Exhibit 10.2


 


REVOLVING
DEMAND LINE OF CREDIT NOTE


 


	$7,000,000.00	Dated:
    November 22, 2021


 


For
value received, the undersigned Stran & Company, Inc. a Nevada corporation duly qualified as a foreign corporation in the Commonwealth
of Massachusetts with a principal business address of 2 Heritage Drive, Quincy, Massachusetts (the “Borrower”), jointly and
severally if more than one, promises to pay to the order of Salem Five Cents Savings Bank, a Massachusetts savings bank having
a usual place of business at 210 Essex Street, Salem, Massachusetts 01970 (hereinafter, with any subsequent holder, the “Bank”
or the “Lender”) the principal amount of Seven Million and 00/100 Dollars ($7,000,000.00) or, if less, such amount as may
be the aggregate unpaid principal amount of all loans or advances made by the Bank to the Borrower pursuant hereto and a certain Revolving
Demand Line of Credit Loan Agreement (the “Loan Agreement”), together with interest at the rate set forth below from the
date of the Bank’s first advance to the Borrower on the aggregate unpaid principal balance from time to time outstanding, as follows:
consecutive monthly installments of interest only payable monthly in arrears on the last day of each month, commencing on December 31,
2021 with all outstanding principal and interest thereon being due and payable in full Upon Demand (notwithstanding the fact that this
is a demand note, the date on which demand for payment is made is referred to herein as the “Maturity Date”).


 


INTEREST
RATE:


 


Interest
on the outstanding principal balance of this Note shall accrue at a floating rate equal to the sum of the Prime Rate, as that rate may
change from time to time (the “Index”), plus one-half percent (0.50%) per annum. The term “Prime Rate”
shall mean the rate of interest published in the Wall Street Journal as the so-called “Prime Rate” or if no such rate is published,
an equivalent rate published by another financial publication of national standing as determined by the Bank. Changes in the Index shall
take effect on the effective date of any change in the “Prime Rate.”


 


REVOLVING
DEMAND:


 


This
Note is a revolving note and, subject to the foregoing, the Borrower may, at its option, at any time prior to demand borrow, pay, prepay,
and reborrow hereunder, all in accordance with the provisions hereof, the aforementioned Loan Agreement, and any and all other agreements
between the Borrower and the Bank related thereto; provided, however, that the principal balance outstanding shall at no time exceed
the face amount of this Note.


 


GENERAL
PROVISIONS:


 


		1.	Increase
                                            in Interest Rate and Late Charges. Upon Borrower’s failure for more than ten (10)
                                            days to make any payment of principal or interest on this Note when due, Borrower will pay
                                            Bank upon demand, in addition to all other amounts payable hereunder, a late charge equal
                                            to five percent (5.0%) of the overdue payment. In addition, upon Demand for payment by Lender,
                                            the rate of interest charged hereunder shall be increased by ten percent (10.0%) per annum
                                            over the rate of interest otherwise applicable hereunder.



 






     


     


    

 


		2.	Application
                                            of Payments. All payments shall be in arrears. All payments hereunder shall be applied
                                            first to any unpaid fees owed to the Bank, and then to any unpaid costs, expenses and other
                                            charges owed to the Bank, and then to accrued and unpaid interest, and the balance, if any,
                                            to principal. Following Demand for payment by Lender, payments may be applied in such manner
                                            as the Bank may determine. If any payment under this Note becomes due and payable on any
                                            day upon which Bank’s office is legally closed to business, the due date shall be extended
                                            to the next succeeding business day and interest shall be payable during such extension at
                                            the then applicable rate stated above.



 


Interest
payable hereunder shall be computed on the basis of a 360 day year counting the actual number of days elapsed.


 


		3.	Prepayment.
                                            The Note may be prepaid in whole or in part at any time without penalty.



 


		4.	Each
                                            Borrower and Endorser Liable. If more than one borrower has signed below, each such borrower
                                            has made all of the promises contained in this Note, and shall be jointly and severally liable
                                            for all obligations on this Note. If one or more endorser guarantors has signed below, each
                                            endorser guarantor agrees to all terms of this Note.



