Exhibit 10.1


 


LOAN AGREEMENT FOR VAT PAYMENT


 


This LOAN AGREEMENT
(this “Agreement”) is made as of December 11th, 2015 by and between the parties hereinafter:


 


One side, as “Lender”,


 


LAKELAND INDUSTRIES,
INC. (“Lakeland”), a Company duly organized under the laws of the State of Delaware, United States
of America, with its head office located at 3555 Veterans Memorial Hwy, Suite C, Ronkonkoma, NY, 11779-7410, herein represented
by its Legal Representative, CHRISTOPHER JAMES RYAN, American citizen, married, executive, Passport number 482515842, domiciled
in 136 W. Bayberry Road, Islip, NY, United States of America, ZIP code 11751;


 


On the other side, as
“Debtor”,


 


LAKE BRASIL INDÚSTRIA
E COMÉRCIO DE ROUPAS E EQUIPAMENTOS DE PROTEÇÃO INDIVIDUAL LTDA. (“Qualytextil”), a
company duly organized under the laws of Brazil, with its head office located at Rua Luxemburgo, 260, Lotes 82/83 – Bloco
O, Loteamento Granjas Rurais, Salvador – BA, Brazil, 41230-130, enrolled before the Brazilian Taxpayers Registry (C.N.P.J./M.F.)
under the Number 04.011.170/0001-22, herein represented by its Legal Representative, JACK ANTUNES NEMER (“JNemer”).


 


R E C I T A L S


 


WHEREAS, Qualytextil
wants to fulfill its debts with the State of Bahia related to the pending VAT tax cases taking financial advantages into the Amnesty
that is in place right now (as hereinafter defined).


 


WHEREAS, Qualytextil
acknowledges that it shall be responsible for the payment of any and all liabilities of Qualytextil, but does not have enough cash
to pay it right now and Lakeland recognizes that this is a unique chance to pay this with a very significant discount, and no other
chance like this may happen for years.


 


NOW, THEREFORE,
the Parties hereby agree to enter into this Agreement upon the following terms and provisions which are mutually agreed and accepted
by Parties as follows:


 




     


    	 



    

 


Article
I 

DEFINITIONS


 


1.1         Defined
Terms


 


For the purposes of
this Agreement, the following terms shall have the following meanings:


 


“Multiplica”
means Multiplica Soluções Empresariais Ltda., a company duly organized under the laws of Brazil, with its head office
located at Rua Rego Barros, 570, apt. 104, block D, Bairro Jardim Vila Formosa, CEP 03460-000 and enrolled before the Brazilian
Taxpayers Registry (C.N.P.J./M.F.) under the Number 14.782.440/0001-52. Multiplica is a service provider that advises the management
of Qualytextil in relation to securing financing in order for Qualytextil to avoid cash flow constraints that are restricting its
return to profitability; assistance in negotiation and revision of VAT tax issues; and participating in a Managing Committee to
discuss and advise payment of invoices, financing of accounts receivable, factoring and negotiation with suppliers and banks.


 


“Person”
means any individual, corporation, limited liability company, partnership, firm, association, joint venture, joint stock company,
trust, unincorporated organization or other entity, or any government or regulatory, administrative or political subdivision or
agency, department or instrumentality thereof.


 


Article
II 

SHARE TRANSFER AGREEMENT


 


2.1         Valid
of the share transfer agreement


 


The parties agree that this document
does not replace or cancel any of the obligations or provisions set forth in the Shares Transfer Agreement executed by and between
both parties, as well JNemer and Zap Comércio de Brindes Corporativos Ltda. (“Zap”) , dated June
18th 2015 (the “Shares Transfer Agreement”), except as otherwise herein expressly specified.


 




    	 	2	 



    	 



    

 


Article
III 

VAT TAX LIABILITIES


 


3.1         Brazilian
Liabilities


 


Qualytextil and Lakeland
agrees that new amnesty presented now is a unique chance to have VAT tax liabilities paid off with a significant discount, that
will impact both sides in reducing their liabilities or contingent liabilities for the future.


 


After signing the Shares
Transfer Agreement, the state of Bahia initiated a substantial number of actions to collect the pending VAT taxes. These actions
were coincident with a new amnesty proposal that is quite different from all other previous offered and that represents a large
discount (the “Amnesty”).


