Exhibit 10.1


 


Execution Copy


 





PROMISSORY NOTE


 





	 	Date:    	
        April 12, 2016

        New York, New York





 


FOR VALUE RECEIVED, POW! ENTERTAINMENT, INC., a Delaware corporation
(“Borrower”), with an address at 9440 S. Santa Monica Boulevard, Suite 620, Beverly Hills, California 90210
hereby promises to pay to the order of RICCO CAPITAL (HOLDINGS) LIMITED (“Lender”), at its principal office
at 12/F Entertainment Building, 30 Queen’s Road Central, Hong Kong on the Maturity Date, the aggregate principal amount of
all advances (each an “Advance” and collectively, the “Advances”) made by Lender to Borrower
under Section 1 of this promissory note (this “Note”), or such lesser amount as shall equal the aggregate
unpaid principal amount thereof, together with interest on the unpaid principal balance of each Advance from the effective date
thereof (each such date, an “Advance Date”), at a rate equal to the Prime Rate announced by Citibank, N.A. from
time to time, compounded annually, in U.S. Dollars in immediately available funds.


 


1.                 
ADVANCES. Lender hereby commits to make available, and, unless otherwise requested by Borrower at least 3
business days prior to the Advance Date thereof, Borrower hereby requests that Lender disburse, the Advances, in the principal
amounts and on the corresponding Advance Dates set forth below, and Lender agrees to make available such Advances on such corresponding
Advance Dates in immediately available funds, provided, in each such case, that no Event of Default (as defined below) has occurred
and is continuing as of such Advance Date:


 





	Date of

Requested Advance	 	Amount of Requested Advance
	 	 	 
	April 13, 2016	 	$260,000
	May 13, 2016	 	$220,000
	June 13, 2016	 	$200,000




 

Upon making any Advance to Borrower under
this Note, Lender shall record such Advance and the corresponding Advance Date in the appropriate columns on Schedule I
hereto; provided, the failure to make any such recording shall not affect the Borrower’s obligations hereunder.


 


2.                 
INTEREST. Accrued interest on this Note shall be payable on the Maturity Date.


 


3.                 
PRINCIPAL; MATURITY DATE. The outstanding principal amount of all Advances, plus all accrued and unpaid interest
thereon, shall become due and payable on the date of the earliest of the following events (the “Maturity Date”):
(i) December 13, 2016; and (ii) on the acceleration of the maturity of the amounts due hereunder upon an Event of Default (as herein
defined) in accordance with the provisions of this Note.


 


4.                 
PREPAYMENT. Borrower may prepay this Note in full or in part at any time without penalty. All payments shall
be applied by Lender as follows: first, to the payment of all accrued but unpaid fees, costs, or expenses under this Note; second,
to the payment of interest on the principal amount of all Advances being repaid; and third, to the repayment of the outstanding
principal amount of all Advances under this Note.


 






     


     


    

 


5.                 
EVENTS OF DEFAULT; REMEDIES. Upon (a) the Borrower’s acceptance or the Borrower’s board of director’s
recommendation of a proposal from a party other than the Lender or an affiliate thereof, the effect of which would result in the
occurrence of a Change of Control, (b) the Borrower’s bankruptcy, general assignment for the benefit of creditors or failure
to pay debts as they become due or (c) the occurrence of a Change of Control (each, an “Event of Default”),
all principal, interest and other charges payable hereunder shall be automatically and immediately due and payable. The rights
and remedies provided herein shall be cumulative and not exclusive of any rights or remedies provided by applicable law or otherwise.
As used in this Note, a “Change of Control” shall mean: (x) any “person” or “group”
(within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more
than 50% of the outstanding voting securities of Borrower having the right to vote for the election of members of the board of
directors of the Borrower; (y) any reorganization, merger or consolidation of Borrower, other than a transaction or series
of related transactions in which the holders of the voting securities of Borrower outstanding immediately prior to such transaction
or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority
of the total voting power represented by the outstanding voting securities of Borrower or such other surviving or resulting entity;
or (z) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of Borrower.


 


6.                 
INTEREST UPON DEFAULT. Borrower agrees that if any amounts due hereunder are not paid when due, whether at maturity
or accelerated maturity as provided herein (in addition to any other interest, fees, or expenses which may accrue as a result
of such nonpayment), such unpaid amount will bear interest at the Prime Rate announced by Citibank, N.A. from time to time plus
3% per annum until such amount is paid in full.


 


7.                 
PAYMENTS. If any amount becomes due and payable hereunder on a Saturday, Sunday or public or other banking holiday
under the law of the State of New York, with respect to such amount the payment date shall be extended to the next succeeding
business day.


 


8.                 
WAIVERS. Borrower waives demand and presentment for payment, notice of non-payment or dishonor, notice of
protest and protest of this Note and any other notice required to be given by applicable law and agrees that its liability hereunder
shall not be affected by any renewals, amendments or modifications of this Note, or extensions of the time of payment of all or
any part of the amount owing hereunder at any time or times.


 


9.                 
EXPENSES; ATTORNEYS’ FEES. Borrower agrees to pay, to the extent allowed by law, reasonable attorneys’
fees, costs and expenses paid or incurred by Lender in connection with the collection or enforcement of this Note, including but
not limited to reasonable attorneys’ fees, court costs, and costs incurred in connection with any bankruptcy proceedings,
whether or not suit is filed. Borrower agrees to pay in full all amounts due under this Note without setoff, counterclaim, or any
deduction whatsoever.


 


10.                 
MISCELLANEOUS. No provision of this Note shall be waived, modified or limited except by a written agreement signed
by Lender and Borrower. The unenforceability of any provision of this Note shall not affect the enforceability or validity of
any other provision hereof. No delay or omission on the part of Lender in exercising any rights hereunder shall operate as a waiver
of such right or of any other right under this Note. This Note shall be binding upon the Borrower and its heirs, successors and
assigns and shall inure to the benefit of the Lender and its heirs, successors and assigns. Lender is hereby authorized, to the
fullest extent permitted by law, to set off and apply any amounts owed by Lender to or for the credit or the account of Borrower
against any amounts payable by Borrower under this Note. The rights of the Lender under the preceding sentence are in addition
to other rights and remedies (including any other rights of setoff) which the Lender may have under applicable law or otherwise.
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 instrument. Facsimile and pdf signatures are of the same force and
effect as originals.


 






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11.                 
GOVERNING LAW; VENUE; TRIAL BY JURY. This Note shall be governed by the laws of the State of New York. The Borrower
consents to the nonexclusive jurisdiction and venue of the state or federal courts located in the City of New York. The Borrower
hereby waives any right to a trial by jury in any action or proceeding arising out of or in connection with this Note, or any
other claim or dispute between the undersigned and the Lender.


 





	 	BORROWER:
	 	 	 
	 	POW! ENTERTAINMENT, INC.
	 	 	 
	 	 	 
	 	By:  	/s/ Gill Champion
	 	 	Name: Gill Champion
	 	 	Title: CEO







 








	ACKNOWLEDGED AND AGREED:
	 	 
	LENDER:
	 	 
	RICCO CAPITAL (HOLDINGS) LIMITED
	 	 
	 	 
	By:  	/s/
Victor Chen	 
	 	Name: Victor Chen	 
	 	Title: CEO	 







 






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Schedule
I


 


	Advance Date	Amount of Advance
	 	 
	 	 
	 	 


 






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