UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 0R 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (date of earliest event reported): May 15, 2015
FASTFUNDS
FINANCIAL CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
(State
or Other Jurisdiction of Incorporation)
| 000-33053 |
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87-0425514 |
| (Commission File Number) |
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(IRS
Employer Identification No.) |
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| 319 Clematis Street, Suite 400, West Palm Beach, FL |
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33401 |
(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (561) 514-9042
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Forward
Looking Statements
This
Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively,
“Filings”) contain or may contain forward looking statements and information that are based upon beliefs of,
and information currently available to, our management as well as estimates and assumptions made by our management. When
used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”,
“intend”, “plan” or the negative of these terms and similar expressions identify forward looking statements
as they relate to our business or our management. Such statements reflect management’s current view of our business
with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained
in the section of our Annual Report filed on Form 10-K entitled “Risk Factors”) relating to our industry, operations
and results of operations, and other relevant aspects of our business. Should one or more of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated,
believed, estimated, expected, intended or planned.
Although
we believe the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels
of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United
States, we do not intend to update any of the forward-looking statements contained within this Form 8-K and elsewhere.
| Item
1.01 |
Entry
into a Material Definitive Agreement |
Investment
in Pure Grow Systems, LLC
On
May 15, 2015, FastFunds Financial Corporation (“FFFC”) acquired a 49% Limited Liability Company interest in
Pure Grow Systems, LLC for $250,000. Of this amount, $125,000 closed on May 15, 2015 with the balance scheduled for payment by
May 22, 2015. Financing for this transaction was provided through a $128,000 convertible note provided by CareBourn Capital, LP
as more fully described below. The Company anticipates the balance will be provided through a $128,000 convertible note to be
provided by one of the Company’s current noteholders.
Pure
Grow Systems, LLC will be dedicated to the healthy production of raw materials used for medicinal or other health-related purposes.
The Company is developing a line of environmentally friendly products using ingredients that have a strong track record of sanitation
and disinfection in buildings, on furniture, and other items found in medical, manufacturing and warehouse settings. Pure Grow
Systems anticipates launching its website and first product line within the next 60 days.
Convertible
Promissory Note to CAREBOURN CAPITAL, LP
On
May 15, 2015, FFFC issued a Convertible Promissory Note dated May 15, 2015 (“Note”) in the principal amount of $128,000
with an interest rate of 12% per annum pursuant to the terms of the Convertible Promissory Note Agreement between FFFC, a Nevada
corporation, and CareBourn Capital, LP, a Delaware Limited Partnership (“CareBourn”) (the “Note”).
The transaction was completed on May 15, 2015. The CareBourn Note matures on February 15, 2016 (“Maturity Date”).
The
Note may be prepaid only during the first thirty days following its issuance with payment of 125% of the face value plus accrued
interest. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty
two percent (22%) per annum from the due date thereof until the same is paid.
The
Conversion Price shall be 50% multiplied by the Market Price (representing a discount rate of 50%). Market Price means the average
of the lowest three (3) Trading Prices for the Common Stock during the twenty (20) Trading Day period ending on the latest complete
Trading Day prior to the Conversion Date.
FFFC
claims an exemption from the registration requirements of the Securities Act of 1933, as amended (“Act”), for
the private placement of these securities pursuant to Section 4(2) of the Act since, among other things, the transaction did not
involve a public offering. CareBourn is an accredited investor, CareBourn had access to information about FFFC and its investment,
CareBourn took the securities for investment and not resale, and FFFC took appropriate measures to restrict the transfer of the
securities.
The
foregoing descriptions of the CareBourn Agreement are qualified in their entirety by reference to such Promissory Note, which
is filed as Exhibit 10.2 hereto and are incorporated herein by reference.
| Item
2.03 |
Creation
of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant |
The
disclosures in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item.
| Item
3.02 |
Unregistered
Sales of Equity Securities |
The
disclosures in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item.
The
terms of this financing agreed upon with the individual investor is described in the below items.
| Item
9.01 |
Financial
Statement and Exhibits |
Exhibit
Number |
|
Description |
| 10.1 |
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Operating
Agreement for Pure Grow Systems, LLC dated May 15, 2015. Filed herewith. |
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| 10.2 |
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Convertible
Promissory Note Agreement between FastFunds Financial Corporation and CareBourn Capital, LP dated May 15, 2015. Filed herewith. |
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| 99.1 |
|
Press
Release dated May 20, 2015 |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
| Dated:
May 20, 2015 |
FASTFUNDS
FINANCIAL CORPORATION |
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By: |
/s/
Henry Fong |
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Henry
Fong
Chief
Executive Officer |
EXHIBIT
10.1
OPERATING
AGREEMENT
for
PURE
GROW SYSTEMS LLC
(a
Wisconsin limited liability
company)
THIS
OPERATING AGREEMENT ("Agreement:")
is made effective
as of May 15,
2015, by and between
Sanidor Systems LLC
a Wisconsin limited liability
company ("Sanidor") and FastFunds Financial Corporation, a Nevada corporation ("FastFunds"), the present
members (the "Members") of Pure Grow Systems LLC (the "LLC"). The
LLC was formed pursuant to and is governed by the provisions of the Wisconsin Limited Liability Company Act, as it may be amended
from time to time (the "Act"), the Articles of Organization as filed with
the Wisconsin Secretary of State on May 1, 2015, as maybe amended from
time to time (the "Articles"),
and this Agreement.
