Jammin Java Corp. 8-K


 


Exhibit 10.2





SECURED PROMISSORY NOTE


$297,324.05


Los Angeles, CA


Date:June 27, 2016


For value received, Jammin Java Corp.,
a Nevada corporation dba Marley Coffee (“Maker”) promises to pay to the order of Fifty-Six Hope Road
Music Limited, a company organized under the laws of the Bahamas (“Holder”), or to any depository or
collections agent, on behalf of Holder, at 100 West 33rd Street, Suite 1007, New York, NY, 10001, or such other address and in
such manner, as Holder may from time to time designate in writing, in lawful money of the United States, the principal sum of $297,324.05,
in accordance with the following:


ARTICLE 1 –
DEFINITIONS


Terms with initial
capital letters used in this Note shall have the following meanings, whether used in the singular or the plural:


1.1


“Loan”:
The loan evidenced by this Note.


1.2


“Maturity
Date”: August 31, 2016.


1.3


“Note”:
This Promissory Note.


1.4


“Security
Agreement”: That certain Security Agreement of even date herewith made by Maker in favor of Holder.


ARTICLE 2 - INTEREST
AND PAYMENTS


2.1


Rate of Interest.
The principal balance outstanding from time to time shall bear interest from and after the date hereof (subject to Section 3.5
below), at 0.71%.


2.2


Computation of
Interest. With respect to default interest pursuant to Section 3.5 below, such interest shall be calculated on a 365/365
simple interest basis; that is, by applying the ratio of the annual interest rate over the number of days in a year (366 during
leap years), multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is
outstanding.


2.3


Payment.
The entire outstanding principal amount of this Note shall be due and payable by Maker without any further action by Holder on
the Maturity Date. All payments due hereunder, including payments of principal and/or interest, shall be made by Maker to Holder
in United States Dollars and shall be in the form of immediately available funds acceptable to Holder.


2.4


Security.
Maker’s obligations hereunder are secured by the collateral as set forth in the Security Agreement, the terms of which are
incorporated herein by reference.


 




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ARTICLE 3 - ADDITIONAL
TERMS AND CONDITIONS


3.1


Application of
Payments. All payments received, irrespective of how they may be designated by Maker, shall be applied first to charges
other than interest and principal, if any, owing hereunder, then to accrued interest, then to principal, except that, after the
occurrence and during the continuation of any default under this Note, all amounts received shall be applied in such order as Holder,
in its sole discretion, may elect. Maker waives the application of any statute or rule of law that would otherwise direct, or permit
Maker to direct, the order of application of payments made by Maker or amounts otherwise received by Holder. Interest, if any,
not paid when due shall then be added to the principal (which shall not cure the default in payment) and shall thereafter bear
like interest.


3.2


No Waiver.
The acceptance by Holder of any payment under this Note after the date that such payment is due shall not constitute a waiver of
the right to require prompt payment when due of future or succeeding payments or to declare a default as herein provided for any
failure to so pay. The acceptance by Holder of the payment of a portion of any installment at any time that such installment is
due and payable in its entirety shall neither cure nor excuse the default caused by the failure to pay the whole of such installment
and shall not constitute a waiver of Holder’s right to require full payment when due of all future or succeeding installments.
No delay or discontinuance in the exercise of any right, power, privilege, option or remedy hereunder shall be deemed a waiver
of such right, power, privilege, option or remedy, nor shall the exercise of any right, power, privilege, option or remedy be deemed
an election of remedies or a waiver of any other right, power, privilege, option or remedy. Without limiting the generality of
the foregoing, the failure of Holder after the occurrence of any default hereunder to exercise Holder’s right to declare
any amount immediately due and payable shall not constitute a waiver of such right in connection with any future default. Acceleration
of maturity, once elected by Holder, may be, in Holder’s sole and absolute discretion rescinded by Holder’s written
acknowledgment to that effect.


3.3


Optional and
Mandatory Prepayment.


3.3.1


Maker may prepay
this Note in whole or in part at any time without penalty. No partial prepayment shall release Maker from thereafter tendering
any other payment required herein until this Note is paid in full.


3.3.2


Maker shall prepay
this Note with the proceeds received or receivable by Maker relative to the sale, transfer or license of substantially all of the
equity or assets of Holder.


3.3.3


Maker shall prepay
this Note following any transaction or series of transactions the result of which is that: (a) 2 or more directors are added to
the Board of the Maker who were not previously directors or (b) more than 25% of the equity of the debtor is owned by someone not
previously a shareholder.


3.4


Default.
The following shall constitute a “default” under this Note if not cured within ten (10) days after receipt
by Maker of notice of such default:


3.4.1


A default in the
punctual payment when due of any amount hereunder;


 




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3.4.2


Maker’s failure
to comply with or to observe any other term or provision of this Note or the Security Agreement;


3.4.3


A default under the
Security Agreement that is not timely cured; and/or


3.4.4


The commencement
of any liquidation, reorganization, receivership, bankruptcy, assignment for the benefit of creditors or other debtor-relief proceeding
by or against Maker or affecting any interest of Maker in any kind of property or asset whether real, personal or mixed, or tangible
or intangible.