 


The Amnesty period
runs from November 1ST , 2015 through December 18TH , 2015 and contains the following provisions:


 


		1.	Lump Sum Settlement



		a.	85% discount on fines and interest



		b.	50% discount on legal fees



 


		2.	Payment in 36 installments



		a.	60% discount on fines and interest



		b.	50% discount on legal fees



 


According to table
1 attached, in conformance with the Amnesty provisions, Qualytextil shall pay the VAT taxes in respect of cases Nr. 108880.0301/09-8A
and 207140.0010/10-0A with total value of R$ 8,384,012.00 (eight million, Three hundred and eighty four thousand and twelve reais)
against a original value of R$ 17,597,930.00 (seventeen million, five hundred and ninety seven thousand and nine hundred and thirty
reais) that represents an over 50% discount.


 


Settlement of the VAT
Claims will make R$ 3,395,947.00 (three million, three hundred and ninety five thousand and nine hundred, forty seven reais) in
VAT credits available to Qualytextil to be used against future VAT payments of monthly sales volumes.


 




    	 	3	 



    	 



    

 


Article
IV 

THE LOAN


 


4.1         LOAN


 


Lakeland will provide
a non-interest bearing loan to Qualytextil in the amount of R$ 8,584,012.00, (the “Loan”), in accordance
with the terms and conditions of this Agreement, to be utilized solely for the full and complete settlement of VAT claims Nr. 108880.0301/09-8A
and Nr. 207140.0010/10-0A. The Loan shall be evidenced by a NOTE in the form attached hereto as Exhibit A, which NOTE shall include
a provision, among others, relating to Events of Default.


 


Lakeland will wire
the funds, directly into the joint account held by Multiplica and Qualytextil. Upon receiving of the Loan amount, the entire amount
of the Loan shall be utilized to pay the VAT tax in accordance with the Lump Sum settlement option described in section 3.1, within
the period of the Amnesty described in section 3.1, and Qualytextil shall send written proof of payment to Lakeland within 72 hours
after the payment. To assure payment, Eduardo Tavares will hold the bank security token of Qualytextil until payments are concluded.
Qualytextil specifically agrees to allow Eduardo Tavares as a representative of Lakeland to direct the payments to pay the VAT
tax settlements as described in this Agreement and that Qualytextil will give Eduardo Tavares whatever assistance he may need and
not do anything to the contrary.


 


The full amount will
be repaid, as specified in Article IV, considering the items:


 


		1.	R$ 3,395,947.00 (three million, three hundred and ninety five thousand and nine hundred, forty
seven reais) of VAT tax credits that this settlement will generate to Qualytextil, and it will pay back to Lakeland in accordance
to normal monthly sales volumes as specified hereunder.



 


		2.	R$ 950,000.00 (nive hundred and fifty thousand reais) that is equivalent to US$ 250,000.00 (two
hundred and fifty thousand united state dollars) in continuing business incentives provided by Lakeland to Qualytextil in section
2.5 (e) of the Shares Transfer Agreement is hereby waived by Qualytextil as partial payment of the debt.



 




    	 	4	 



    	 



    

 


		3.	R$ 4,238,065.00 (Four million and two hundred thirty eight thousand and sixty five reais), plus
the monthly payments described bellow, that will be secured with the PIS/COFINS claim Nr. 2006.33.00.017223-0, as collateral as
hereunder specified, which funds will be also utilized to make Loan repayments hereunder:



 


		a)	R$ 3,012,326.00 (three million and twelve thousand and three hundred twenty six reais): Qualytextil
is transfering the rights to the judicial deposit on PIS/COFINS claim Nr. 2006.33.00.017223-0 to Lakeland. The current balance
of this judicial account is R$ 3,012,326.00, however, Qualytextil will continue to make monthly deposits to the judicial account
until the case is ruled upon by the Supreme Court or the deposit is fully funded. No deduction will be made from the Loan amount
in respect of this item until actual payment of funds is made to Lakeland. Other than as its use as a judicial deposit, Qualytextil
may take no action to give any third party rights to these funds (other than Lakeland) until the Loan is repaid in full.



 


		b)	R$ 1,225,739 (one million and two hundred twenty five thousand and seven hundred thirty nine reais)
credits for PIS/COFINS taxes due to Qualytextil, related to the PIS/COFINS claims will be paid to Lakeland on a monthly basis in
accordance with monthly sales volume after success of the claim, or after the end of the payment of the VAT credits, as further
described elsewhere in this Agreement.



 


According to the attorney’s
opinion dated Dec 4th, 2015 and attached to this document, Qualytextil success chances for this case is considered PROBABLE.


