Exhibit 10.1



 


Exhibit 10.1


 


PROMISSORY
NOTE


 


$500,000


January
22, 2014


Ukiah,
California


 


FOR
VALUE RECEIVED, MENDOCINO BREWING COMPANY, INC. (“Maker”), a California corporation, promises to pay to the order
of CATAMARAN SERVICES, INC. (“Holder”), a Delaware corporation, the principal sum of Five Hundred Thousand
Dollars ($500,000) (“Principal”), with interest as defined below.


 


Maker
promises to pay interest to Holder from the date of this Note on unpaid Principal owing from time to time at a rate equal to the
lesser of (i) one and one-half percent (1.50%) per annum above the prime rate offered from time to time by the Bank of America
Corporation in San Francisco, California, or (ii) ten percent (10%) per annum, until the Principal is fully paid.


 


Maker
shall make payments in lawful money of the United States of America and in immediately available funds. Computations of interest
shall be based on a year of 365 days but shall be calculated for the actual number of days in the period for which interest is
charged.


 


All
payments under this Note shall be made to Holder as directed by the Holder in writing.


 


This
Note may be prepaid in whole or in part, without penalty, at the option of Maker and without the consent of Holder. All payments
shall be applied first to accrued and unpaid interest, and then to the principal balance outstanding.


 


All
payments made pursuant to this Note are expressly subject to the following conditions:


 


		a)	No
                                         portion of Principal or interest on this Note will be payable or paid until either 1)
                                         the Obligation (as that term is defined in the Credit and Security Agreement dated as
                                         of June 23, 2011, as amended, modified, or supplemented from time to time, between Maker,
                                         Releta Brewing Company LLC, and Cole Taylor Bank) to Cole Taylor Bank has been paid and
                                         satisfied in full; or 2) the repayment is a Permitted Payment (as defined below).
	 	 	 
		b)	If
                                         Maker receives a cash contribution for the purchase of equity from its majority shareholder
                                         (the “Investment”), Maker may use that portion (and only that portion) of
                                         the Investment that is in excess of $500,000 (“Excess Contribution”) to make
                                         payment on this Note in an amount not greater than the amount of the Excess Contribution
                                         (“Permitted Payment”).



 


The
full payment of this Note, and accompanying interest, shall be due within six (6) months of the date of this Note, subject to
the Maker having received an Investment sufficient to pay the Note either through 1) Permitted Payments, or 2) a complete satisfaction
of both the Obligation to Cole Taylor Bank and the Note. Should Maker not be able to satisfy this Note at the end of the original
six (6) month term, this Note shall be automatically extended for additional six (6) month terms until such time as Maker receives
such an Investment sufficient to satisfy this Note.


 




    	 



    	 



    


 


This
Note is unsecured, not subject to any guarantee by any third party, nor has Maker granted a security interest in any of its property
to Holder in relation to this Note.


 


Maker
waives presentment, protest, and demand, notice of protest, notice of demand, and dishonor, and notice of nonpayment of this Note.
Except for the right to demand and receive payments of the Permitted Payments, if any, Holder agrees to take no enforcement action
on this Note until the Obligation to Cole Taylor Bank has been paid and satisfied in full. Maker expressly agrees that this Note
or any payment under this Note may be extended by Holder from time to time without in any way affecting the liability of Maker.
Further, for the benefit of Cole Taylor Bank, this Note may not be amended or modified without the prior written consent of Cole
Taylor Bank.


 


This
Note shall be governed by the laws of the State of California excluding its conflict of law rules.


 


The
prevailing party in any action (i) to collect payment on this Note, or (ii) in connection with any dispute that arises as to its
enforcement, validity, or interpretation, whether or not a legal action is instituted or prosecuted to judgment, shall be entitled
to all costs and expenses incurred, including attorneys’ fees.


 


If
any provision or any word, term, clause, or part of any provision of this Note shall be invalid for any reason, the same shall
be ineffective, but the remainder of this Note and of the provision shall not be affected and shall remain in full force and effect.


 


Except
as those terms and conditions concerning Cole Taylor Bank or the Obligation, any of the terms or conditions of this Note may be
waived by Holder, but no such waiver shall affect or impair the rights of Holder to require observance, performance, or satisfaction,
either of that term or condition as it applies on a subsequent occasion or of any other term or condition of this Note.


 


IN
WITNESS WHEREOF, Maker, by its appropriate officers duly authorized, has executed this promissory note on the day and year first
written above.


 


	MAKER	 	Accepted
    and Agreed:
	 	 	 
	MENDOCINO
    BREWING COMPANY, INC.	 	CATAMARAN
    SERVICES, INC.
	 	 	 
	 	 	 
	Chief
    Financial Officer	 	Secretary
	Mendocino
    Brewing Company, Inc.	 	Catamaran
    Services, Inc.
	1601,
    Airport Road,	 	2711,
    Centerville Road, Suite 400
	Ukiah,
    CA 95482	 	Wilmington,
    DE 19808