Exhibit 10.1


 


THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAS NOT 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 (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.
NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.


 


	Principal Amount: $250,000	Issue Date: May 18th 2022


 


PROMISSORY NOTE


 


FOR VALUE RECEIVED, VPR BRANDS,
LP, a Delaware limited partnership (hereinafter called the “Borrower”), hereby promises to pay to the order of Daiagi, or
registered assigns (the “Holder”) the principal amount as set forth above (the “Principal Amount”), together with
interest at the rate of eighteen percent (18%) per annum (the “Stated Rate”), at maturity or upon acceleration or otherwise,
as set forth herein (the “Note”).


 


1.   Calculation
of Interest; Payments of Principal and Interest: Redemption by Holder.


 


(a)   Interest
on the outstanding Principal Amount hereof shall be calculated at the Stated Rate based on a 365 day year and shall commence accruing
on the Issue Date as set forth above and shall be payable in arrears on the fifth (5th) day (if such day is not a Business
Day (as defined below) then the next Business Day) of each calendar month following the date hereof and at such time as the outstanding
Principal Amount hereof with respect to which such interest has accrued becomes due and payable hereunder.


 


(b)   The
Principal Amount and accrued but unpaid interest under this Note shall be due and payable on the third anniversary of the Issue Date (the
“Maturity Date”).


 


(c)   The
Borrower may prepay the Principal Amount and interest under this Note in whole or in part until the Maturity Date, without penalty or
premium.


 


(d)   Notwithstanding
Section 1(b), at any time after the first anniversary of the Issue Date, Holder may require the Borrower, upon at least thirty (30) Business
Days’ written notice (a “Redemption Notice”), to redeem all or any portion of this Note, which Redemption Notice shall
indicate the amount of the Principal Amount and accrued interest the Holder is electing to redeem. The portion of this Note subject to
redemption pursuant to this Section 1(d) shall be redeemed by the Borrower in cash in accordance with Section 1(e). In the event of a
redemption of less than all of the Principal Amount and accrued interest, the Borrower shall as soon as practicable and in no event later
than three (3) Business Days after receipt of the Redemption Notice and at its own expense, issue and deliver to the Holder a new Note
representing the outstanding Principal Amount which has not been redeemed. Notwithstanding the foregoing, the Redemption Notice shall
not be effective if the Borrower is not permitted to redeem the Note under applicable law or any agreement, contract or instrument to
which the Borrower and/or its assets and properties are subject (each, a “Disabling Condition”) and will not become effective
so long as a Disabling Condition exists. During the existence of a Disabling Condition, this Note shall continue to be outstanding and
accrue interest on the unpaid Principal Amount. Holder may not exercise its right of redemption under this Section 1(d) more than once
in any twelve-month period.


 






     


     


    

 


(e)   Any
payments of principal and accrued interest owing under this Note shall be made in cash, by either check payable to the order of Holder
or by wire transfer of immediately available funds pursuant to written wiring instructions from Holder.


 


2.   Covenants.


 


(a)   The
Borrower will at all times cause to be done all things necessary or appropriate to preserve and keep in full force and effect its corporate
existence and the corporate existence of any significant subsidiary (as defined in Rule 405 of the rules and regulations of the Securities
Act of 1933, as amended (the “Securities Act”)) of the Borrower (each, a “Significant Subsidiary”).


 


(b)   The
Borrower will reasonably maintain in good repair, working order and condition, reasonable wear and tear excepted, its properties and other
assets, and those of any Significant Subsidiary, and from time to time make all necessary or desirable repairs, renewals and replacements
thereto.


 


(c)   The
Borrower will, and will cause any Significant Subsidiary to, pay or discharge or cause to be paid, set aside for payment or discharge,
before the same shall become delinquent, all taxes, assessments and governmental charges levied or imposed upon the Borrower or any Significant
Subsidiary, as the case may be, or upon their respective income, profits or property; provided, that neither the Borrower nor any
Significant Subsidiary shall be required to pay or discharge, or cause to be paid or discharged, any such tax, assessment, charge or claim
whose amount or validity is being contested in good faith by appropriate proceedings.


 


(d) The Borrower will, and
will cause any Significant Subsidiary to, comply in all material respects with all applicable statutes and regulations of the United States
of America and of any state or municipality, and of any agency thereof, in respect of the conduct of business and the ownership of property
by the Borrower or any Significant Subsidiary; provided, that nothing contained in this Section 2(d) shall require the Borrower or a Significant
Subsidiary to comply with any such statute or regulations so long as its legality or applicability shall be contested in good faith. 