 


Article
V 

TRANSFER OF CREDITS


 


5.1         TRANSFER
OF CREDITS


 


As set forth in Section
4.1.3(a), on the execution of this Agreement, Qualytextil expressly transfers to Lakeland the rights over the existing credits
on the judicial account linked to nr. 2006.33.00.017223-0 claim of the PIS/Cofins. This shall be deemed collateral for the Loan
until the Loan is repaid in full. To safeguard this treatment as collateral, Qualytextil agrees, within seven days of the date
hereof, to file this Agreement and/or such other appropriate documents with Nogueira Reis along with a request to have a co-signer
in the case of unfreezing of deposit. Such co-signer shall be chosen by Lakeland, and initially shall be Eduardo Tavares.


 




    	 	5	 



    	 



    

 


Current balance of
this judicial account is R$ 3,012,326.00 (three million and twelve thousand and three hundred twenty six reais).


 


Qualytextil will continue
to make monthly deposits to the judicial account until the case is ruled upon by the Supreme Court or the deposit is fully funded.


 


In case of success
(i.e. the funds are capable of been released), Lakeland and Qualytextil will take the necessary actions to release the funds and
Qualytextil must transfer this value to Lakeland into 72 hours up to the full amount owing on the Loan.


 


Attorneys success fee
will be deducted before any disbursements to Lakeland or Qualytextil


 


Article
VI 

REPAYMENT OF THE LOAN 


 


6.1         TOTAL
PAYMENT


 


The total of R$ 7,634,012
(seven million and six hundred and thirty four thousand and twelve reais) after taking consideration the R$ 950,000 deduction pursuant
to section 4.1.2, must be repaid to Lakeland in accordance with the following terms. No futher payments will be required once the
Loan is paid in full with each payment being made hereunder reducing the Loan amount owing to Lakeland:


 


6.2         VAT tax
credit


 


By paying the VAT tax
claims into the Amnesty Qualytextil will get a total of R$ 3,395,947.00 (three million, three hundred and ninety five thousand
and nine hundred, forty seven reais) as credits that can be used according it’s normal monthly sales volumes.


 


Qualytextil must pay
monthly, to Lakeland, the equivalent amount due to the State of Bahia (had there been no credit or offset) regarding the monthly
VAT tax up to the total amount above.


 




    	 	6	 



    	 



    

 


Qualytextil must present
to Lakeland, certified by the chief financial officer of Qualytextil, monthly, the calculation of the monthly values that should
be paid to the State of Bahia (had there been no credit of offset), within 20 days of the following month.


 


Qualytextil must then
pay to Lakeland the correspondent amount by no later then the month end following the month for which the sales were calculated.


 


Qualytextil will start
the payments immediately after achieving the break even point for its operations, but no later than October 31st, 2016.
Monthly cash flow statements, certified by the chief financial officer of Qualytextil, will be delivered to Lakeland within 20
days after the end of each month.


 


6.3         PIS/COFINS
tax credit


 


R$ 4,238,065.00 (Four
million and two hundred, thirty eight thousand and sixty five reais) related to the PIS/COFINS claim Nr. 2006.33.00.017223-0 is
required to be paid by Qualytextil to Lakeland as follows:


 


		a)	R$ 3.012.326,00 (three million and twelve thousand and three hundred twenty six reais), plus such
additional monthly deposits as are made, on the judicial deposit on PIS/COFINS claim Nr. 2006.33.00.017223-0 will be paid by Qualytextil
to Lakeland upon the success of the claim. Reference is made to sections 4.1.3(a) and 5.1 for additional provisions relating to
this credit.



 


		b)	R$ 1.225.739 (one million and two hundred, twenty five thousand and seven hundred thirty nive reais)
that Qualytextil will get as credit of PIS/COFINS, in case of success of the claim, will be paid to Lakeland on a monthly basis
in accordance with monthly sales volume. Qualytextil must pay monthly, to Lakeland, the equivalent amount due to the PIS/COFINS
regarding the monthly tax (had there been no credit or offset) up to the total amount above.



 


Qualytextil
must present to Lakeland, certified by the chief financial officer of Qualytextil, monthly, the calculation of the monthly values
that should be paid of PIS/COFINS, within 20 days of the following month.


 


Qualytextil
must pay to Lakeland the correspondent amount no later than the following month end, following the month for which the sales were
calculated.