 


		5.	DEMAND
                                            NOTE. THIS NOTE IS DUE AND PAYABLE IN FULL UPON DEMAND. The entire unpaid principal balance
                                            of this Note and all unpaid accrued interest at the rate then payable, plus all costs and
                                            expenses incurred by the Lender in connection with this Note is due and payable in full Upon
                                            Demand at any time. Failure of the Borrower to make full repayment upon Demand shall
                                            constitute Default hereunder.



 


In
addition to any other right to which the Lender is or becomes entitled to upon the Borrower’s failure to make repayment hereunder
Upon Demand, such failure shall also constitute, at the Lender’s option and without demand, notice, or protest, a default under
all other agreements between the Lender and the Borrower and under all other instruments and papers given the Lender by the Borrower.


 


		6.	Loan
                                            Documents: Security. The following loan documents and security instruments are referred
                                            to as the “Loan Documents”, and are incorporated herein by reference with the
                                            same force and effect as if set forth herein in full: Loan Agreement; Security Agreement;
                                            and UCC-1 Financing Statements of the Borrower.



 


The
execution, endorsement or guaranty of this Note constitutes a confirmation by each person that any security interest listed above which
was given to Bank contemporaneously with or before the date hereof shall continue in effect as security for this Note.


 






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		7.	Costs
                                            and Expenses. Borrower and each endorser and guarantor of this Note, will pay all reasonable
                                            costs and expenses, including, without limitation, reasonable attorney’s fees and all
                                            expenses and disbursements of counsel, in connection with the protection or enforcement of
                                            any of Bank’s rights against Borrower or any such endorser and guarantor and against
                                            any collateral given to Bank to secure this Note or any other of Borrower’s liabilities
                                            or of such endorser and guarantor to Bank (whether or not suit is instituted by or against
                                            Bank). Borrower further agrees to pay all reasonable costs, expenses and reasonable attorneys’
                                            and other professionals’ fees incurred by the holder of this Note in connection with
                                            any “workout” or default resolution negotiations involving legal counsel or other
                                            professionals and further in connection with any re-negotiation or restructuring of the indebtedness
                                            evidenced by this Note. Any such costs, expenses and/or fees remaining unpaid after demand
                                            therefor, may, at the discretion of the holder, be added to the principal amount of the indebtedness
                                            evidenced by this Note.



 


		8.	Assignability.
                                            Bank may assign and transfer this Note to any person, firm or corporation and deliver to
                                            the assignee any collateral or security interest Bank holds in connection with this Note.
                                            In the event of such assignment, Bank will have no further responsibility or liability with
                                            respect to such collateral or security interest, and the terms of this Note and any related
                                            documents shall inure to the benefit of Bank’s assignee and its successors. This Note
                                            shall be binding upon Borrower and each endorser and guarantor hereof and upon Borrower and
                                            Borrower’s respective heirs, successors, assigns, and representatives, and shall inure
                                            to the benefit of Bank and its successors and endorsees.



 


		9.	Severability.
                                            If any provision of this Note is deemed by any court having jurisdiction thereof to be invalid
                                            or unenforceable, the other provisions of this Note shall remain in full force and effect.
                                            If any provision of this Note is deemed by any such court to be unenforceable because such
                                            provision is too broad in scope, such provision shall be construed to be limited in scope
                                            to the extent such court shall deem necessary to make it enforceable. If any provision is
                                            deemed inapplicable by any such court to any person or circumstances, it shall nevertheless
                                            be construed to apply to all other persons and circumstances.



 


		10.	Waiver.
                                            No delay or omission by Bank in exercising or enforcing any of its powers, rights, privileges,
                                            remedies, or discretion hereunder shall operate as a waiver thereof on that occasion nor
                                            on any other occasion. No waiver of any default hereunder shall operate as a waiver of any
                                            other default hereunder, nor as a continuing waiver.



 


		11.	Endorsement.
                                            Each endorser, jointly and severally if more than one, unconditionally guarantees prompt
                                            payment when due, by acceleration or otherwise, of this Note, regardless of its genuineness,
                                            validity, regularity or enforceability and waives any right to require Bank to proceed against
                                            Borrower or any collateral which Bank might have been granted to secure any endorser’s
                                            liabilities under this Note.