3.5


Waivers; Acceleration
Rights; Interest After Acceleration or Maturity. Upon the occurrence of a default hereunder, Holder may, at its election
and without presentment, demand or notice or protest of any kind, all of which are expressly waived by Maker, take any action permitted
at law or in equity, including, without limitation declare the entire balance of principal and interest thereon immediately due
and payable, together with all costs of collection, including reasonable attorneys’ fees and all expenses incurred in connection
with collection of all sums due hereunder. Maker expressly agrees that this Note, or any payment hereunder, may be renewed, modified
or extended from time to time and at any time by Holder. This provision shall not, however, be construed as extending the time
for payment of any amount hereunder and shall in no event constitute a waiver of Maker’s default with respect to such overdue
amount nor prevent Holder from exercising any of its other rights and remedies with respect to such default. At such time as this
Note becomes due in full, whether by acceleration (upon default or otherwise), by the occurrence of the Maturity Date or otherwise,
if Maker fails to pay all amounts due the unpaid principal balance, accrued interest and costs incurred (and any judgment or decree
with respect thereto) shall from and after the date due bear interest until paid at a rate equal to seven and one half percent
(7.5%) per annum. The rights, powers, privileges, options and remedies of Holder, as provided in this Note, in the Security Agreement,
or otherwise available at law or in equity shall be cumulative and concurrent, and may be pursued singly, successively or together
at the sole discretion of Holder, and may be exercised as often as occasion therefor shall occur.


3.6


Representations,
Warranties and Covenants. Maker represents and warrants to Holder as follows:


3.6.1


This Note, when executed
and delivered by Maker, shall constitute the valid and binding obligation of Maker enforceable in accordance with its terms. Maker
has the absolute and unrestricted legal right, power and authority to execute and deliver this Note and consummate the transactions
contemplated hereby.


3.6.2


The Maker is solvent,
and the execution of this Note and consummation of the transactions contemplated hereby will not render Maker insolvent.


3.7


Time of the Essence.
Time is of the essence with respect to the payment and performance of the obligations of this Note.


3.8


Transfer; Successors
and Assigns. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors
and assigns of the parties; provided, that, Maker shall not assign this Note without the prior written consent of Holder, at its
sole discretion and provided that no such assignment or delegation shall relieve Maker from any of its obligations hereunder. 


 




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3.9


Governing Law.
This Note shall be governed by and construed in accordance with the laws of the State of California without regard to its choice
of law provisions. All actions or legal proceedings shall be brought in the courts of Los Angeles County, State of California.


3.10


Further Execution.
The parties agree to take all such further actions and to execute such documents, certificates and instruments as may reasonably
be necessary to carry out and consummate this Note.


3.11


Entire Agreement;
Amendment. This Note and the Security Agreement constitute the entire agreement between the parties with respect to the
subject matter hereof and supersedes and merges all prior agreements or understandings, whether written or oral. Except as set
forth elsewhere herein, this Note may not be modified, in whole or in part, except by an agreement in writing signed by each of
the parties hereto.


3.12


Severability.
If one or more provisions of this Note are held to be unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision,
then (i) such provision shall be excluded from this Note, (ii) the balance of the Note shall be interpreted as if such provision
were so excluded, and (iii) the balance of the Note shall be enforceable in accordance with its terms.


3.13


Expenses.
Each party shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance
of this Note.


3.14


Notices.
All notices, requests, demands and other communications required or permitted to be made hereunder shall be in writing and
shall be deemed duly given if hand delivered against a signed receipt therefor, sent by registered or certified mail, return receipt
requested, first class postage prepaid, sent by nationally recognized overnight delivery service, sent by confirmed facsimile transmission,
or sent by confirmed e-mail, in each case addressed to the party entitled to receive the same at the address specified below:


If to Holder, then
to:


Fifty-Six Hope
Road Music Limited


Attn: Doreen Crujeras


100 West 33rd
Street


Suite 1007


New York, NY,
10001


Email: Doreen@bobmarley.com




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and a copy, sent as prescribed herein,
to: 


Bonnie Eskenazi, Esq.


Greenberg Glusker Fields Claman
& Machtinger LLP


1900 Avenue of the Stars


21st Floor


Los Angeles, CA 90067


E-mail: beskenazi@greenbergglusker.com


If to Maker, then
to:


Jammin Java Corp.


Attn: Anh Tran


4730 Tejon St.


Denver, CO 80211


E-mail: anh@marleycoffee.com


3.15


Headings.
The Section and Subsection headings used herein are for convenience or reference only, are not a part of this Note and are not
to affect the construction of, or be taken into consideration in interpreting, any provision of this Note.


3.16


Acknowledgement;
Drafting Presumption. Each of the parties hereto acknowledges that it has read this Note and knows and understands its
contents, and that it has had the opportunity to consult with and to be advised by its own legal counsel with respect to the Note
to the extent deemed advisable by it. Maker acknowledges that the Holder’s attorneys, Greenberg Glusker Fields Claman &
Machtinger LLP, do not represent it in connection with this Note or any matters arising from or relating to this Note. No presumption
shall be applied in any interpretation of this Agreement to the effect that the terms hereof shall be more strictly construed against
one party by reason of any rule or construction that a document is to be construed more strictly against the party who prepared
it.






SIGNATURES


Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


 


	MAKER:	 
	 	 
	JAMMIN JAVA CORP.	 
	 	 
	 	 
	 	 
	By:	/s/ Anh Tran	 
	Name:	Anh Tran
	 
	Title:	President 	 



 














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