws of the State
of New Jersey.  Time is of the essence hereof.  Lender may set off against any debt or account it owns Borrower,
now existing or hereafter arising, in accordance with its rules and regulations governing deposit accounts then in existence, and
for such purposes is hereby granted a security interest in all such accounts.  This Agreement will be deemed to express,
embody, and supersede any previous understanding, agreements, or commitments, whether written or oral, between the parties with
respect to the general subject matter hereof.  This Agreement may not be amended or modified except in writing signed
by the parties.


 


18. Waiver of
Jury Trial.  The Parties hereto hereby voluntarily and irrevocably waive trial by jury in any Proceeding brought in
connection with this Agreement, any of the related agreements and documents, or any of the transactions contemplated hereby or
thereby. For purposes of this Agreement, “Proceeding” includes any threatened, pending, or completed action, suit,
arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened,
or completed proceeding, whether brought by or in the right of any party or otherwise and whether civil, criminal, administrative,
or investigative, in which a Party was, is, or will be involved as a party or otherwise.


 


19. Counterparts;
Facsimile Signatures.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original and all of which together shall constitute one and the same agreement.  Facsimile signatures shall be sufficient
for execution of this Agreement.


 


20. Independent
Advice of Counsel.  The Parties hereto, and each of them, represent and declare that in executing this Agreement they
relied solely upon their own judgment, belief, knowledge and the advice and recommendations of their own independently selected
counsel, concerning the nature, extent, and duration of their rights and claims, and that they have not been influenced to any
extent whatsoever in executing the Agreement by any representations or statements covering any matters made by any other party
or that party’s representatives hereto.


 


21.  Entire
Agreement.  This Agreement, together with the Promissory Note, and the Pledge Agreement, constitutes the entire
understanding and agreement of the parties with respect to the general subject matter hereof; supersede all prior negotiations
and agreements with respect thereto; may not be contradicted by evidence of any alleged oral agreement; and may not be amended,
modified, or rescinded in any manner except by a written agreement signed by Lender which clearly and unequivocally expresses an
intent to amend, modify, or rescind the same.


 


(Signature page to follow)


 






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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement the day and year first above written.


 


BORROWER


 


JERRICK MEDIA HOLDINGS, INC.


  


_____________________________________  


By: Jeremy Frommer


Its: President and CEO


 


 


LENDER


 


GRAWIN, LLC.


 


 


_____________________________________  


By: Arthur Rosen


Its:  President


 


 


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