 


		12.	Presentment:
                                            Extension. The Borrower and every endorser or guarantor of this Note, regardless of the
                                            time, order or place of signing, waives presentment, demand, protest, notice of intent to
                                            accelerate, notice of acceleration and all other notices of every kind in connection with
                                            the delivery, acceptance, performance or enforcement of this Note and assents to any extension
                                            or postponement of the time of payment or any other indulgence, to any substitution, exchange
                                            or release of collateral, and to the addition or release of any other party or person primarily
                                            or secondarily liable and waives all recourse to suretyship and guarantor defenses generally,
                                            including any defense based on impairment of collateral.



 






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		13.	Miscellaneous.



 


Each
reference in this Note to Borrower, any endorser, and any guarantor, is to such person individually and also to all such persons jointly.


 


If
pursuant to the terms of this Note, the Borrower is at any time obligated to pay interest on the principal balance at a rate in excess
of the maximum interest rate permitted by applicable law for the loan evidenced by this Note, the applicable interest rate shall be immediately
reduced to such maximum rate and all previous payments in excess of the maximum rate shall be deemed to have been payments in reduction
of principal and not on account of the interest due hereunder.


 


The
Borrower represents to the Bank that the proceeds of this Note will not be used for personal, family or household purposes or for the
purpose of purchasing or carrying margin stock or margin securities within the meaning of Regulations U and X of the Board of Governors
of the Federal Reserve System, 12 C.F.R. Parts 221 and 224.


 


To
the maximum extent permitted by law, the Borrower and each endorser and guarantor of this Note waive and terminate any homestead rights
and/or exemptions respecting any premises under the provisions of any applicable homestead laws, including without limitation, Chapter
188, Section 1, of the General Laws of Massachusetts.


 


The
Borrower and each endorser and guarantor hereof each authorizes the Bank to complete this Note if delivered incomplete in any respect.
A photographic or other reproduction of this Note may be made by the Bank, and any such reproduction shall be admissible in evidence
with the same effect as the original itself in any judicial or administrative proceeding, whether or not the original is in existence.


 


The
Borrower and each endorser and guarantor of this Note each irrevocably submits to the nonexclusive jurisdiction of any Federal or state
court sitting in Massachusetts, over any suit, action or proceeding arising out of or relating to this Note. Each of the Borrower and
each endorser and guarantor irrevocably waives, to the fullest extent it may effectively do so under applicable law, any objection it
may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that
the same has been brought in an inconvenient forum. Each of the Borrower and each endorser and guarantor hereby consents to any and all
process which may be served in any such suit, action or proceeding, (i) by mailing a copy thereof by registered and certified mail, postage
prepaid, return receipt requested, to the Borrower’s, endorser’s or guarantor’s address shown herein or as notified to the Bank and (ii)
by serving the same upon the Borrower(s), endorser(s) or guarantor(s) in any other manner otherwise permitted by law, and agrees that
such service shall in every respect be deemed effective service upon the Borrower or such endorser or guarantor.


 






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The
Borrower and each endorser and guarantor hereof grant to the Bank a continuing lien on and security interest in any and all deposits
or other sums at any time credited by or due to the undersigned from the Bank or any of its banking or lending affiliates, or any bank
acting as a participant under any loan arrangement between the Bank and the Borrower, and any cash, securities, instruments or other
property of the undersigned in the possession of the Bank, or any of its banking or lending affiliates, or any bank acting as a participant
under any loan arrangement between the Bank and the Borrower, whether for safekeeping or otherwise, or in transit to or from the Bank
or any of its banking or lending affiliates or any such participant, or in the possession of any third party acting on the Bank’s
behalf (regardless of the reason the Bank had received same or whether the Bank has conditionally released the same). Each and every
one of the foregoing shall at all times constitute security for all of the liabilities and obligations of the undersigned to the Bank
and may be applied or set off against such liabilities and obligations of the undersigned to the Bank, at any time, whether or not such
liabilities and obligations are then due; whether or not demand has been made; and whether or not other collateral is then available
to the Bank.


