Exhibit 10.1


NOTE PURCHASE
AGREEMENT


 


This Note Purchase
Agreement (this “Agreement”) is made and entered into as of the 27st day of September 2016, by and between SmooFi,
Inc., a Nevada corporation (“Seller”) and Douglas S. Kircher, an individual residing in California or his assigns (“Purchaser”),
collectively referred to herein as the “Parties” or individually as a “Party”.


 


W I T
N E S S E T H:


 


WHEREAS, the
Seller desires to sell a promissory note in the principal amount of Twelve Thousand Five Hundred Dollars (US$12,500) to the Purchaser,
and the Purchaser desires to purchase such note from the Seller pursuant to the terms and conditions contained herein;


 


NOW THEREFORE,
in consideration of the mutual covenants, agreements, conditions, representation, and warranties contained in this Agreement, the
Seller and the Purchaser hereby agree as follows:


 


1.     
PURCHASE AND SALE OF THE PROMISSORY NOTE


 


1.1             
Purchase and Sale of Note.  Subject to the terms and conditions of this Agreement,
the Seller hereby agrees to issue to the Purchaser and the Purchaser hereby agrees to acquire from the Seller a certain Demand
Convertible Promissory Note (“Note”) in the aggregate principal amount of Twelve Thousand Five Hundred Dollars (US$12,500),
a conformed copy of which is attached hereto as Exhibit A.


 


1.2             
Closing.  The purchase and sale of the Note shall take place at such time and
place as the Seller and Purchaser shall mutually agree (which time and place are designated as the "Closing").
 


 


2.     
REPRESENTATIONS AND WARRANTIES OF THE SELLER.


 


2.1       Authorization.
 The Seller represents and Certificates that all action on the part of Seller necessary for the authorization, execution,
delivery, and performance of all the obligations of Seller under this Agreement has been taken prior to the Closing Date and that
this Agreement constitutes a valid and legally binding obligation of Seller enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, and moratorium laws and other laws of general application affecting enforcement
of creditors’ rights generally and to general equitable principles.  Seller may also sell all securities and execute
a promissory note as contemplated by this Agreement.



    	 	 



    	 	 



    




 


3.     
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER


 


3.1       Authorization.
 Purchaser represents and certifies that all action on the part of Purchaser necessary for the authorization, execution, delivery,
and performance of all the obligations of Purchaser under this Agreement has been taken prior to the Closing Date and that this
Agreement constitutes a valid and legally binding obligation of Purchaser enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, and moratorium laws and other laws of general application affecting enforcement
of creditors’ rights generally and to general equitable principles.


 


3.1       Accredited
Investor".  The Purchaser represents that he is an "accredited investor" as such term is defined in the
SEC's Rule 501 under Regulation D of the Securities Act of 1933, as amended (the "Securities Act")


 


3.2       Investment
Intent.  The Purchaser represents that he is acquiring the Note hereunder for investment and not with a view to the
sale or other distribution thereof within the meaning of the Securities Act, and that the Purchaser has no present intention of
selling or otherwise disposing of all or any portion of the Note.  The Purchaser represents that he is acquiring the Note
for the Purchaser's own account and that no one else has any beneficial ownership in the Note to be acquired hereby.


 


3.3       Access
to Information; Independent Investigation.  The Purchaser, in making the decision to purchase the Note, has relied upon
independent investigations made by him or his representative, if any, and the Purchaser or his representative have, prior to any
sale to the Purchaser, been given access and the opportunity to ask questions of and to receive answers from, the Seller or any
person acting on his behalf concerning the books and records of the Seller, all material contracts and documents of the Seller,
and the terms and conditions of the transactions contemplated by this Agreement. Purchaser or his representative have been furnished
with all materials relating to the business, finances, and operation of the Seller and the Purchaser or its representative has
received complete and satisfactory answers to any and all inquiries relating thereto. In this regard, Purchaser expressly acknowledges
that he has conducted, or has been afforded the opportunity to conduct an investigation of the Seller, and has been offered the
opportunity to ask representatives of the Seller, questions about the Sellers financial condition, together with current and proposed
future business plans, and that Purchaser has obtained such available information as Purchaser has requested, to the extent Purchaser
has deemed necessary, to permit him to fully evaluate the merits and risks of an investment in the Note. Purchaser is satisfied
as to all inquiries that Purchaser has concerning the Seller and his business activities, and the purchase of the Note.




    	 	 



    	 	 



    

 


 


3.4       No
Registration Rights. Purchaser understands that there may be restrictions on the ability of the holder of the Note to collect
on the Note. Further, the Note will not be, and Purchaser has no right to require that the Note be registered by the Seller. Purchaser
understands that there is no public market for the Note.


