EXHIBIT 10.1


 


NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES
REPRESENTED BY THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. 


 


	Principal Amount: $100,001.00	Issue Date: April 5 , 2018


 





 





	
        PROMISSORY NOTE

        






 


 


FOR VALUE RECEIVED,
VPR Brands, LP, a Delaware limited partnership (the “Company”), hereby promises to pay to the order of Surplus Depot
Inc or registered assigns (the “Holder”) on April 5th, 2019 (the “Maturity Date”), the principal amount
set forth above (the “Principal Amount”), and to pay interest on the outstanding Principal Amount at the rate of Twenty
Four percent (24%) per annum (the “Note”). Interest shall commence accruing on the date hereof (the “Issue Date”),
computed on the basis of a 365-day year and the actual number of days elapsed, provided that any payment otherwise due on a Saturday,
Sunday or legal Bank holiday may be paid on the following business day. All payments due hereunder, shall be made in lawful money
of the United States of America.


 


1.            
Transfers of Note to Comply with the 1933 Act. The
Holder agrees that this Note may not be sold, transferred, pledged, hypothecated or otherwise disposed of except as follows:  (a)
to a person whom the Note may legally be transferred without registration and without delivery of a current prospectus under the
1933 Act with respect thereto and then only against receipt of an agreement of such person to comply with the provisions of this
Section 1 with respect to any resale or other disposition of the Note; or (b) to any person upon delivery of a prospectus then
meeting the requirements of the 1933 Act relating to such securities and the offering thereof for such sale or disposition, and
thereafter to all successive assignees.


 


2.               
Right of Prepayment. The Company may repay any amount
of the Note at any time. On each business day, the Holder may deduct one (1) ACH payment from the bank account of the Borrower
(as specified on Exhibit “A” of this Note) in the amount of $500.00 per business day until such time as the Borrower
has paid an amount equal to the principal and accrued interest as set forth in the Note. Each such payment shall be applied first
to accrued and unpaid interest and the balance shall be applied towards the reduction of the principal amount due under this Note.


 


3.               
Representations and Warranties.  The Company
represents and warrants to the Holder that:


 


		(a)	such party is duly organized, validly existing and in good standing
(if applicable) under the laws of the jurisdiction of its organization;



 


		(b)	such party has authority to own its property and assets and to carry
on its business as now conducted, except, in each case, where the failure to do so, or so possess, individually or in the aggregate
would not reasonably be expected to result in a material adverse effect;



 


		(c)	such party has all requisite organizational power and authority to
execute and deliver and perform all its obligations under this Note;



 


		(d)	such party is qualified to do business in, and is in good standing
(where such concept exists) in, every jurisdiction in which the nature of its business or the ownership or leasing of its properties
makes such qualification necessary, except where the failure to be so qualified or in good standing individually or in the aggregate
would not reasonably be expected to result in a material adverse effect;



 


		(e)	the transactions contemplated hereby is within such party’s
organizational powers and have been duly authorized by all necessary corporate or limited liability company action;



 




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		(f)	this Note has been duly executed and delivered by such party and
constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms; and



 


		(g)	the transactions to be entered into and contemplated by this Note
(a) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority
except for the Company’s disclosure obligations under federal securities laws, (b) will not (i) violate any applicable law
or (ii) the organizational documents, bylaws, charter, operating agreement, certificate of formation or certificate of incorporation
of such party, (c) will not violate or result in a default under any indenture or any other agreement, instrument or other
evidence of indebtedness, and (d) will not result in the creation or imposition of any lien on any asset of such party.



 


4.            
Remedies Upon Default.  In the event that
the Company defaults on its payment obligations under this Note, the Holder may proceed to protect and enforce its rights and remedies
under this Note by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant
or agreement contained in this Note and proceed to enforce the payment thereof or any other legal or equitable right of the Holder.


 


5.            
Cancellation of Note. Upon the repayment by the Company
of all of its obligations hereunder to the Holder, including, without limitation, the principal amount of this Note, plus accrued
but unpaid interest, the indebtedness evidenced hereby shall be deemed canceled and paid in full.  Payments received
by the Holder hereunder shall be applied first against interest accrued on this Note, and next in reduction of the outstanding
principal balance of this Note.


 


6.            
Severability.  If any provision of this
Note is, for any reason, invalid or unenforceable, the remaining provisions of this Note will nevertheless be valid and enforceable
and will remain in full force and effect.  Any provision of this Note that is held invalid or unenforceable by a court
of competent jurisdiction will be deemed modified to the extent necessary to make it valid and enforceable and as so modified will
remain in full force and effect.


 


7.            
Amendment and Waiver.  This Note, or any
provision of this Note, may only be amended or waived if set forth in a writing executed by the Company and Holder.  The
waiver by Holder of a breach of any provision of this Note shall not operate or be construed as a waiver of any other breach.


 


8.            
Successors.  Except as otherwise provided
herein, this Note shall bind and inure to the benefit of and be enforceable by the Holder and its permitted successors and assigns.


 


9.            
Assignment.  This Note shall not be directly
or indirectly assignable or delegable by the Company or the Holder, except as provided in a writing executed by the Company and
Holder.


 


10.        
Further Assurances.  The Holder will execute
all documents and take such other actions as the Company may reasonably request in order to consummate the transactions provided
for herein and to accomplish the purposes of this Note.