RECITALS
A.
The Members desire
to operate as a
limited liability company
in accordance with
the laws of the
State of Wisconsin and otherwise to conduct business in accordance
with the terms and conditions of
this Agreement.
B.
The LLC intends to have its principal place
of business in Wisconsin located
at 1326 Schofield Avenue, Schofield, Wisconsin 54476.
C.
The Members desire to
enter into this
Operating Agreement, to govern the
newly formed LLC.
AGREEMENT
IN
CONSIDERATION of the foregoing
recitals and the mutual
promises and benefits contained
herein, the Members
agree as follows:
Article
1
Organizational
Matters
1.1
Formation. The
LLC was formed
pursuant to the
Articles. The founding
members of the LLC are
Sanidor and FastFunds.
1.2
Name. The
name of the LLC
is "Pure Grow
Systems LLC" and
all business shall
be conducted in such
name or in such other name
or names as comply with applicable law and as the Members may designate.
1.3
Intent. The Members intend
to engage in
the business of
the LLC in
a manner consistent with
the Act, the Articles, and the
terms and conditions of this Agreement. The Members further intend that the LLC be operated in such manner as to qualify for treatment
as a partnership for state and federal income tax purposes.
1.4
Registered Agent; Principal Office. The principal office shall be
located at 1326 Schofield Avenue, Schofield,
Wisconsin 54476, or such other locations
as the Members may designate. The registered agent shall be Russell Mitchell, whose address is 1326 Schofield Avenue, Schofield,
Wisconsin 54476, or such other person and address within the state of Wisconsin as the Members may designate.
1.5
LLC Purpose. The
purpose of
the LLC shall
be (i) to
conduct, engage in
or accomplish any lawful
business, activity or purpose permitted under the
Act; (ii) to acquire, own, hold, maintain,
improve, use, sell, lease, exchange or otherwise
deal in or dispose of real and personal property, or any interest therein; and (iii)
to have an exercise all powers necessary,
customary, convenient or incident to the
foregoing.
1.6
Term. The
LLC commenced upon
the filing of
the Articles of
Organization and shall continue
in existence until such time as
the LLC is terminated in accordance with
this Agreement or the Act.
1.7
No Power
to Bind LLC
or Other Members;
No Partnership. A
Member may not take
any action purporting
to bind the
LLC or any other Members except
as provided in this Agreement or other agreements among the Members
or between a Member and the LLC. By virtue of their execution
of this Agreement, none of the Members
shall be deemed to be an agent, employee, contractor, vendor, representative, or partner of
any other Member and may not hold himself or
herself out as such. The Members
intend that the LLC not be a partnership,
limited partnership or joint venture and
that, by virtue of the execution of this
Agreement, no Member shall be a partner or
joint venturer of another Member for any
purposes other than federal and state income tax purposes, and
this Agreement shall not be deemed or construed to suggest otherwise.
Article
2
Matters
Relating to Members
2.1
Members and Managers.
FastFunds and Sanidor
are hereby admitted
to the LLC
as Members. Sanidor is
designated as Managing Member by the
terms of this Operating Agreement, in Paragraph
4.1 below.
2.2
Admission of
Additional Members. Additional
Members may not
be admitted to
the LLC except in
accordance with the following terms: (1)
admission requires the unanimous written consent of the Members; (2) admission must be in compliance with applicable federal
and state securities laws; (3) no admission will be permitted if such admission
would result in a termination
of the LLC under Section 708(b)(1)(B) of the Internal Revenue Code of 1986,
as amended (the "Code"); and (4) the new Member shall execute this Agreement.
2.3
Right of
First Refusal. (a) The
interest of a
Member in the
LLC (a "Membership Interest")
may not be transferred, assigned, encumbered,
or alienated in any way,
voluntarily or involuntarily, without first giving
the remaining Members the opportunity
to purchase such Membership Interest in the manner
described in this paragraph. The member proposing the transfer (the "Transferor")
may comply with this Paragraph either
prior to or after the Transferor has offered to sell such
Membership Interest to a third
party or has received a bona
fide offer from a third party to purchase such Membership
Interest.
(b)
The
Transferor shall give
notice of the proposed
transfer (the "Transfer Notice")
to the other
Members (the "Offerees"),
setting forth the name of the proposed transferee (the "Transferee"), the
purchase price, and all other material terms
and conditions of the proposed transfer. Any of the
Offerees who so choose shall
have the right to purchase all but
not less than all ofthe Membership Interest proposed to be
transferred (in proportion to their Membership
Interests as defined in Paragraph 3.1) at
the same price and on the same terms and
conditions set forth in the Transfer Notice.
