Exhibit 10.2



 


THIS
SECURED NOTE HAS NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED
IN ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS AS MAY BE APPLICABLE OR, AN OPINION OF COUNSEL THAT AN EXEMPTION
FROM SUCH APPLICABLE LAWS EXIST.


 


 SECURED
NOTE


 


	[$____________]	Issuance
    Date: December___, 2014
	 	Maturity
    Date: March 31, 2016


 


FOR
VALUE RECEIVED, _____________ (the “Borrower”) hereby promises to pay to the order of __________________ (the “Holder”),
at _____________________,
or at such other address as the Holder designates in writing to the Borrower, the principal sum of ___________________ and No/100
Dollars ($______________), on the Maturity Date. 


 


Interest
on this Secured Note (“Note”) shall be computed at an annual rate of twelve percent (12%) based on a 360 day year,
payable in arrears at the end of each calendar quarter, beginning with March 31, 2015 until the Maturity Date at which time all
accrued and unpaid interest shall be immediately due and payable. While in default, this Note shall bear interest at the rate
of 18% per annum or such maximum rate of interest allowable under the laws of the State of Florida, if less. Payments shall be
made in lawful money of the United States. 


 


This
Note is secured by and is subject to all of the terms and conditions of that certain Secured Line of Credit Agreement dated the
same date of this Note (the “Agreement”) and other instruments executed and delivered by the Borrower to the Holder
as security for and securing the indebtedness evidenced by this Note (the “Obligations”). Capitalized terms used,
but not otherwise defined herein, shall have the meaning ascribed to such terms in the Agreement.


 


Simultaneously
with the execution and delivery of this Note, pursuant to the Agreement, the Borrower is signing and delivering Secured Notes
to the other Holders (the “Related Loan Notes”). 


 


 1. Event
of Default. Upon an Event of Default, the entire unpaid balance of this Note then outstanding, together with accrued interest
thereon, if any, shall be and become immediately due and payable upon written notice from the Holder. For purposes of this Note,
an “Event of Default” shall consist of any of the following events: 


 


(a) The
Borrower shall fail to pay any portion of the Obligations, including an Event of Default under the Related Loan Notes, which shall
become due and payable to Holder under this Note, whether at the Maturity Date or at any accelerated date of maturity or at any
other date fixed for payment.


 




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 (b) The
Borrower shall commence any case, proceeding or other action under any existing or future
law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, or relief of debtors, seeking to have an order
for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking other relief with respect
to its debts; or a court shall enter an order for relief or any such adjudication or appointment, which case, proceeding or action
or order, adjudication, or appointment, as the case may be, remains undismissed, undischarged or unbonded for a period of 30 days,
then, or any time thereafter during the continuance of any of such events. 


 


 (c) A
judgment for money damages (or the equitable equivalent) shall be entered against the Borrower, which has not been vacated or
stayed within 10 days of entry.


 


 (d) Any
material representation or warranty of the Borrower herein shall prove to have been false in any material respect upon the date
when made.


 


(e) The
occurrence of a default under any material indebtedness of the Borrower resulting from other than the failure to timely pay interest
or principal of such indebtedness which results in the acceleration of the maturity of such indebtedness.


 


 (f) Any
default under this Note or the Related Loan Notes issued under the Agreement.


 


2. Prepayment.



 


 (a) This
Note may not be prepaid in whole or in part at any time for cash without the Holder’s prior written consent.


 


 (b) All
payments made on this Note shall be applied first to any interest accrued to the date of such payment with the remainder applied
toward principal.


 


 3. Security
Interest in Collateral. As security for the prompt and complete payment and performance of the Obligations and as set forth
in this Note, the Borrower hereby grants to the Holder a first priority lien on and continuing security interest in all of the
Borrower’s right, title and interest in the Collateral (as defined in the Agreement).


 


4. Miscellaneous.


 


 (a) All
makers and endorsers now or hereafter becoming parties hereto jointly and severally waive demand, presentment, notice of non-payment
and protest. 


 


 (b) This
Note may not be changed or terminated orally, but only with an agreement in writing, signed by the parties against whom enforcement
of any waiver, change, modification, or discharge is sought with such agreement being effective and binding only upon attachment
hereto.


 




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 (c) This
Note and the rights and obligations of the Holder and of the undersigned shall be governed and construed in accordance with the
laws of the State of Florida.


 


(d) Upon
the occurrence of an Event of Default under this Note, the Borrower shall, upon demand, pay to the Holder the amount of any and
all reasonable costs and expenses (including reasonable attorneys’ fees) that Holder may incur in connection with the enforcement
or collection of this Note.


 


 (e) No
failure or delay on the part of the Holder hereof in the exercise of any power, right or privilege hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise
thereof or of any other right, power or privilege. All rights and remedies existing hereunder are cumulative to, and not exclusive
of, any rights or remedies.


 


 (f) The
Borrower hereby, to the fullest extent permitted by applicable law, waives presentment, demand, notice (including without limitation
notice of default (except as otherwise specifically set forth herein), notice of protest, notice of intention to accelerate maturity,
notice of acceleration of maturity and notice of nonpayment or dishonor), protest and all other demands and notices in connection
with delivery, acceptance, performance, default, acceleration or enforcement of or under this Note, and the bringing of suit and
diligence in taking any action to collect amounts owing hereunder or in proceeding against any of the rights and properties securing
payment hereof, and is directly and primarily liable for the amount of all sums owing or to be owing hereon. The Borrower agrees
that its liability on or with respect to this Note shall not be affected by any release of or change in any guaranty or security
at any time or by any failure to perfect or maintain perfection of any lien against or security interest in any such security
or the partial or complete unenforceability of any guaranty or other surety obligation, in each case in whole or in part, with
or without notice and before or after maturity. No extension of the time for the payment of this Note made by agreement with any
person now or hereafter liable for the payment of this Note shall operate to release, discharge, modify, change or affect the
original liability of the Borrower under this Note.


 


  (g) To
the extent that Holder receives any payment on account of any of Borrower’s Obligations, and any such payment(s) or any
part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, subordinate and/or required to
be repaid to a trustee, receiver or any other person or entity under any bankruptcy act, state or federal law, common law or equitable
cause, then, to the extent of such payment(s) received, the Borrower’s Obligations or part thereof intended to be satisfied
shall be revived and continue in full force and effect, as if such payment(s) had not been received by the Holder and applied
on account of the Borrower’s Obligations.


 


(h) All
notices, offers, acceptance and any other acts under this Note (except payment) shall be in writing, and shall be sufficiently
given if delivered to the addressees in person, by FedEx or similar receipted next business day delivery, or by facsimile or email
delivery followed by overnight next business day delivery to the Borrower at the address (or email address) set forth in the Agreement
(as it may be changed pursuant to the Agreement) and to the Holder at the address (or e-mail address) set forth in the Agreement
or such other address as the Holder by notice to the Borrower may designate from time to time. The transmission confirmation
receipt from the sender’s facsimile machine shall be evidence of successful facsimile delivery. Time shall be counted to,
or from, as the case may be, the date of delivery.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the Borrower has caused this Note to be executed as of the Issuance Date.


 


	 	BORROWER:
	 	 
	 	EMAGINE
    THE VAPE STORES, LLC
	 	 	 
	 	By:	 






		 	 ,	 
	 	 	 	 


 




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