 


11.        
Notices, Consents, etc.  Any notices, consents,
waivers or other communications required or permitted to be given under the terms hereof must be in writing and will be deemed
to have been delivered:  (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1)
business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party
to receive the same.  The addresses and facsimile numbers for such communications shall be:


 


	If to Company:	
        VPR BRANDS, LP

        3001 Griffin Road

        Fort Lauderdale, FL 33312

	 	
        Attention: Kevin Frija

        Telephone: 954.715.7001

        Facsimile: Kevin.Frija@vprbrands.com

	 	 




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        Facsimile: Kevin.Frija@vprbrands.com

	 	 
	With a Copy to (which shall not constitute notice):	
        

        LEGAL & COMPLIANCE, LLC

        330 Clematis Street, Suite 217

        West Palm Beach, Florida 33401

        Attention: Laura E. Anthony, Esq.

         

	 	 
	If to the Holder:	
        Surplus Depot

        Hollywood Fl 33023

        Attention:

        Telephone:

        Facsimile: ______________________

	 	 


or at such other address and/or facsimile number
and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three
(3) trading days prior to the effectiveness of such change.  Written confirmation of receipt (A) given by the recipient
of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender's facsimile
machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided
by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or
receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


12.        
Governing Law.  Except in the case of the
Jurisdiction provisions of Section 13 below, this Note shall be delivered and accepted in and shall be deemed to be contracts made
under and governed by the internal laws of the State of Delaware, and for all purposes all questions concerning the construction,
validity and interpretation of this Note and any and all disputes or controversies arising out of the subject matter hereof (whether
by contract, tort or otherwise) shall be governed by and construed in accordance with the domestic laws of the State of Delaware,
without giving effect to any choice of law or conflict of law provision (whether of the State of Delaware or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of Florida.


 


13.        
Jurisdiction.  EACH PARTY HERETO AGREES
THAT JURISDICTION AND VENUE IN ANY ACTION BROUGHT BY THE HOLDER PURSUANT TO THIS NOTE SHALL PROPERLY (BUT NOT EXCLUSIVELY) LIE
IN ANY FEDERAL OR STATE COURT LOCATED IN BROWARD COUNTY, FLORIDA.  BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
PARTY HERETO IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY WITH RESPECT TO SUCH
ACTION.  EACH PARTY HERETO IRREVOCABLY AGREES THAT VENUE WOULD BE PROPER IN SUCH COURT, AND HEREBY WAIVES ANY OBJECTION
THAT SUCH COURT IS AN IMPROPER OR INCONVENIENT FORUM FOR THE RESOLUTION OF SUCH ACTION.  EACH PARTY HERETO FURTHER AGREES
THAT THE MAILING BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, OF ANY PROCESS REQUIRED BY ANY SUCH COURT SHALL CONSTITUTE
VALID AND LAWFUL SERVICE OF PROCESS AGAINST THEM, WITHOUT NECESSITY FOR SERVICE BY ANY OTHER MEANS PROVIDED BY STATUTE OR RULE
OF COURT.


 


14.        
 No Inconsistent Agreements.  No party
hereto will hereafter enter into any agreement, which is inconsistent with the rights granted to the Holder in this Note.


 


15.        
Third Parties.  Nothing herein expressed
or implied is intended or shall be construed to confer upon or give to any person or entity, other than the Holder and its permitted
successor and assigns, any rights or remedies under or by reason of this Note.


 


16.        
Waiver of Jury Trial.  EACH PARTY HERETO
HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS NOTE. EACH
PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE HOLDER HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT THE HOLDER




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WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY HERETO UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH
PARTY HERETO MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HERETO HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER
THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


17.        
Usury Savings Clause. Notwithstanding any
provision in this Note to the contrary, the total liability for payments of interest and payments in the nature of interest, including,
without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed
the limit imposed by the usury laws of the jurisdiction governing this Note or any other applicable law. In the event the total
liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions
or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of
interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction
governing this Note, all sums in excess of those lawfully collectible as interest for the period in question shall, without further
agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance due hereunder
immediately upon receipt of such sums by the Holder hereof, with the same force and effect as though the Company had specifically
designated such excess sums to be so applied to the reduction of the principal balance then outstanding, and the Holder hereof
had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Holder may, at any time and
from time to time, elect, by notice in writing to the Company, to waive, reduce, or limit the collection of any sums in excess
of those lawfully collectible as interest, rather than accept such sums as a prepayment of the principal balance then outstanding.
It is the intention of the parties that the Company does not intend or expect to pay, nor does the Holder intend or expect to charge
or collect any interest under this Note greater than the highest non-usurious rate of interest which may be charged under applicable
law.


 


18.        
Entire Agreement.  This Note (including
any recitals hereto) set forth the entire understanding of the parties with respect to the subject matter hereof, and shall not
be modified or affected by any offer, proposal, statement or representation, oral or written, made by or for any party in connection
with the negotiation of the terms hereof, and may be modified only by instruments signed by all of the parties hereto.


 


 


 


[Signature page to follow]


 




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IN WITNESS WHEREOF,
this Note is executed by the undersigned as of the date hereof.


 


  


	VPR BRANDS, LP	 
	
          By:  
	Soleil Capital Management LLC,

        its General Partner
	 
	 	 
	 	 
	By: __	/s/ Kevin Frija____________________	 
	Name:  	Kevin Frija	 
	Title:   	Manager and Chief Executive Officer	 


 



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