16% $220,334 Secured Promissory Note, dated April 15, 2023, by TDG Acquisition Company, LLC to Rossiter & Cummaro Enterprise, LLC and Onpoint LTB LLC

Exhibit 10.27

SECURED PROMISSORY NOTE

FOR VALUE RECEIVED, TDG Acquisition Company LLC DBA Six-15 Technologies, a New York State Limited Liability Company (the “Maker”), promises to pay to the order of ROSSITER & CUMMARO ENTERPRISE LLC and ONPOINT LTB LLC (the “Payee”, and together with the Maker, the “Parties” and each, a “Party”), the principal sum of USD$220,334.00 together with interest thereon as set forth in this Promissory Note (this “Note”). This note shall be a secured obligation of the Maker. The obligations of the Maker under this Note are secured pursuant to the terms of the Collateralized Credit Agreement dated July 15, 2022, between the Maker and the Payee (the “Credit Agreement”), and such security interest includes but is not limited to all of the specified assets of the Maker.

(1)           Interest. The outstanding principal amount of this Note shall accrue interest at the rate of Twenty Percent (16%) per annum commencing on April 15, 2023 (the “Effective Date”). As of December 31, 2022, and agreement was reached for a 6-months IO (Interest Only) extension in exchange for a larger discount (35%) if the equity purchase option is exercised anytime prior to maturity of the loan on or before June 1, 2025.

(2)           Maturity Date. If not sooner paid in compliance with Section (4) below, the entire unpaid principal balance of USD$220,334.00 and all accrued but unpaid interest shall be due and payable by the Maker to the Payee on June 1, 2025 (the “Maturity Date”). If the Maturity Date is not a business day in Charleston, South Carolina, then payment shall be due on the next following business day. All payments hereunder shall be made to a bank account indicated by the Payee in writing.

(3)           Payments. Payments upon the interest and principal due hereunder shall be made to Payee by the Maker on the dates and in the amounts set forth in Schedule A hereto, subject to any prepayment under Section (4) hereto.

(4)           Prepayment. This Note may be prepaid up to 50% upon a triggering event, which is defined by a partial of full sale of the company, via privately or a public offering of shares.

(5)           Maximum Interest Rate. In the event that the interest provisions of this Note shall result at any time or for any reason in an effective rate of interest that exceeds the maximum interest rate permitted by applicable law (if any), then without further agreement or notice the obligation to be fulfilled shall be automatically reduced to such limit and all sums received by the Payee in excess of those lawfully collectible as interest shall be applied against the principal of this Note immediately upon the Payee’s receipt thereof, with the same force and effect as though the Maker had specifically designated such extra sums to be so applied to principal and the Payee had agreed to accept such extra payment(s) as a premium- free prepayment or prepayments.

(6)           Assignment. The Payee may grant participations in all or any portion of this Note, and/or transfer or assign this Note or any of the Payee’s rights hereunder in whole or in part to any immediate family member or entity that is an affiliate under the control of the Payee without the prior written consent of the Maker. All of the terms of this Note shall inure to the benefit of the Payee and its successors and assigns and shall be binding upon the Maker and its successors and assigns. Maker shall not have the right to transfer or assign its obligations under this Note without the prior written consent of Payee.

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(7)           Default.

(a)           Payment Acceleration. The Payee shall have the right to accelerate the maturity of this Note and the entire amount of principal and interest under this Note shall be immediately due and payable upon the occurrence of any of the following events: (a) any payment due hereunder is not paid within thirty (30) calendar days after delivery of written notice from Payee to Maker of such failure to pay; or (b) the commencement of any proceedings under any bankruptcy laws of the United States of America or under any insolvency, reorganization, receivership, readjustment of debt, dissolution, liquidation or any similar law or statute of any jurisdiction now or hereinafter in effect (whether in law or at equity) is filed by or against the Maker if such proceedings are not dismissed within thirty (30) calendar days of commencement.

(b)           Collateral: Schedule: This loan is collateralized by a subordinate position on current assets and Intellectual Property Portfolio of TDG Acquisition Company LLC DBA Six-15 Technologies, as set forth in Schedule B, hereto.

(c)           Personal Guarantee: This loan is further collateralized by a personal guarantee of Rich Ryan, the CEO of the Company, using his primary residence located 2 Irene St, Bluffton, SC, 29910-8364, as set forth in Schedule C, hereto.

(d)           Borrower shall neither seek nor accept any additional funding that would require a pledge of collateral in a position that supersedes or takes precedence over the secured position of RCE, OnPoint LTB LLC and/or PalmettOptions Club LLC, without either; the expressed written consent of each collateralized party to this Agreement, or the repayment of any and all indebtedness to such parties prior to such acceptance.

(8)           Miscellaneous.

(a)           Entire Agreement. This Note, alongside the revolving credit agreement dated July 15, 2022 (the “Credit Agreement”), constitute the entire agreement of the Parties with respect to the subject matter hereof and supersedes any prior agreement or understanding between the Parties with respect to such matters, and neither this Note nor any provision hereof may be waived, modified, amended or, except to the extent, if any, otherwise provided in this Note, terminated, except upon full payment of the principal and interest due hereunder or by a written agreement signed by the Parties.

(b)           Negotiated Agreement. The Parties have fully participated in the Note’s negotiation and preparation. Accordingly, this Note shall not be more strictly construed against either of the Parties.

(c)           Waivers. No waiver of any breach, default or provision hereunder shall be considered valid unless in a writing signed by the Party to be charged therewith, and no such waiver shall be deemed a waiver of any subsequent breach or default hereunder.

(d)           Waiver of Jury Trial. THE PARTIES TO THIS NOTE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT TO THE PARTIES ENTERING INTO THIS NOTE.

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(e)       Notices. All notices or other communications required or permitted to be given pursuant to this Note shall be delivered as set forth in the “Notice” section of the Credit Agreement.

(f)       Governing Law; Venue. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by the internal laws of the State of Florida without giving effect to any choice of law or conflict of law provision or rule. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Florida, or in the federal courts located in Florida. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs.

(g)       Third-Parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person or entity, other than the Parties to this Note and their respective permitted successor and assigns, any rights or remedies under or by reason of this Note.

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IN WITNESS WHEREOF, the Maker has executed and delivered this Note to the Payee as of the Effective Date.

Address:

900 Island Park Drive, Suite 240

Daniel Island, SC, 29492

PAYEE:

ONPOINT LTB, LLC

Address:

1628 Oak Leaf St, Daniel Island, SC, 29492

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SCHEDULE A-2 (Tranche 2)

Payments

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SCHEDULE B

Intellectual Property Portfolio - Subordinate Lien

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SCHEDULE C

Rich Ryan’s Primary Residence – Pledged as Collateral for Convertible Note

Mortgage Note & Deed

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