If any Offeree desires to exercise its right
of first refusal, it
shall give notice (the "Purchase Notice") to the
Transferor within 15 business days from the receipt of the Transfer Notice.
(c)
If no
Offeree delivers to
the Transferor a
Purchase Notice within
the time specified, the
Transferor shall have the right, subject to Paragraph
2.4 below, for a period of 45
days following the expiration of the time for exercise of
the Offerees' right of first refusal, to
transfer the Membership Interest to the Transferee specified
in the Transfer Notice, on the terms
specified therein, at a price specified
therein or any higher price, but not to
any other party or on different terms than
were specified in the Transfer Notice.
(d)
The notice
requirements and time
periods under this
Paragraph may be
waived only by the
written consent of
all members.
2.4
Transferability of Members'
Interests. (a) In addition to
compliance with Paragraph 2.3, a
Membership Interest may
not be transferred,
assigned, encumbered, or alienated in
any way, voluntarily or involuntarily, except in accordance with the following terms:
(1) the Membership Interest may be assigned
only with the unanimous written consent ofthe Members; (2) the transfer of the
Membership Interest shall be accomplished by an
instrument in writing, in form and substance satisfactory to the Managing Member; (3) an original counterpart of the instrument
of transfer, executed and acknowledged
by the transferring Member, shall be delivered to the LLC; (4)
any assignment of the Membership Interest must be in compliance with applicable federal
and state securities laws; (5) no assignment will
be permitted if such assignment would result in a termination of the
LLC under Section 708(b)(1)(B) of the
Internal Revenue Code of 1986 (the "Code"); (6) the transferring member shall pay a fee not
exceeding $250 to defray the costs of effecting the
transfer of the membership Interest; and (7) the transferee of the Membership Interest shall execute this Agreement.
(b)
Notwithstanding the provisions
of subparagraph (a)
of this Paragraph, the share
of profits and
the return of contributions to
which a Member would otherwise be entitled may be transferred upon
compliance with Paragraph 2.3, Right of First
Refusal, and this Paragraph 2.4 (a) items
(2) through (6), Transferability of Members' Interests, provided that the transferee
shall be bound by the provision of Paragraph
3.2 through 3.4 of this Agreement. In
such event, the transferee shall have no right to participate in the management of the business
and affairs of the LLC or to become a Member.
Except as specifically provided in this subparagraph,
any attempt to transfer a Membership Interest
without compliance with all the provisions of Paragraph 2.3 and subparagraph (a) of
this Paragraph 2.4 shall be ineffective and unenforceable.
(c)
As between a Member and its assignee, shares of income, gains, losses, expenses and
deductions shall be prorated on the basis of the number of days the Membership Interest in question was held, without regard to
the results of the LLC's operations during the periods before and after the effective date of the assignment.
(d)
Notwithstanding anything
to the contrary
stated herein, at any
time until the second
anniversary of the
date hereof, from time
to time, Sanidor may elect
in its sole discretion to purchase from FastFunds a specified number
of Units (as defined in Section 3.1 hereof) in exchange for its payment to FastFunds
of$10,416.67 per Unit; provided, however, that the maximum number of Units purchased pursuant
to this Section 2.4(d) shall not exceed
24. For the avoidance of doubt, for example
only, as a result of such an election to purchase 24 Units, if given, and purchased
pursuant thereto, Sanidor will hold 75 Units and
FastFunds will hold 25 Units. FastFunds agrees and acknowledges that upon receipt
from Sanidor of notification of any such
election FastFunds will execute and deliver such documents and take such actions
as may be required to
effect such transfer.
2.5
Resignation of
Member. (a) A
Member may resign
from the LLC
at any time
by giving 60 days' prior written
notice to the other Members. If during
such 60 day period any
other Member objects to the resignation
by written notice to all of the Members,
and if the
resignation is not withdrawn within the 60 day period (or, if later, within
10 days of such notice of objection), then
the resignation shall be deemed a violation of
this Agreement and the LLC
may recover from the resigning Member
damages for breach of this Agreement and
offset such damages against amounts otherwise
distributable to the resigning Member. Notwithstanding such violation, the
resignation shall be effective as of the
date given in
the notice of
resignation.
(b)
From and
after the date
of resignation, no
Member who has
resigned from the
LLC shall be entitled
to receive any distribution of operating
income, any distribution of proceeds from the sale
or exchange of LLC assets,
or any other distribution whatsoever from
the LLC subject to Section 6.6
hereof. Each Member hereby waives any
right upon resignation to receive the fair
value of its Membership Interest under Section
7-80-603 of the Act. Upon resignation,
the Membership Interests of the resigning
Member shall be reduced to zero. The
Managing Member shall distribute the Membership Interest and all rights
and obligation incident thereto of the resigning Member to the remaining Members
in proportion to their
Membership Interests.
