VPR Brands, LP announced it has entered into definitive agreement with Kevin Frija for private placement of one unsecured promissory note at a price of $100,001 for gross proceeds of $100,001 on September 20, 2022. The principal amount due under the September 2022 Note bears interest at the rate of 24% per annum. Interest shall commence accruing on the date hereof, computed on the basis of a 365-day year.

The holder agrees that this note may not be sold, transferred, pledged, hypothecated or otherwise disposed of except as follows: (a) to a person whom the note may legally be transferred without registration and without delivery of a current prospectus under the 1933 Act with respect thereto and then only against receipt of an agreement of such person to comply with the provisions of this Section 1 with respect to any resale or other disposition of the note; or (b) to any person upon delivery of a prospectus then meeting the requirements of the 1933 Act relating to such securities and the offering thereof for such sale or disposition, and thereafter to all successive assignees.