 


The
Borrower and each endorser and guarantor of this Note shall indemnify, defend and hold harmless the Bank and its directors, officers,
employees, agents, affiliates and attorneys harmless against any claim brought or threatened against the Bank by the Borrower, by any
endorser or guarantor, or by any other person (as well as from attorneys’ reasonable fees and expenses in connection therewith)
on account of the Bank’s relationship with the Borrower or any endorser or guarantor hereof (each of which may be defended, compromised,
settled or pursued by the Bank with counsel of the Bank’s selection, but at the expense of the Borrower and any endorser or guarantor),
except for any claim arising out of the gross negligence or willful misconduct of the Bank.


 


The
liabilities of the Borrower and any endorser or guarantor of this Note are joint and several; provided, however, the release by the Bank
of any of the Borrower or any one or more endorser or guarantor shall not release any other person obligated on account of this Note.
Any and all present and future debts of the Borrower to any endorser or guarantor of this Note are subordinated to the full payment and
performance of all present and future debts and obligations of the Borrower to the Bank. Each reference in this Note to the Borrower,
any endorser, and any guarantor, is to such person individually and also to all such persons jointly.


 


No
person obligated on account of this Note may seek contribution from any other person also obligated, unless and until all liabilities,
obligations and indebtedness to the Bank of the person from whom contribution is sought have been satisfied in full. The release or compromise
by the Bank of any collateral shall not release any person obligated on account of this Note.


 






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This
Note is delivered to Bank in Massachusetts and shall be governed by the laws of the Commonwealth of Massachusetts. Borrower and each
endorser and guarantor of this Note submit to the jurisdiction of the courts of the Commonwealth of Massachusetts for all purposes with
respect to this Note, any collateral given to secure their respective liabilities to Bank or their respective relationships with Bank.


 


Borrower
hereby authorizes Bank to automatically deduct from Borrower’s account at the Bank the amount of any loan payment (“Automatic
Payments”). If the funds in the account are insufficient to cover any payment, Bank shall not be obligated to advance funds to
cover the payment.


 


As
used herein, Obligations or Liabilities shall mean any and all duties, covenants obligations or monies due now or in the future to the
Bank by Borrower and/or any guarantor of endorser of Borrower.


 


Notices.
All notices and other communications called for hereunder shall be made in writing and, unless otherwise specifically provided herein,
shall be deemed to have been duly made or given when delivered by hand, mailed first class mail postage prepaid or delivered to a national
overnight delivery or courier company or, in the case of telegraphic, telexed or electronic notice, when transmitted, answer back and
received, addressed as follows:  if to the Borrower, at the address set forth on the first page hereof and if to the Lender at the
address set forth above, Attention: Nathan Buckley Senior Vice President with a copy to Howard M. Kelman, Esq., Kellem and Kellem, LLC,
100 Recreation Park Drive, Hingham, Massachusetts 02043, or at such address as either may designate in writing.


 


Captions/Headings.
All captions and/or headings used herein are for the convenience of the parties only and shall not be used in construing the meaning
or intent of the terms or the provisions hereof


 


THE
BORROWER, EACH ENDORSER AND GUARANTOR AND THE BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO
CONSULT WITH LEGAL COUNSEL, (A) WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS NOTE,
ANY OF THE OBLIGATIONS OF THE BORROWER, EACH ENDORSER AND GUARANTOR TO THE BANK, AND ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED
IN CONNECTION HEREWITH AND (B) AGREES NOT TO SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CAN NOT
BE, OR HAS NOT BEEN, WAIVED. THE BORROWER, EACH ENDORSER AND GUARANTOR AND THE BANK EACH CERTIFIES THAT NEITHER THE BANK NOR ANY OF ITS
REPRESENTATIVES, AGENTS OR COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WOULD NOT IN THE EVENT OF ANY SUCH PROCEEDING
SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY.


 






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EXECUTED
as a sealed instrument on the date first written above.


 


	Witness:	 	BORROWER:
	 	 	 
	 	 	Stran & Company, Inc.
	 	 	 
	By: 	/s/ Christopher Rollins	 	By:	 /s/ Andrew J. Shape
	 	Christopher Rollins	 	 	Andrew J. Shape, President and CEO


 


 


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