2.6
Limited Liability
of Members and
Managing Member. Members
and the Managing Member of
the LLC shall
not be liable for any
debt, obligation or liability of the
LLC, except for the amounts committed
to the capital of the LLC and
such Member's share of undistributed profits of the LLC. Each Member shall have the obligation
to the LLC for the amount of any portion of the contribution returned to the member
as set forth in Section 7-80-607 of the Act.
Article 3
Capital
Contributions and Related Matters
3.1
Capital Contributions
and Membership Interests.
The equity in
the LLC shall
be represented by "Units"
as described in this Paragraph.
The "Membership Interest" of a Member from time to time
shall be determined by dividing
the number of Units owned by such Member
by the total number of Units
that are outstanding. Additional Units
shall be issued pursuant to Paragraph
2.2 and may be issued as provided in Paragraph 3.2. The
total number of Units issued as of the date of this Agreement is 100. The LLC shall be deemed to have issued, upon
execution of this Agreement, 51 Units to Sanidor and 49 Units to FastFunds, for which each Member shall have contributed
the LLC the following: (i) Sanidor shall have effected the assignment of proceeds under that certain master supply agreement terms
and conditions to the LLC (and subject to the
LLC's assumption of certain payment obligations thereunder, all in accordance
with the terms and conditions of the Assignment
and Assumption Agreement by and between Sanidor and the LLC, dated as of the date
hereof) and (ii) FastFunds shall have contributed $250,000 in cash.
3.2
Additional Capital
Contributions. If the
Members adopt a
resolution, by the affirmative
vote of Members
holding more than 50% of the Membership
Interests, that additional funds are desired to carry out LLC purposes, and that the
issue and sale of additional Units at a price specified in such resolution shall be necessary to meet such requirements, the Managing
Member shall give notice (the "Notice") of such resolution, the number of
Units required to be issued, the price
per Unit, and each Member's proportionate share of the Units
to be issued. For a period of30 days from the date such Notice is given,
each Member shall have the prior
and preemptive right to subscribe to all
but not less than all of his or her proportionate share of the Units to be
so issued. Any Member affirmatively subscribing to purchase his
or her proportionate share of Units
shall be contractually bound to complete such purchase subject to the
provisions on default set forth
in Section 3.3. Any Units not so subscribed by a Member
may, for a period of an additional60 days, be sold, at the same price and terms, to other Members,
or to any other person approved by unanimous consent of the Members, and such person shall
thereupon be admitted as a Member.
3.3
Default. If a
Member who has
subscribed to purchase
additional Units pursuant
to Section 3.2 shall
fail to make
payment of any amount required under Section 3.2 when
due and payable, the Managing Member, on behalf of
the LLC, shall have the right in
their discretion:
(a)
to sue such
defaulting Member for
the amount due
and payable, and
the defaulting Member agrees to
pay all of
the LLC's actual
expenses incurred in
enforcing this Agreement, including without limitation, attorneys' fees and court
costs;
(b)
to terminate all
future distributions to
the defaulting Member
and apply such distributions against amounts
owed to the
LLC by the defaulting Member;
(c)
to borrow such
sums as may
be necessary to
make up any
such defaults on
such terms (including rate of
interest and maturity) as are approved by Members
other than the defaulting Member then holding 50% of
the Membership Interests, in which
case the defaulting Member shall be liable to
the LLC for the amount which such defaulting
Member has failed to contribute, together
with the LLC's actual expenses incurred in
connection with any such borrowing,
including without limitation, interest and attorney's
fees; and
(d)
to sell the
interest of the
defaulting Member in
the LLC at
public or private
sale, in which event
the defaulting Member shall
remain liable for the amount by which
the amount in default, plus interest at the announced prime rate of interest,
from time to time in effect plus 5 percent per annum (but
in no event to exceed
any applicable usury limits), including
attorneys' fees and expense
of collection, exceeds the amount realized by the LLC as a result of
such sale.
3.4
Special Power
of Attorney. Each
Member hereby consents
to the admission
of any additional Member admitted
to the LLC pursuant to the provisions of Section 3.2
or Section 3.3. Each Member hereby grants
to the Managing Member an irrevocable, special power of attorney, coupled with an
interest, for the following purposes:
(a)
in the
event of a
sale of Units
under Section 3.2
to a person who
is not a
Member, to take all actions necessary
to admit such person as a Member
of the LLC; and
(b)
in the
event of such
Member's default under
Section 3.2,
to take on
behalf of such Member
all actions necessary
to transfer all rights, interests and
obligations of such Member in the LLC to such
persons or entities as shall be
entitled to acquire its
interest in the LLC in accordance with the
provisions of Section 3.3.
3.5
No Third
Party Beneficiaries. The
provisions oft his Agreement,
including but not limited
to Paragraph 3.2
through 3.4, are
not for the benefit of creditors or other
third parties, and may not be
relied upon in extending credit to the
LLC.
