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: March 30, 2018










 


 


 


PROMISSORY
NOTE


 


 


FOR
VALUE RECEIVED, VPR Brands, LP, a Delaware limited
partnership (the “Company”), hereby promises to pay to the order of Guocheng Pan or registered assigns (the
“Holder”) on March 30, 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





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authorized by all necessary
corporate or limited liability company action;


 


(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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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:


Guocheng Pan


787 Adeline


San Jose CA 95136


		Attention:	



Telephone: 0110 86 0138 0401
0231


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 shalt 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 Jaw 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




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REPRESENTATIVE,
AGENT OR ATTORNEY OF THE HOLDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
THE HOLDER 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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