 




    	 	7	 



    	 



    

 


6.4         Minimum
Quaterly Payments


 


Commencing with the three
month period ending October 31st 2016, to the extent that payments set forth in sections 6.2 and 6.3, for the three
month periods ended October 31st, January 31st, April 30th and July 31st, do not add
up to at least R$ 300,000, then Qualytextil shall pay to Lakeland an amount equal to R$ 300,000 less the amount paid pursuant to
sections 6.2 and 6.3 in such quarter. The first such payment shall be due on October 31st, 2016 and then on each January
31st, April 30th, July 31st and October 31st thereafter.


 


Once the Loan amount
is fully paid, no further payments shall be due in respect at the Loan pursuant to sections 6.1, 6.2, 6.3 and 6.4 and any collateral
given hereunder and not utilized will be assigned back to Qualytextil.


 


Article
VII 

OTHER ITENS 


 


7.1         DISTRIBUTION
GARANTEE


 


On the execution
of this Loan agreement the following condition included in section 2.4 of the Shares Transfer Agreement will become null and void
and Lakeland will have no other obligations to guarantee the payment of Qualytextil from Lakeland China.


 


“For the
period commencing on the Closing Date and ending three hundred and sixty five (365) days thereafter, Transferor shall also grant
to Lakeland Brazil a written guarantee with respect to the payment for all purchases made by Lakeland Brazil from Transferor’s
Affiliate in China, in the total amount of Sixty Four Thousand United States Dollars ($64,000.00). “


 


7.2         Continuing
Business Incentives


 


Qualytextil and
Lakeland agree that all Qualytextil’s need for additional funds to assure its regular operation during the first two (2)
years after the Closing Date as shown in the Valuation Report and the parties own studies was provided according to the Shares
Transfer Agreement up this date, and with this Loan to pay of the VAT tax debt, that is the principal debt of Qualytextil in Brazil,
returns Qualytextil the ability to participate on bids and helps assure its maintenance for several years.


 




    	 	8	 



    	 



    

 


7.3         Further
Assurances; Further Conveyances and Assumptions; Consent of Third Parties


 


(a)      Lakeland
and Qualytextil acknowledge that, due to the obligations assumed under the terms of this Agreement, Lakeland needs to extend it’s
access to Qualytextil accounting books, as described and accordingly to the specified on the Shares Transfer Agreement for the
necessary period till the complete payment of the Loan.


 


(b)      After payment
of the VAT tax debt, Lakeland releases Qualytextil from the obligation to maintain Multiplica as a financial advisor for a period
of at least two (2) years.


 




    	 	9	 



    	 



    

 


7.4         Administration
and Control of Qualytextil


 


(a)           By executing
this, Lakeland and Qualytextil, consent and agree with the following changes on the Share Transfer Agreement:


 


JNemer can
transfer or sell his ownership of at least fifty percent (50%) of Qualytextil’s shares, provided that the Loan is repaid
in full. Lakeland will assign any remaining PIS/COFINS credits back over to Qualytextil when the Loan is paid in full.


 


Article
VIII 

MISCELLANEOUS PROVISIONS


 


8.1         Notices


 


All notices and other
communications hereunder shall be in writing and shall be deemed to have been duly given upon receipt if (i) mailed by certified
or registered mail, return receipt requested, (ii) sent by Federal Express or other express carrier, fee prepaid, (iii) sent via
facsimile with receipt confirmed, or (iv) delivered personally, addressed as follows or to such other address or addresses of which
the respective party shall have notified the other.


 


	(a)	If to Transferor, to:	LAKELAND INDUSTRIES, INC.
	 	 	Attn: Charles Roberson
	 	 	202 Pride Lane
	 	 	Decatur, Alabama 35603
	 	 	United States of America


  


	(b)	If to Transferee, to:	LAKE BRASIL INDÚSTRIA E COMÉRCIO DE ROUPAS E EQUIPAMENTOS DE PROTEÇÃO INDIVIDUAL LTDA.
	 	 	Attn: Jack Antunes Nemer
	 	 	Rua Luxemburgo, 260, Lotes 82/83 – Bloco O
	 	 	Loteamento Granjas Rurais, Salvador – BA, 41230-130, Brasil


 




    	 	10	 



    	 



    

 


8.2         Expenses


 


Except as otherwise
provided in this Agreement, each party to this Agreement will bear all the fees, costs and expenses that are incurred by it or
him in connection with the transactions contemplated hereby, whether or not such transactions are consummated.


 


8.3         Assignment;
Binding Effect; Severability


 


This Agreement may
not be assigned by any party hereto without the other party’s written consent. This Agreement shall be binding upon and inure
to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each party hereto. The provisions
of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining
provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially
adverse to either party, in which event the parties shall use reasonable best efforts to arrive at an accommodation that best preserves
for the parties the benefits and obligations of the offending provision.