3.6
Other Contributions
and Loans. The Members
shall not
be liable to
make any contributions or
loans to the
LLC other than as specifically required
by this Agreement. If the Members determine, by the affirmative vote of a majority
of the Members, that additional funds are required to carry out LLC purposes but do
not vote, pursuant to Section 3.2 to require capital contributions,
then the Members may loan
funds to the
LLC for such purposes. If
any Member advances funds to the LLC other than as provided in Sections 3.1
and 3.2, unless otherwise agreed, the amount of any such advance shall not increase
such Member's Membership Interests, but shall be a debt due from the LLC to such Member.
In the absence of an express agreement governing such debt, it shall be repaid as
soon as practicable to such Member
together with interest thereon
at the announced prime rate of interest. No
loan or advance to the LLC by a Member shall be deemed a contribution.
3.7
Withdrawal of Capital.
No Member shall
have the right
to withdraw any
part of his or her
capital contribution prior
to the dissolution of the LLC, except
as provided in this Agreement. No
Member shall be
entitled to interest on his
or her capital contribution. Each Member expressly waives
the right, if any,
to bring an action for partition of any
property in which the LLC
may have an interest.
3.8
Allocation of GAAP
Net Income and
Loss. Net income
and loss shall
be determined under generally
accepted accounting principles
and shall be
allocated among the Members for purposes of Section 3.14 in accordance
with this Agreement. Allocations
of net income and loss to
a Member for a fiscal year during which the Members' Membership Interests
change shall be determined by pro-rating allocations determined pursuant to the preceding sentence
based upon the number of
days in the year through the date of
the change in Membership Interests.
3.9
Tax Allocations. For
federal income tax
purposes, the income
and loss of
the LLC shall be
allocated as follows: Items of LLC income,
gain, loss, deduction or credit shall be allocated in the same manner the corresponding
items enter into the calculation of net income
and loss as determined under generally accepted
accounting principles are allocated pursuant to Section 3.8.
3.10
Determination of Funds Available
for Distribution. The Managing Member shall from time
to time determine whether any LLC
funds may be available for distribution and so notify the Members. After consulting
with the Managing Member, the Members shall determine, by affirmative vote of
a majority of the Members holding more than 50% of the Membership Interests, whether a distribution shall be made and in
what amount. In making such determinations, the Members shall consider whether the
LLC has cash on hand in excess of amount required for
future operations or any reserves established by the Managing Member :from
time to time. If the Members determine that there is excess cash on hand and vote
to distribute such cash, the Managing Member shall be directed to distribute
any such excess cash.
3.11
Distributions of Operating
Income. Except as set forth
in the following
Section and in Section
6.3, any cash
:from operations that is determined to be available for distribution shall be
distributed by the Managing Member to the Members in
proportion to each Member's positive retained earnings account, maintained
in accordance with Paragraph 3.14, until each
member's positive retained earnings account is reduced to zero. Any remaining cash
available for distribution shall be distributed in proportion to each
Member's positive capital contribution account,
maintained in accordance with Paragraph
3.15 until each Member's positive
capital contribution account is reduced to zero. Remaining cash available for distribution,
if any, shall be shared in
accordance with the Members' Membership
Interests at the time of the distribution. If the LLC has cash available after satisfaction of its other obligations, the Managing
Member shall, unless Members holding at
least 50% of the Membership Interests agree to
the contrary, distribute to members an amount
sufficient to allow each such
Member to pay any income taxes assessed against each
such Member with respect to each
such Member's Membership Interest.
3.12
Distributions on
Sale of Assets
or on Dissolution. Any
net proceeds :from
sales of LLC assets
shall be distributed
first in proportion to each
Member's positive capital contribution account maintained in
accordance with Paragraph 3.15, until each
Member's capital contribution account is reduced
to zero. Any remaining net proceeds :from sales of LLC assets shall be distributed
in proportion to each
Member's positive retained earnings account, maintained in accordance with
Paragraph 3.14, until each Member's retained
earnings account is reduced to zero, and then in accordance with the Members' Membership
Interests at the time of the distribution.
All proceeds available for distribution upon the dissolution
of the LLC shall be distributed
by the Manager to the Members as provided in
Paragraph 6.3.
3.13
Capital Accounts. A
separate capital account
shall be maintained
for each Member under
generally accepted accounting
principles. In general,
a Member's capital
account shall equal the sum of his
or her retained earnings
account plus his
or her capital contribution account. Notwithstanding any other
provision hereof, capital accounts for tax purposes ("tax capital accounts")
shall also be maintained pursuant to final Treasury
Regulations under Section 704(b) of the
Code. The Managing Member may, after consulting with the Members,
make such other adjustments, whether or not
consistent with the foregoing, to
the tax capital accounts as are necessary to comply
with such final Treasury Regulations.