 


3.   Events
of Default.


 


(a)   “Event
of Default,” wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary
or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation
of any administrative or governmental body):


 


(i)   the
failure by the Borrower to make payment of principal or interest due under this Note at the Maturity Date;


 


(ii)   any
breach by the Borrower of a material provision of this Note (other than as specified in clause (i) above) that shall not have been remedied
within ten (10) days after the date on which the Borrower shall have been provided with written notice of such breach;


 






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(iii)   one
or more defaults shall have occurred under any of the agreements, indentures or instruments under which the Borrower or any Significant
Subsidiary then has outstanding indebtedness of any nature in excess of $5,000,0000, individually or in the aggregate, and either (a)
any such default results from the failure to pay such indebtedness at its stated maturity or (b) any such default has resulted in the
acceleration of the maturity of such indebtedness;


 


(iv)   a
final judgment or judgments for the payment of money aggregating in excess of $500,000 are rendered against the Borrower or any Significant
Subsidiary and which judgments are not, within sixty (60) days after the entry thereof, bonded, discharged or stayed pending appeal, or
are not discharged within sixty (60) days after the expiration of such stay; provided, however, that any judgment which is covered by
insurance or an indemnity from a credit worthy party shall not be included in calculating the $500,000 amount set forth above so long
as the Borrower provides the Holder a written statement from such insurer or indemnity provider (which written statement shall be reasonably
satisfactory to the Holder) to the effect that such judgment is covered by insurance or an indemnity and the Borrower will receive the
proceeds of such insurance or indemnity within thirty (30) days of the issuance of such judgment;


 


(v)   any
breach by the Borrower of any material covenant, agreement, representation or warranty contained in the Purchase Agreement;


 


(vi)   the
Borrower consolidates with or merges into any other entity or transfers all or substantially all of its assets to any person or entity
by operation of law or otherwise unless (a) such entity formed by such consolidation or into which the Borrower is merged or to which
all or substantially all of the assets of the Borrower are transferred is an entity that expressly assumes all of the obligations of the
Borrower under this Note and (b) after giving effect to such transaction, no Event of Default and no event which, after notice or lapse
of time, or both, would become an Event of Default, shall have occurred and be continuing;


 


(vii)   any
commencement by the Borrower or any Significant Subsidiary of a case under any applicable bankruptcy or insolvency laws as now or hereafter
in effect or any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency
or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Significant Subsidiary;
or any commencement against the Borrower or any Significant Subsidiary of any bankruptcy, insolvency or other proceeding which remains
undismissed for a period of sixty (60) days; or the adjudication of the Borrower or any Significant Subsidiary as insolvent or bankrupt;
or any order of relief or other order approving any such case or proceeding is entered; or the appointment of any custodian, receiver
or the like for either the Borrower or any Significant Subsidiary or any substantial part of either the Borrower’s or any Significant
Subsidiary’s property which continues undischarged or unstayed for a period of sixty (60) days; or any general assignment by either
the Borrower or any Significant Subsidiary for the benefit of its creditors; or any failure to pay or statement in writing by either the
Borrower or any Significant Subsidiary indicating an inability to pay its debts generally as they become due.


 






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(b)   If
any Event of Default occurs, then upon such occurrence, in addition to all rights and remedies of Holder under this Note, applicable law
or otherwise, all such rights and remedies being cumulative, not exclusive and enforceable alternatively, successively and concurrently,
Holder may, at its option, declare due any or all of the Borrower’s obligations, liabilities and indebtedness owing to Holder under
this Note whereupon the then unpaid aggregate balance thereof together with all accrued but unpaid interest thereon as of such date shall
immediately be due and payable, together with all expenses of collection hereof, including, but not limited to, attorneys’ fees
and legal expenses (for this purpose, the Borrower shall pay all trial and appellate attorneys’ fees, costs and expenses, paid or
incurred by Holder in connection with collection of this Note). If the foregoing unpaid aggregate balance, accrued interest, expenses
and collection costs are not paid upon demand upon the occurrence of an Event of Default (collectively, the “Default Balance”),
such Default Balance shall bear interest until paid in full at the Stated Rate plus 8.00% per annum or the maximum interest rate then
permitted under applicable law (whichever is less) (the “Default Rate”). From and after maturity of this Note (whether upon
the scheduled Maturity Date, or by acceleration or otherwise), the Default Balance shall bear interest until paid in full at the Default
Rate.


 


(c)   Holder
need not provide and the Borrower hereby waives any presentment, demand, protest or other notice of any kind, and Holder may immediately
and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to
it under applicable law. Such declaration may be rescinded and annulled by Holder at any time prior to payment hereunder.