 


8.4         Governing
Law


 


THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK IN THE UNITED STATES OF AMERICA,
AS TO ALL MATTERS, INCLUDING MATTERS OF VALIDITY, CONSTRUCTION, EFFECT, ENFORCEABILITY, PERFORMANCE AND REMEDIES.


 


8.5         Consent
to Jurisdiction


 


(a)      Any dispute,
claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this Agreement, shall be determined by arbitration administered
by the Arbitration Place located in Toronto, Ontario, Canada, in accordance with the Rules of Arbitration of the International
Chamber of Commerce rules with same rules established in section 9.6(a) of the Shares Purchase Agreement.


 


(b)      Nothing
contained herein will be construed to exclude Lakeland, prior to the appointment of the Tribunal, from seeking provisional or emergency
remedies from any court of competent jurisdiction and such application shall not be deemed inconsistent with, or a waiver of, this
Agreement to arbitrate any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination,
enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement.


 




    	 	11	 



    	 



    

 


8.6         Execution
in Counterparts


 


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


 


8.7         No Third
Party Beneficiearies


 


Nothing in this Agreement,
express or implied, is intended to or shall (a) confer on any Person other than the parties hereto and their respective successors
or assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement or (b) constitute the parties
hereto as partners or as participants in a joint venture. This Agreement shall not provide third parties with any remedy, claim,
liability, reimbursement, cause of action or other right in excess of those existing without reference to the terms of this Agreement.
No Third Party shall have any right, independent of any right that exist irrespective of this Agreement, under or granted by this
Agreement, to bring any suit at law or equity for any matter governed by or subject to the provisions of this Agreement.


 


8.8         Specific
Performance


 


The parties agree that
irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with
their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction
or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in
any court in New York State, United States, this being in addition to any other remedy to which they are entitled at law or in
equity.


 


8.9         Jurisdiction


 


All parties hereto
consent to the jurisdiction in which actions may be brought pursuant to the Agreement.


 


IN WITNESS WHEREOF,
each party has caused this Agreement to be duly executed on its behalf by its duly authorized officer as of the date first written
above.


 




    	 	12	 



    	 



    

  


/s/ Chris Ryan


 






LAKELAND INDUSTRIES,
INC.


by Chris Ryan


Chief Executive Officer


 


 


/s/ Jack Antunes
Nemer


 






LAKE BRASIL INDÚSTRIA
E COMÉRCIO DE ROUPAS E EQUIPAMENTOS DE PROTEÇÃO INDIVIDUAL LTDA. (“QUALYTEXTIL”),


by Jack Antunes Nemer


Attorney


 


With respect to those provisions that constitute
an amendment to the Shares Transfer Agreement, JNemer and Zap agree thereto:


 


 


	/s/ Jack
    Antunes Nemer	 	/s/ Jack Antunes Nemer
	Jack
    Antunes Nemer	 	ZAP COMERCIO DE BRINDES 
	 	 	CORPORATIVOS LTDA. 
	 	 	By Jack Antunes Nemer, CEO


 


WITNESSES:


 


	1	 	 	2.	 
	 	Name:	 	 	Name:
	 	I.D.:	 	 	I.D.:
	 	C.P.F.:	 	 	C.P.F.:


 




    	 	13	 



    	 



    

 


PROMISSORY NOTE


 


R$7,634,012


December 11th, 2015


 


FOR VALUE RECEIVED,
Lake Brasil Indústria e Comércio de Roupas e Equipamentos de Proteção Individual LTDA, a limited liability
company duly organized under the laws of Brazil, located at Rua Luxemburgo, 260, Lotes 82/83 – Bloco O, Loteamento Granjas
Rurais, Salvador-BA, Brazil, 41230-130 (“Qualytextil”), hereby promises to pay to the order of Lakeland Industries,
Inc., a Delaware corporation, located at 3555 Veterans Memorial Highway, Suite C, Ronkonkoma,
NY 11779 (“ Holder”), the principal sum of Seven Million, Six Hundred and Thirty-Four Thousand and Twelve Reals
(R$7,634,012.00), according to the terms hereof.


 


This Promissory Note is being issued in
connection with the Loan Agreement for VAT Payment, dated December 11th, 2015, between Holder and Qualytextil (the “Loan
Agreement”) and is referenced in Section 4.1 of the Loan Agreement.


