Blueprint





 











 Exhibit 10.1



 



PROMISSORY NOTE



 


	

$245,000
 

	


February 8, 2017








        


 


FOR
VALUE RECEIVED, ROOT9B holdings, INC., a
Delaware corporation (“Maker”), hereby promises to pay to the
order of JOSEPH J.
GRANO, JR. (“Payee”), the principal sum of Two Hundred
Forty Five Thousand Dollars ($245,000) (the “Note”) on or before February 9, 2018 (the
“Maturity
Date”).



 


1. Interest.
Interest will accrue on the unpaid principal amount hereof at the
rate of 4% per annum, payable at the Maturity Date. All accrued
interest shall be computed on the basis of a 360-day year
consisting of twelve 30-day months, and shall be payable on the
date the outstanding principal amount hereof shall become due and
payable, whether on the Maturity Date or by acceleration or
otherwise. Payments of principal and interest shall be made by
check mailed to Payee at its address listed above, or at such other
address or by wire transfer in accordance with instructions
hereafter designated by Payee to Maker. All payments shall be
applied first to interest then due, if any, then to
principal.



 


2. Prepayment.
Maker may prepay all or any part of the unpaid principal amount and
accrued interest at any time without premium or
penalty.



 


3. Event
of Default. If any of the following events (“Events of
Default”)
occurs:



 


(a)           default
by Maker of any payment of principal and/or interest
hereunder;



 


(b)           the
filing of any petition or the commencement of any proceedings
against Maker for any relief under bankruptcy or insolvency laws,
or any laws relating to the relief of debtors, readjustment of
indebtedness, reorganizations, compositions, or extension, which
proceeding is not dismissed within sixty (60) days;



 


(c)           Maker
makes a general assignment for the benefit of creditors, or files a
voluntary petition in bankruptcy or is adjudicated as bankrupt or
insolvent, or files any petition or answer seeking for itself any
reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any present or
future statute, law or regulation, or files any answer admitting or
not contesting the material allegations of a petition filed against
Maker in any such proceeding or seeks or consents to or acquiesce
in the appointment of any trustee, receiver or liquidator of Maker;
or



 


(d)           Maker
voluntarily or involuntarily ceases operations;



 


then,
and in any such event, subject to the terms herein, (i) upon the
occurrence of an Event of Default described in Section 3(b) or
3(c), the unpaid principal amount of this Note, together with
accrued interest thereon, shall automatically become immediately
due and payable, without presentment, demand, protest or other
requirements of any kind, all of which are hereby expressly waived
by Maker, and (ii) upon the occurrence and continuation of any
other Event of Default, the holder hereof may, upon written notice
to Maker, declare the Note to be due and payable, whereupon the
principal amount of the Note, together with accrued interest
thereon, shall automatically become immediately due and payable,
without any other notice of any kind, and without presentment,
demand, protest or other requirements of any kind, all of which are
hereby expressly waived by Maker.



  


In case
any one or more Events of Default shall occur and be continuing,
subject to the terms herein, Payee may proceed to protect and
enforce its rights by an action at law, suit in equity or other
appropriate proceeding, whether for the specific performance of any
covenant contained in this Note, or for an injunction against a
violation of any of the terms hereof, or in aid of the exercise of
any power granted hereby or by law. In case of any Event of Default
under this Note, Maker will pay to Payee such amounts as shall be
sufficient to cover the costs and expenses of Payee incurred in
enforcing Payee’s rights
under this Note, including, without limitation, collection costs
and reasonable attorneys’
fees.



 


4. General.



 


(a)           Amendments
and Waivers. Any term of this Note may be amended and the
observance of any term thereof may be waived (either generally or
in a particular instance) only with the written consent of Maker
and of Payee. Any amendment or waiver effected in accordance with
this section shall be binding upon each subsequent holder of this
Note.



 


(b)  Assignments,
Successors, and No Third-Party Rights. Neither Maker nor the
Payee may assign any of its rights under this Note without the
prior written consent of the other party. Subject to the preceding
sentence, this Note will apply to, be binding in all respects upon,
and inure to the benefit of and be enforceable by the respective
successors and permitted assigns of Maker and the
Payee.



 



 

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(c) Severability.
If any provision of this Note is held invalid or unenforceable by
any court of competent jurisdiction, the other provisions of this
Note will remain in full force and effect. Any provision of this
Note held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or
unenforceable.



 


(d) Section
Headings. The headings of Articles and Sections in this Note
are provided for convenience only and will not affect its
construction or interpretation. All references to “Article” or “Articles” or “Section” or “Sections” refer to the corresponding Article
or Articles or Section or Sections of this Note, unless the context
indicates otherwise.



 


(e) Governing Law;
Submission to Jurisdiction. This Note will be deemed to have
been made and delivered in New York County, New York and will be
governed as to validity, interpretation, construction, effect and
in all other respects by the internal laws of the State of New
York, without regard to conflicts of Laws principles. Maker and the
undersigned (i) agree that any legal suit, action or proceeding
arising out of or relating to this Note shall be instituted
exclusively in New York State Supreme Court, County of New York, or
in the United States District Court for the Southern District of
New York, and (ii) irrevocably consent to the jurisdiction of the
New York State Supreme Court, County of Suffolk, and the United
States District Court for the Southern District of New York in any
such suit, action or proceeding.


 


 (f)
Waiver of Jury Trial. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING
OUT OF OR RELATED TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


 



[Signature
page follows.]


 








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



 


	
 

	
 

	
 

	
 


	
 

	


ROOT9B HOLDINGS, INC.

	
 


	
 

	
 

	
 

	
 


	
 

	

By:

	

/s/ Dan
Wachtler

	
 


	
 

	

Name:

	

Dan
Wachtler

	
 


	
 

	

Title:

	

President
& Chief Operating Officer

	
 








 



 



 



 


 




 

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