 


4.   Unsecured
Obligations. This Note and the amounts payable hereunder, including principal and accrued interest shall be unsecured obligations
of the Borrower. The Borrower agrees, and Holder by accepting this Note agrees, that this Note and the amounts payable hereunder, including
principal and accrued interest, are subordinated in right of payment and otherwise to the prior payment in full of all Indebtedness (as
defined below) of the Borrower secured by a lien, mortgage, pledge, charge, security interest or encumbrance on any asset of the Borrower
(“Senior Indebtedness”), whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed, and
that the subordination is for the benefit of the holders of Senior Indebtedness. Holder agrees at the request of the Borrower to enter
into subordination agreements with holders of Senior Indebtedness and to execute and deliver such other agreements and instruments as
the Borrower may reasonably request from time to time as may be necessary to effectuate the intent and purposes of this Section 4. For
purposes of this Section 4, the term “Indebtedness” means with respect to the Borrower, any indebtedness of the Borrower,
whether or not contingent, in respect of (1) borrowed money; (2) evidenced by bonds, notes, debentures or similar instruments or letters
of credit, or reimbursement agreements in respect thereof; (3) banker’s acceptances; (4) representing capital lease obligations;
(5) the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense
or trade payable; or (6) representing any hedging obligations; if and to the extent any of the preceding, other than letters of credit
and hedging obligations, would appear as a liability upon a balance sheet of the Borrower prepared in accordance with United States generally
accepted accounting principles.


 


5.   No
Waiver of Holder’s Rights. All payments of principal and interest shall be made without setoff, deduction or counterclaim. No
delay or failure on the part of Holder in exercising any of its remedies, powers or rights, nor any partial or single exercise of its
remedies, powers or rights shall constitute a waiver thereof or of any other remedy, power or right; and no waiver on the part of Holder
of any of its remedies, powers or rights shall constitute a waiver of any other remedy, power or right.


 


6.   Cumulative
Rights and Remedies. The rights and remedies of Holder expressed herein are cumulative and not exclusive of any rights and remedies
otherwise available under this Note or applicable law (including at equity). The election of Holder to avail itself of any one or more
remedies shall not be a bar to any other available remedies.


 






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7.   Successors
and Assigns. This Note shall be binding upon the Borrower and its successors and shall inure to the benefit of Holder and its successors
and permitted assigns. This Note may not be offered, sold, assigned or otherwise transferred by Holder without the prior written consent
of the Borrower. The term “Holder” as used herein, shall also include any permitted endorsee, assignee or other holder of
this Note.


 


8.   Lost
or Stolen Note. If this Note is lost, stolen, mutilated or otherwise destroyed, the Borrower shall execute and deliver to Holder a
new promissory note containing the same terms, and in the same form, as this Note. In such event, the Borrower may require Holder to deliver
to the Borrower an affidavit of lost instrument and customary indemnity in respect thereof as a condition to the delivery of any such
new promissory note.


 


9.   Governing
Law; Dispute Resolution. This Note shall be governed by the laws of the State of Florida without regard to its conflict of laws principles.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of Fort Lauderdale,
Broward County, Florida for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or
that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices
to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


10.   Notices.
Any notice, approval, consent, request or other communication hereunder shall be given only by, and shall be deemed to have been received
upon, (a) registered or certified mail, return receipt requested, on the date on which received as indicated in such return receipt, (b)
delivery by a nationally recognized overnight courier, one (1) Business Day after deposit with such courier, (c) facsimile during regular
business hours of the recipient, upon electronic confirmation of receipt or (d) email transmission, during regular business hours of the
recipient, upon further electronic communication from the recipient acknowledging receipt (whether automatic or manual from recipient),
in each case, at the address reflected below or at such other address as such party shall request in a written notice hereunder:


 


If to the Borrower:


 


VPR Brands, L.P.


Attn: Kevin Frija


Chief Executive Officer


3001 Griffin Road


Fort Lauderdale, FL 33312


E-mail: kevin.frija@vprbrands.com


Fax: (954) 371-0097


 


If to the Holder, to:


 


___________________________


Email:


Fax:
[____________________] 


 









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11.   Taxes.
The Borrower shall be solely responsible for any necessary tax or assessment relating to this Note.


 


12.   Non-circumvention.
The Borrower hereby covenants and agrees that the Borrower will not, by amendment of its Articles of Incorporation, Bylaws or through
any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any
other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in
good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights of the Holder of
this Note.


 


13.   Holder
Agreement. Holder by its receipt and acceptance of this Note hereby agrees to be legally bound by the provisions of this Note in all
respects.


 


IN WITNESS WHEREOF, the undersigned
has signed this Note on behalf of the “Borrower” and not as a surety or guarantor or in any other capacity.


 


[Signature page follows]


 






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IN WITNESS WHEREOF, the Borrower
has executed this Note as of the Issue Date.


 


	 	VPR BRANDS, LP
	 	 
	 	By: 	/s/ Kevin Frija
	 	Name:	 Kevin Frija
	 	Title: 	Chief Executive Officer and Chief Financial Officer



 


 


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