3.14
Retained Earning
Accounts. A separate
retained earning account
shall be maintained for
each Member. A Member's
retained earning account
shall be increased by
the Member's share of net income and decreased
by the Member's share
of loss and distributions made to it pursuant to the
first and third sentence of Paragraph 3.11
and the second sentence of Paragraph 3.12. For purposes of this Section, net
income and loss shall be determined pursuant to
generally accepted accounting principles and in accordance with the method
of accounting pursuant to which the LLC keeps its books under Section 4.11(a).
3.15
Capital Contribution
Accounts. Separate capital
contribution accounts shall
be maintained for each Member.
In general,
a Member's capital contribution account shall be increased by the Member's
contributions to the LLC and shall be reduced by
distributions to the Members pursuant to the second sentence of Paragraph 3.11 and the first
sentence of Paragraph 3.12.
Article
4
Management
4.1
Management by Members. The management of the business
and affairs of the LLC shall be vested in
Sanidor (the "Managing Member").
4.2
Duties of Manager. (a)
Subject to the provisions
of this Agreement, the
Act and other applicable
law, a Managing Member shall have complete and unrestricted power and authority
to manage and administer the business, properties and activities of the LLC, in its sole and exclusive discretion.
(b)
The Managing
Member shall perform
its duties as
the Managing Member
in good faith, in
a manner it
reasonably believes to be in the
best interests of the LLC
and with such care as an ordinarily prudent person in
a like position would use under similar circumstances. The Managing Member
in so performing its duties
shall not have any liability
by reason of being or having been
a Managing Member of the LLC. The Managing Member
shall have no authority to do any act in contravention of
the Articles or of this Agreement.
4.3
Specific Powers
of Managing Member. Subject
to any limitations
set forth in
this Section or in
Section 4.4, the
Managing Member shall have the following
specific powers, and may expend LLC funds in exercising such powers:
(a)
to pay or
cause to be
paid or reimbursed
all costs and
expenses incurred to
third parties incurred in
the conduct of the
business of the LLC;
(b)
to maintain or cause to be maintained all
financial records for the LLC; (c) to maintain or cause to be maintained bank
accounts for the LLC;
(c)
to maintain or cause to be maintained bank accounts for the LLC;
(d)
to pay or
cause to be
paid obligations of
the LLC and
collect obligations owed
to the
(e)
to purchase or cause to
be purchased liability and other insurance to protect the LLC’s properties and
business at the
expense of the
LLC;
(f)
to make
or cause to
be made all payments
required of the LLC pursuant to this
Agreement and for all direct and indirect costs and expenses incurred
in the conduct of its business, including, without limitation, all costs and expenses for legal, audit, accounting and
other technical and professional services, reports and other communications to, and
costs of maintaining relations with the Members, insurance, interest, taxes and governmental
fees;
(g)
to cause
the LLC to
employ or to engage
persons or entities from time to
time, at the expense of the
LLC, to render the types of services generally needed
to assist in the operation of the business and investments of the LLC, including
but not limited to, accountants, bookkeepers, attorneys and consultants on such terms and for such compensation as the Manager
shall determine;
(h)
to cause
the LLC to
demand, sue for,
collect, recover and
receive all goods, claims, debts,
monies, interest and
demands whatsoever now due or that
may hereafter become due or belong to the LLC, including the right
to institute any action, suit or other legal
proceeding for the recovery of any property
or any part or parts thereof,
the possession of which the LLC may be
entitled, and to make, execute and
deliver receipts, releases or other
discharges therefor under seal or otherwise;
(i)
to cause
the LLC to
defend, settle, adjust,
compound and compromise
all actions, suits, accounts,
claims and demands
whatsoever that hereafter shall be pending between the LLC and any person;
(j)
to appoint
a Member to
act as the
LLC's "tax matters
member" (unless another Member
is specifically designated as such), and
to make or revoke tax elections on behalf of the LLC, including
the election provided by Section
754 of the Code; and
(k)
to execute
on behalf of
the LLC any
and all documents
or instruments of
any kind which the
Managing member may deem
appropriate in carrying out
the purposes of the LLC.
The
above enumeration of
specific powers of
the Managing Member
shall not require
the exercise of any
such power by
the Managing Member
except in their sole discretion
or as otherwise required by this Agreement.
4.4
Matters Requiring Vote.
Notwithstanding the provisions of
the preceding Sections
4.2
and 4.3, the
following actions shall
not be taken except
as approved by
Member(s) holding
more than 50% of
the Membership Interests:
(a)
any sale
or other transfer
(in any form of
transaction) of all or
substantially all of the assets
of the LLC;
(b)
the incurring of
any indebtedness;
(c)
any payment, or
the incurring of
any obligation to
make a payment,
to or for the benefit of the Managing
Member or any enterprise in which the Managing Member has an interest by ownership or otherwise, other than distributions and
expense reimbursements in accordance with the terms of this Agreement; and
(d)
all determinations
as to the need for funds for LLC purposes and the method for providing such
funds.
4.5
Other Employees. The
Managing Member shall
appoint such other
employees of the LLC
as are approved
by a majority of the Members holding
more than 50% of the Membership Interests.