 


4.       MISCELLANEOUS
PROVISIONS


 


4.1       Modifications
and Waivers. This Agreement may not be amended or modified, nor may the rights of any Party hereunder be waived, except by
a written document that is executed by the Purchaser and the Seller.


 


4.2       Assignment.
This Agreement is and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns.


 


4.3             
Rights and Obligations of Third Parties. Nothing in this Agreement, whether express
or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the parties
to it and their respective successors and permitted assigns, nor is anything in this Agreement intended to relieve or discharge
the obligation or liability of any third parties to any party to this Agreement, nor shall any provision give any third party any
right of subrogation or action against any party to this Agreement.


 


4.4             
Notices. Any notice, request, consent, or other communication hereunder shall be in
writing, and shall be sent by one of the following means:  (i) by registered or certified first class mail, postage prepaid;
(ii) by facsimile transmission; (iii) by reputable overnight courier service; or (iv) by personal delivery, and shall
be properly addressed as follows:


 


If to the Seller, to:





SmooFi Inc..


__________________


__________________


__________________


Tel: _______________


Email: _____________


 




    	 	 



    	 	 



    

 


If to the Purchaser, to:


 


Douglas
S. Kircher 


___________________


___________________


Tel:
________________


Email:
______________


 


or to such other address or addresses
as the Seller or the Purchaser shall hereafter designate to the other Party in writing.  Notices sent by mail or by courier
shall be effective seven (7) days after they are sent, and notices delivered personally or by facsimile shall be effective at the
time of delivery thereof.


 


4.5             
Entire Agreement. This Agreement constitutes the entire agreement between the parties
hereto in relation to the subject matter hereof.  Any prior written or oral negotiations, correspondence, or understandings
relating to the subject matter hereof shall be superseded by this Agreement and shall have no force or effect.  The representations,
warranties, covenants and agreements made herein shall survive any investigation made by the Purchaser.


 


4.6             
Severability. If any provision which is not essential to the effectuation of the basic
purpose of this Agreement is determined by a court of competent jurisdiction to be invalid and contrary to any existing or future
law, such invalidity shall not impair the operation of the remaining provisions of this Agreement.


 


4.7             
Headings. The headings of the Sections of this Agreement are inserted for convenience
of reference only and shall not affect the construction or interpretation of any provisions hereof.


 


4.8             
Counterparts. This Agreement may be executed in any number of counterparts, each of
which when executed and delivered shall be an original, but all of which together shall constitute one and the same instrument.


 


4.9             
Expenses. Each Party shall bear and pay the legal and other expenses incurred in connection
with negotiating and preparing this Agreement on his behalf.


 


4.10         
Governing Law. This Agreement shall be construed in accordance with and governed by
the laws of the State of Nevada.


 




    	 	 



    	 	 



    

 


4.11         
Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing
to either Party, upon any breach or default of the other Party under this Agreement, shall impair any such right, power, or remedy,
nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach
or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or
default theretofore or thereafter occurring.  Any waiver, permit, consent, or approval of any kind or character on the part
of either Party of any breach or default by the other Party under this Agreement, or any waiver of any provisions or conditions
of this Agreement must be made in writing and shall be effective only to the extent specifically set forth in such writing.  All
remedies, either under this Agreement or by law or otherwise afforded to either Party, shall be cumulative and not alternative.


 


4.12         
Attorneys' Fees. If either Party elects to pursue legal action to enforce its rights
under this Agreement, and if a court of competent jurisdiction adjudicates the matter, then the prevailing party in such action
shall be entitled to receive from the losing party all costs and expenses, including but not limited to the reasonable fees of
attorneys, accountants, and other experts, incurred by the prevailing party in investigating and prosecuting (or defending) such
action at the initial trial and appellate levels.


 


14.13       Further
Assurances. Each of the Parties to this Agreement shall use such Party's commercially reasonable efforts to take such
actions as may be necessary or reasonably requested by the other Parties to this Agreement to carry out and consummate the transactions
contemplated by this Agreement by the Closing Date or extension thereof.


 


IN WITNESS WHEREOF, the Seller and the
Purchaser have each caused this Agreement to be executed by their duly authorized representatives to be effective as of the day
and year first above written.


 


Purchaser: 


Douglas
S. Kircher 


 


 


__/s/
Douglas S. Kircher _________


 


 


Seller:


SmooFi, Inc.


 


By:__/s/ Fred G. Luke___________


Name: Fred Luke


Title: President




    	 	 



    	 	 



    

EXHIBIT
A


 


Demand
Convertible Promissory Note