Exhibit 10.1


 


THIS PROMISSORY NOTE (“NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE
SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	Principal Amount: Up to $150,000	Dated as of August 10, 2015


 


PMV ACQUISITION CORP.,
a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of NEVADA PMV ACQUISITION
HOLDING COMPANY, LLC, a Delaware limited liability company or its registered assigns or successors in interest
(the “Payee”), on order, the principal sum of up to One Hundred Fifty Thousand Dollars ($150,000) in
lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be
made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee
may from time to time designate by written notice in accordance with the provisions of this Note.


 


1. Principal. The
principal balance of the Note shall be payable on the earlier of: (i) August 31, 2016, (ii) the date on which Maker consummates
an initial public offering of its securities (the “IPO”) or (iii) the date on which Maker determines not to
proceed with the IPO. The principal balance may be prepaid at any time.


 


2. Interest.
No interest shall accrue on the unpaid principal balance of this Note or as a result of any Drawdown Request (as defined below).


 


3. Drawdown
Requests. The principal of this Note may be drawn down from time to time prior to the earlier of: (i) August 31, 2016 or (ii)
the date on which Maker consummates the IPO, upon written request from Maker to Payee (each, a “Drawdown Request”).
Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand Dollars ($10,000).
Payee shall fund each Drawdown Request no later than five (5) business days after receipt of a Drawdown Request; provided, however,
that the maximum amount of drawdowns collectively under this Note is One Hundred Fifty Thousand Dollars ($150,000). Once an amount
is drawn down under this Note, it shall not be available for future Drawdown Requests even if prepaid. No fees, payments or other
amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.


 


4. Terms of Drawdown
Requests. Maker and Payee agree that Maker may request up to One Hundred Fifty Thousand Dollars ($150,000) for costs reasonably
related to Maker’s IPO. 


 


5. Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due
under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges
and finally to the reduction of the unpaid principal balance of this Note.


 


6. Events of Default.
The following shall constitute an event of default (“Event of Default”):






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 (a) Failure to Make Required Payments. Failure by Maker
to pay the principal amount due pursuant to this Note within ten (10) business days of the date specified above.


 


 (b) Voluntary Bankruptcy, Etc. The commencement by Maker
of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent
by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit
of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by
Maker in furtherance of any of the foregoing.


 


 (c) Involuntary Bankruptcy, Etc. The entry of a decree
or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable
bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs,
and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.


 


7. Remedies.


 


 (a) Upon the occurrence of an Event of Default specified in
Section 6(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the
unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein
or in the documents evidencing the same to the contrary notwithstanding.


 


 (b) Upon the occurrence of an Event of Default specified in
Sections 6(b) and 6(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall
automatically and immediately become due and payable, in all cases without any action on the part of Payee.


 


8. Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by
Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting
any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy
or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment;
and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of
execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.


 


9. Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other
party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted
by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.






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10. Notices.
All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered
personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address
or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most
recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice
or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the
business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day
after delivery to an overnight courier service or five (5) days after mailing if sent by mail.


 


11. Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK APPLICABLE TO CONTRACTS WHOLLY PERFORMED
WITHIN THE BORDERS OF SUCH STATE AND WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF.


 


12. Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


13. Trust Waiver.
Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind
(“Claim”) in or to any distribution of or from the trust account to be established in which the proceeds of
the IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of
the units issued in a private placement to occur prior to the effectiveness of the IPO are to be deposited, as described in greater
detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with
the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account
for any reason whatsoever.


 


14. Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the
Maker and the Payee.


 


15. Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of
law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required
consent shall be void.


 


[Signature page on next page]



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IN WITNESS WHEREOF,
Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year
first above written.


 


	 	PMV ACQUISITION CORP.
	 	 
	 	By:	/s/ Christopher Marangi


	 	 	Name: 	Christopher Marangi
	 	 	Title:	Chairman and CEO




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