4.6
Expense Reimbursements. Subject
to Section 4.6(1),
the Managing Member
shall be reimbursed by
the LLC for
all reasonable expenses
incurred by it on behalf
of the LLC, including without limitation all expenses incurred by the Managing
Member in the organization of the LLC, in connection with the
acquisition of LLC assets, and the preparation
of tax returns.
4.7 Other Activities. The
Managing Member shall devote such time to the business of
the LLC as it, in its reasonable discretion, considers
necessary or advisable. The Managing
Member may at any time during the term of the LLC engage
and own an interest in any other business or
activity, including ownership of real estate, individually or through
any venture or entity. Nothing contained in this Agreement shall be construed to
constitute the Managing Member or any Member as the agent
or general partner of any other person or entity, nor in
any manner to limit the Managing Member or any Member in
the carrying on of their other respective businesses or activities.
4.8
Books and Records. (a)
The Managing Member shall maintain
or cause to be maintained
complete and accurate
books of account
of the LLC's
affairs in accordance with generally
accepted accounting principles, consistently applied, at the LLC's principal place
of business. The LLC's books shall be kept on
the cash method of accounting
generally applicable to partnerships, provided that another method may be applied
for financial statement reporting purposes with the advice of the LLC's accountants. The
LLC's accounting period, taxable year and fiscal year shall be
the calendar year.
(b)
The LLC
shall keep at
the principal office
of the LLC,
(1) a current
list of the
full name and last
known business, residence or mailing address
of each Member, both past
and present; (2) a copy of the Articles
and all amendments thereto, together with executed copies of any
powers of attorney pursuant to
which any amendment has been executed; (3)
copies of the LLC=s federal, state and local
income tax returns and reports, if any,
for the three most recent years; (4) copies of the currently
effective Operating Agreement; (5) copies of writings relating
to liability for contributions as required under the Act; (6)
copies of financial statements
of the LLC for
the three most recent years; (7) minutes of every annual and special
meeting of Members and any meeting
ordered by a court pursuant to the Act; (8) a statement prepared and certified as accurate by the Managing Member which
contains information about contributions of capital and
return of contributions as required by the Act; and
(9) consents and action taken by
Members without a meeting.
4.9
Reports and Information.
Tax returns of
the LLC shall
be provided to
all Members for their review as
soon as reasonably available before filing. By
no later than March 30 of each year, or such
later date as
may be required by the LLC's
outside tax service, the Managing
Member shall mail or cause to be mailed
to each Member sufficient financial and tax information concerning the
results of LLC operations as is
necessary for each member to file
his or her own federal and
state income tax return for the
preceding year, as well as
financial statements prepared in accordance with generally accepted accounting
principles, consistently applied. Upon reasonable
request, any Member or his or her duly
authorized representative shall have the right to inspect and copy
any of the LLC books and records required to be kept pursuant to Section
4.11 during ordinary business hours.
The Member shall pay any actual cost
of copying such books and
records, and shall pay any special costs (such as enlargement from microfilm or computer printout) which may be
required in connection with such inspection. Such inspection
shall be conducted at a
time and in a manner so as not to interfere with the operation of the business
of the LLC. In no event shall the Managing Member be compelled to prepare compilations
or summaries which are not customarily maintained in
the conduct of the business of the LLC.
In the event the Member wishes
to inspect records which are not
maintained at the principal place of business, such as
records on a shared or rented computer
system, the Managing Member shall have
a reasonable time to produce
such records at the principal place of business of the LLC.
4.10
Limited Liability
Company Reports. The
Managing Member shall
file reports on behalf
of the LLC
with the Secretary
of State as required under
the Act.
4.11 Tax Matters Member. Pursuant
to Section 6231(a)
of the Code, the designated tax
matters member for the LLC may take
any action on behalf of the LLC. If at
any time the Members elect a non-member as the sole Manager of the LLC, the
Members shall, by a vote of Members holding more than 50%
of the Membership Interests, select one
of the Members to serve as
the tax matters member for the LLC. The tax matters member
shall prepare or supervise the preparation of all tax
returns of the LLC, and shall be
entitled to reimbursement of any expenses
associated with such preparation.
Article
5
Meetings
and Notices
5.1
Meetings of
Members. Meetings of
Members maybe held
at such place
as maybe stated in
the notice of
meeting. If no place is
stated in the notice of
meeting, the meeting shall
be held at the principal office
of the LLC. There shall be an annual meeting
of Members which shall be held on such date as
the Managing Member may designate
or as the Members may agree. Special meetings of the Members may be
called by the Managing Member or by any
Member.
5.2
Notice of
Members' Meetings. Written
notice stating the
place, day and hour
of the meeting and,
in the case of
a special meeting, the
purposes for which the meeting is
called, shall be delivered not less than
ten days nor more than 30 days
before the date of the meeting by or at
the direction of the Manager or the persons calling the meeting to each Member
of record entitled to vote at such meeting. If three
successive notices sent to the last
known address of a Member are returned
as undeliverable, no further notices
to such Member shall be necessary until
another address for such Member is made known to
the LLC. A waiver of notice of meeting
in writing, signed by
the person entitled to such notice,
whether before, at or after the
time stated therein, shall be equivalent to the giving of notice of a meeting
or any other matter.