 


The principal
balance of this Promissory Note shall become due and payable by Qualytextil to Holder in accordance with the terms set forth in
the Loan Agreement, unless earlier pre-paid in full.


 


This Promissory Note
shall be non-interest bearing, provided, however, any amount due and payable under this Promissory Note which is not paid when
due (whether at maturity, by acceleration, Events of Default or otherwise) shall bear interest until paid in full at the rate of
six percent (6%) per annum.


 


Prepayment
of all or a portion of the principal of this Promissory Note shall be permitted without premium or penalty.


 


Any of
the following events (“Events of Default”) shall constitute a default under the terms of this Note: (1) failure
of Qualytextil to pay or perform any obligations hereunder; (2) a material breach of any of the agreements, covenants, warranties
or representations made by Qualytextil and contained in the Loan Agreement, provided that written notice thereof is provided by
Holder to Qualytextil and Qualytextil fails to cure any such breach within 5 business days; (3) Qualytextil not paying its obligations
as they become due; or (4) dissolution, termination of existence, insolvency, appointment of a receiver or other custodian of any
part of the property of, assignment for the benefit of creditors by, or the commencement of any proceedings under any bankruptcy
or insolvency laws by or against, Qualytextil, provided, however that Qualytextil shall have ninety (90) days from the commencement
thereof to dismiss any such bankruptcy or insolvency proceeding not commenced by Qualytextil. Upon the occurrence of an Event of
Default, Holder may, by written notice to Qualytexil, declare this Promissory Note to be due and payable, whereupon this Promissory
Note, and all other amounts payable hereunder, 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.


 




    	 	14	 



    	 



    

 


The failure
of Holder to exercise any right or remedy granted to it hereunder on any one or more instances shall not constitute a waiver of
any default by Holder, and all such rights and remedies shall remain continuously in force. No delay or omission in the exercise
or enforcement by Holder of any rights or remedies shall be construed as a waiver of any right or remedy of Holder; and no exercise
or enforcement of any such right or remedy shall be held to exhaust any other right or remedy of Holder.


 


All notices
and other communications hereunder shall be in writing and shall be deemed to have been duly given upon receipt if (i) mailed by
certified or registered mail, return receipt requested, (ii) sent by Federal Express or other express carrier, fee prepaid, (iii)
sent via facsimile with receipt confirmed, or (iv) delivered personally, addressed as follows or to such other address or addresses
of which the respective party shall have notified the other.


 


	(a)  If to Holder, to:	LAKELAND INDUSTRIES, INC.
	 	Attn: Charles Roberson
	 	202 Pride Lane
	 	Decatur, Alabama 35603
	 	United States of America
	 	 
	(b)  If to Qualytextil, to:	LAKE BRASIL INDÚSTRIA E COMÉRCIO DE ROUPAS E EQUIPAMENTOS DE PROTEÇÃO INDIVIDUAL LTDA.
	 	Attn: Jack Antunes Nemer
	 	Rua Luxemburgo, 260, Lotes 82/83 – Bloco O
	 	Loteamento Granjas Rurais, Salvador – BA, 41230-130, Brasil


 


The terms
and provisions hereof shall inure to the benefit of, and be binding upon, the respective successors and assigns of Qualytextil
and Holder. Qualytextil’s obligations under this Promissory Note may not be assigned without Holder’s prior written
consent.


 


If any one
or more of the provisions contained in this Promissory Note shall for any reason be held to be invalid, illegal or unenforceable,
such invalidity, illegality or unenforceability shall not affect any other provisions of this Promissory Note and this Promissory
Note shall be construed as of such invalid, illegal or unenforceable provision had never been contained herein.


 


This Promissory Note
may not be changed orally, but only by an instrument in writing duly executed by the parties against which enforcement of any waiver,
change, modification or discharge is sought.


 


This Promissory Note
has been made in, and its validity, construction and performance shall be governed in all respects by the laws of, the State of
New York.


 


[Signature Page Follows]


 




    	 	15	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned has caused this Promissory Note to be executed and delivered in New York on the date first written above.


 


	 	LAKE BRASIL INDÚSTRIA E COMÉRCIO DE ROUPAS E EQUIPAMENTOS DE PROTEÇÃO INDIVIDUAL LTDA.
	 	 	 
	 	 	 
	 	By:	/s/ Jack Antunes Nemer
	 	 	Name: Jack Antunes Nemer
	 	 	Title: CEO
	 	 	 


 




    	 	Page 1 of 18