EXHIBIT
10.1


 


COATES
INTERNATIONAL, LTD.


10%
CONVERTIBLE REDEEMABLE PROMISSORY NOTE


 


	Effective Date January 4, 2016	US $33,000.00 




 


Due
January 4, 2016


 


 


THIS
NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”)


 


 


FOR
VALUE RECEIVED, Coates International, Ltd., (the “Company”) promises to pay to the order of GW Holdings
Group, LLC, and its authorized successors and permitted assigns ("Holder"), the aggregate principal face
amount of Thirty Three Thousand Dollars exactly (U.S. $33,000.00) on January 4, 2017 ("Maturity Date"). The Company
will pay interest on the principal amount outstanding at the rate of 10% per annum, which will commence on January 4, 2016. The
interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration
and transfers of this Note. The principal of, and interest on, this Note are payable at 137 Montague Street, Suite 291, Brooklyn,
NY 11201, initially, and if changed, last appearing on the records of the Company as designated, in writing, by the Holder hereof
from time to time. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the
Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer
addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer
shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this
Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined
below) pursuant to paragraph 4(b) herein.


 





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This
Note is subject to the following additional provisions:


 


1.            This
Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the
Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder
shall pay any tax or other governmental charges payable in connection therewith.


 


2.           Under
all applicable laws, the Company shall be entitled to withhold any amounts from all payments it is entitled to.


 


3.           This
Note may only be transferred or exchanged in compliance with the Securities Act of 1933, as amended ("Act") and
any applicable state securities laws. Any transfer or exchange shall require the prior written consent of the Company; which consent
shall not be unreasonably withheld. All attempts to transfer to a non-qualifying party shall be treated by the Company as void.
Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name
this Note is duly registered on the Company's records as the owner hereof for all other purposes, whether or not this Note be
overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note
electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section
4(a), and any prospective transferee of this Note, also is required to give the Company written confirmation that this Note is
being converted ("Notice of Conversion") in the form annexed hereto as Exhibit A. The date of receipt
(including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.


  


4.           (a)           The
Holder of this Note has the option, at any time beginning six months after the funding date of this note, to convert all or
any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the
"Common Stock") at a price ("Conversion Price") for each share of Common Stock will be
equal to the Market Price (“Market Price”) on the date of conversion. The Market Price of the Common Stock will
be equal to 62% of the lowest trading price of the Common Stock as reported on the National Quotations Bureau
OTC Pink on which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the
future ("Exchange"), for the twenty-five prior trading days, including
the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax
or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the
Holder wishes to include the same day closing price). The Notice of Conversion may be rescinded if the shares have not been
delivered within 3 business days. The Company shall deliver the shares of Common Stock to the Holder within 3 business days
of receipt by the Company of the Notice of Conversion. Upon full satisfaction of this Note, the Holder shall surrender this
Note to the Company. Accrued but unpaid interest shall be subject to conversion. The number of issuable shares will be
rounded to the nearest whole share, and no fractional shares or scrip representing fractions of shares will be issued on
conversion. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall
decrease to 40% while that “Chill” is in effect. Notwithstanding anything to the contrary contained in the
Note (except as set forth below in this Section), the Note shall not be convertible by Investor, and Company shall not effect
any conversion of the Note or otherwise issue any shares of Common Stock to the extent (but only to the extent) that
Investor together with any of its affiliates would beneficially own in excess of 9.99% (the “Maximum
Percentage”) of the Common Stock outstanding. To the extent the foregoing limitation applies, the
determination of whether a Note shall be convertible (vis-à-vis other convertible, exercisable or exchangeable
securities owned by Investor or any of its affiliates) and of which such securities shall be convertible, exercisable or
exchangeable (as among all such securities owned by Investor and its affiliates) shall, subject to such Maximum Percentage
limitation, be determined on the basis of the first submission to Company for conversion, exercise or exchange (as the case
may be). No prior inability to convert a Note, or to issue shares of Common Stock, pursuant to this Section shall have any
effect on the applicability of the provisions of this Section with respect to any subsequent determination of convertibility.
For purposes of this Section, beneficial ownership and all determinations and calculations (including, without limitation,
with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(e) of the 1934 Act
(as defined below) and the rules and regulations promulgated thereunder. The provisions of this Section shall be implemented
in a manner otherwise than in strict conformity with the terms of this Section to correct this Section (or any portion
hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein
contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum
Percentage limitation. The limitations contained in this Section shall apply to a successor holder of this Note and shall be
unconditional, irrevocable and non-waivable. For any reason at any time, upon the written or oral request of Investor,
Company shall within one (1) business day confirm orally and in writing to Investor the number of shares of Common Stock
then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into
Common Stock, including, without limitation, pursuant to this Note. During the first six months, this Note is in effect, the
Investor may not convert this Note pursuant to this paragraph.


 


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(b)           Interest
on any unpaid principal balance of this Note shall be paid at the rate of 10% per annum. Interest shall be paid by the Company
in Common Stock ("Interest Shares"). Holder may send in a Notice of Conversion to the Company for Interest Shares based
on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the
accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.


 


(c)           During
the first 180 days this Note is in effect, the Company may redeem this Note at any time at an amount equal to 150% of the outstanding
principal and the accrued and unpaid interest. This Note may not be redeemed after 180 days. The redemption must be closed and
paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid and the Company
may not redeem this Note.


 


(d)           Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series
of related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of
the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company
with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected
solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of
outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as
a "Sale Event"), then, in each case, the Company shall, upon request of the Holder, redeem this Note, at the option
of the Company in cash or Common Stock for 150% of the principal amount, plus accrued but unpaid interest through the date of
redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with
the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion
Price.


