Exhibit
10.1


 


PROMISSORY
NOTE


 


Dated: May 14, 2020


 


FOR
VALUE RECEIVED, and intending to be legally bound, Parasol Investments Corporation, a Delaware corporation (the
“Maker”), with an address at 2255 Glades Road, Suite 324A, Boca Raton, Florida 33431, hereby
unconditionally and irrevocably promises to pay to the order of Mark Tompkins, an individual (the “Payee”)
with an address at Apt. 1, Via Guidino 23, 6900 Lugano, Paradiso, Switzerland, in lawful money of the United States of
America, the sum of any and all amounts that the Payee may advance to the Maker or any other third parties on behalf of the
Maker as set forth on Schedule A attached hereto, which may be amended from time to time as funds are advanced (the
“Principal Amount”) on or before the date (the “Maturity Date”) that the Maker (or a
wholly owned subsidiary of the Maker) consummates a business combination with a private company in a reverse merger or
reverse takeover transaction or other transaction after which the Maker would cease to be a shell company (as defined in Rule
12b-2 under the Securities Exchange Act of 1934, as amended) (“Transaction”). In the event a Transaction
is consummated, the proceeds received by the Maker or a subsidiary of the Maker shall first be used to repay the entire
outstanding unpaid Principal Amount and then any accrued unpaid interest on this Note.


 


Interest shall
not accrue on the outstanding Principal Amount of this Promissory Note unless as set forth below in the event of an Event of Default
(as defined below). This Promissory Note may be prepaid in whole or in part at any time or from time to time prior to the Maturity
Date.


 


For purposes
of this Promissory Note, an “Event of Default” shall occur if the Maker shall: (i) fail to pay the entire Principal
Amount of this Promissory Note when due and payable, (ii) admit in writing its inability to pay any of its monetary obligations
under this Promissory Note, (iii) make a general assignment of its assets for the benefit of creditors, or (iv) allow any proceeding
to be instituted by or against it seeking relief from or by creditors, including, without limitation, any bankruptcy proceedings.


 


In the event
that an Event of Default has occurred, the Payee or any other holder of this Promissory Note may, by notice to the Maker, declare
this entire Promissory Note to be forthwith immediately due and payable, without presentment, demand, protest or further notice
of any kind, all of which are hereby expressly waived by the Maker. In the event that an Event of Default consisting of a voluntary
or involuntary bankruptcy filing has occurred, then this entire Promissory Note shall automatically become due and payable without
any notice or other action by Payee. Commencing five days after the occurrence of any Event of Default, interest shall accrue on
the outstanding Principal Amount of this Promissory Note and any other amounts payable hereunder (including costs of collection)
at the rate of eighteen percent (18%) per annum on the basis of a 360-day year.


 


The non-exercise
or delay by the Payee or any other holder of this Promissory Note of any of its rights hereunder in any particular instance shall
not constitute a waiver thereof in that or any subsequent instance. No waiver of any right shall be effective unless in writing
signed by the Payee, and no waiver on one or more occasions shall be conclusive as a bar to or waiver of any right on any other
occasion.


 


Should any
part of the indebtedness evidenced hereby be collected by law or through an attorney-at-law, the Payee or any other holder of this
Promissory Note shall, if permitted by applicable law, be entitled to collect from the Maker all reasonable costs of collection,
including, without limitation, attorneys’ fees.


 


All notices
and other communications must be in writing to the address of the party set forth in the first paragraph hereof and shall be deemed
to have been received when delivered personally (which shall include via an overnight courier service) or, if mailed, three (3)
business days after having been mailed by registered or certified mail, return receipt requested, postage prepaid. The parties
may designate by notice to each other any new address for the purpose of this Promissory Note.


 


Maker hereby
forever waives presentment, demand, presentment for payment, protest, notice of protest, and notice of dishonor of this Promissory
Note and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Promissory
Note.


 


This Promissory
Note shall be binding upon the successors and assigns of the Maker, and shall be binding upon, and inure to the benefit of, the
successors and assigns of the Payee.


 


This Promissory
Note shall be governed by and construed in accordance with the internal laws of the State of Delaware.


 


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IN WITNESS
WHEREOF, the undersigned Maker has executed this Promissory Note as of the date first written above.


 


	 	MAKER:
	 	 
	 	PARASOL INVESTMENTS CORPORATION 
	 	 	 
	 	By:	/s/ Ian Jacobs
	 	 	Ian Jacobs
	 	 	President


 






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Schedule
A


 


(as of May
14, 2020)


 


	 	 	Amount	 	 	Date of Advance
	 	 	 	 	 	 	 
	Advanced	 	$	10,000	 	 	May 14, 2020
	 	 	 	 	 	 	 
	Aggregate Principal Amount	 	$	10,000	 	 	 



 


 


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