 


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(e)           In case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection
with which this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of
this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number
of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization
or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon
exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing
provisions shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other
than cash, the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good
faith.


 


5.         No
provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal
of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.


 


6.         The
Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice
of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for
hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.


 


7.         The
Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the
Holder in collecting any amount due under this Note.


 


8.         If
one or more of the following described "Events of Default" shall occur:


 


(a)           The
Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company;
or


 


(b)           Any
of the representations or warranties made by the Company herein or in any certificate or financial or other written statements
heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or
the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or


 


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 (c)           The
Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of
the Company under this Note or any other note issued to the Holder; or


 


 (d)           The
Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an
assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment
of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for relief,
consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal
or state laws as applicable; or


 


 (e)           A
trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without
its consent and shall not be discharged within sixty (60) days after such appointment; or


 


(f)            Any
governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or
control of the whole or any substantial portion of the properties or assets of the Company; or


 


 (g)         One
or more money judgments, writs or warrants of attachment, or similar process, in excess of One Hundred thousand dollars ($100,000)
in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid,
unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of
any proposed sale thereunder; or


 


 (h)         The
Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered
and failed to cure such default within the appropriate grace period; or


 


 (i)          The
Company shall have its Common Stock delisted from an exchange (including the OTCBB exchange) or, if the Common Stock trades on
an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days;


 


 (j)          If
a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the
Board;


 


 (k)         The
Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business
days of its receipt of a Notice of Conversion. The Company must replenish the reserve set forth in section 12, promptly; or


 


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 (l)           The
Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder. If the Company
does not replenish the reserve set forth in Section 12, within 5 business days of the request of the Holder then the conversion
discount set forth in Section 4(a) shall be increased from a 38% conversion discount to a 60% conversion discount; or


 


 (m)         The
Company shall not be “current” in its filings with the Securities and Exchange Commission; or


 


 (n)          The
Company shall lose the “bid” price for its stock in a market (including the OTC Pink marketplace or other exchange);
or


 


 (o)          A
default has been declared against the Company which has not been cured in any other loan or Note agreement.


 


Then,
or at any time thereafter, unless cured within 5 days, and in each and every such case, unless such Event of Default shall have
been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option
of the Holder and in the Holder's sole discretion, the Holder may consider this Note immediately due and payable, without presentment,
demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived,
anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately,
and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any
other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per
annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In
the event of a breach of Section 8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4th
day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10th
day. The penalty for a breach of Section 8(n) shall be an increase of the outstanding principal amounts by 20%. In case
of a breach of Section 8(i), (k) or (l), the outstanding principal due under this Note shall increase by 50%. If this Note is
not paid at maturity, the outstanding principal due under this Note shall increase by 10%.


 


If
the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging
an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.


 


At
the Holder’s election, if the Company fails for any reason to deliver to the Holder the conversion shares by the by the
3rd business day following the delivery of a Notice of Conversion to the Company and if the Holder incurs a Failure to Deliver
Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable to the Holder in respect
of the Failure to Deliver Loss and the Company must make the Holder whole as follows:


 


Failure
to Deliver Loss = [(High trade price at any time on or after the day of exercise) x (Number of conversion shares)]


 


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The
Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day
from the time of the Holder’s written notice to the Company.


 


9.           In
case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent
possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired
thereby.


 


10.         Neither
this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the
Company and the Holder.


 


11.         The
Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if it previously
has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10 type information
indicating it is no longer a “shell issuer. Further. The Company will instruct its counsel to either (i) write a 144- 3(a)(9)
opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.


 


12.         The
Company shall reserve 93,000,000 shares of its Common Stock for conversions under this Note (the “Share Reserve”).
The Investor shall have the right to periodically request that the number of Reserved Shares be increased so that the number of
Reserved Shares at least equals 400% of the number of shares of Company common stock issuable upon conversion of the Note.
Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company shall pay all costs
associated with issuing and delivering the shares. At all times, the reserve shall be maintained at four times the amount of shares
required if the Note would be fully converted.


 


13.         The
Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits,
recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.


 


14.         This
Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be
performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and
the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of
New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement
shall be effective as an original.


 


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IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.


 


Dated:
January 4, 2016


 





	 	COATES
    INTERNATIONAL, LTD.
	 	 	 
	 	By:	/s/  
    Barry C. Kaye
	 	 Name:	Barry
    C. Kaye
	 	 Title:	 Chief Financial Officer



 


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EXHIBIT
A


 


NOTICE
OF CONVERSION


 


(To
be Executed by the Registered Holder in order to Convert the Note)


 


The
undersigned hereby irrevocably elects to convert $___________ of the above Note into _________ Shares of Common Stock of Coats
International, Ltd. (“Shares”) according to the conditions set forth in such Note, as of the date written below.


 


If
Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes
and charges payable with respect thereto.


 


Date
of Conversion: ________________________________________________________


Applicable
Conversion Price:  _________________________________________________


Signature:
_______________________________________________________________


                                [Print
Name of Holder and Title of Signer]


Address:
 _________________________________________________________________



               _________________________________________________________________


 


SSN
or EIN:  _______________________


Shares
are to be registered in the following name:  ________________________________________________________


 


Name:
 ____________________________________________________________________


Address:
 __________________________________________________________________


Tel:
 ___________________________


Fax:
___________________________


SSN
or EIN:  ____________________


 


Shares
are to be sent or delivered to the following account:


 


Account
Name:  _____________________________________________________________


Address:
 ___________________________________________________________________


 


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