5.3
Method of
Notices. Any notice or
document required to
be given to any
Member or to the
LLC shall be
in writing and shall be
deemed given (1) upon personal delivery, (2) upon confirmation telephonically
or via e-mail of delivery by telefax or
e-mail, (3) on the first business day
after receipted delivery to a courier
service that guarantees next-business-day delivery, under circumstances where such
guaranty is applicable, or (4) on the third
business day after mailing, by certified or registered mail, to the
appropriate party. Notices given to the
LLC or the Managing Member shall be addressed to the LLC or the
Managing Member at the address of the principal office
of the LLC. The Managing Member shall maintain a record of names and addresses of
the Members, and any notice given the Members shall be given
according to the names and addresses on such record.
5.4 Voting Rights of Members. In all matters presented to or requiring a vote of
Members, each Member shall
have one vote. A Member may vote in person or by written
proxy. Cumulative voting shall not be permitted. A Majority of Members entitled
to vote shall constitute a quorum at any meeting
of Members. If a quorum is present, the affirmative vote of a majority of
Members shall be the act of the Members unless the
vote of a greater number is
required under the Act or
other provisions of this Agreement.
5.5
Adjourned Meetings.
If a quorum
is not represented
at a meeting
of Members, such meeting
may be adjourned for a period not to
exceed 30 days at any one adjournment. When a meeting is adjourned to another time or place, whether the
adjournment is for lack of quorum or otherwise,
notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken. At any adjourned meeting,
the LLC may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than
10 days after the
date of the original meeting, a
notice of the adjourned meeting shall be given to
each Member entitled to
vote at the meeting.
5.6
Action of
Members Without a
Meeting. Action required
or permitted by the
Act to be taken
at a Members' meeting
may be taken without a meeting if the action is evidenced
by one or more written consents
describing the action taken, signed by each Member entitled
to vote. Action so taken shall
be effective when all Members entitled to vote have signed the consent
unless the consent specifies a different effective date in which case the action shall be effective as of the different
effective date. Written consent of Members entitled to vote shall have the
same force and effect as a unanimous
vote of such Members.
Article
6
Dissolution
and Termination
6.1
Events of
Dissolution. The LLC
shall be dissolved
upon the occurrence of
any of the following
events:
(a)
The death, retirement,
resignation, expulsion, bankruptcy
or dissolution of a member,
or the occurrence
of any other
event which terminates the
continued membership of a Member in the LLC, unless there are at least two
remaining Members and the business of
the LLC is continued by the consent of all of the remaining members within 90 days
after the event which terminates the continued membership of a
Member:
(b)
the unanimous written agreement of
all of the Members;
(c)
the entry of an
order for relief
involving liquidation of
the LLC under
Chapter 7 of the bankruptcy
law of the United States; the
filing by the LLC of a voluntary petition
for liquidation under Chapter 7 of the bankruptcy law of the United States; the general
assignment by the LLC for the benefit of creditors under the laws of any state; or
the appointment of a receiver for all or substantially all of the assets of the LLC, unless such receivership is dissolved within
30 days after the appointment of such receiver. However, the filing of a voluntary petition under Chapter
11 of the bankruptcy law of the United States by the LLC, or the entry of an order
for relief pursuant to a voluntary or involuntary petition by or against the LLC under
Chapter 11 of the bankruptcy law of the United States shall not, in itself,
cause dissolution of the LLC;
(d)
the disposition of substantially all of
the assets of the LLC;
(e)
a final adjudication that
the application of
any provision of
this Agreement impairs the
limited liability of
any Member;
(f)
the happening of any
event that cannot be cured, which makes it
unlawful for the LLC business to be continued;
(g)
the expiration of the
term of the
LLC; or the Act.
(h)
any other event
that would cause
dissolution of a
limited liability LLC under
6.2
Filing of
Statement. As soon as
possible following the
occurrence of any
event of dissolution, a
Managing Member shall execute and file with the Secretary of
State a statement of intent to dissolve in the form prescribed by the Secretary
of State, except that in the event of a dissolution under Section 6.1(a), the Manager
in his or her discretion may delay the
filing of a statement of intent to dissolve
until immediately after the 90-day period for continuation
of the business of the LLC.
6.3
Liquidation. Upon
the dissolution of the
LLC, the Members
shall act as
liquidator to wind up
the affairs of the LLC.
The Managing Member shall have full power and authority to wind up
the affairs of the LLC in an orderly
and businesslike manner and on such terms
and conditions as it deems necessary or advisable. The Managing Member shall
have the power and authority to liquidate any or all
non-liquid assets of the LLC
only to the extent required (1) for payment of debts and liabilities of
the LLC, including any loans or advances to the
LLC by any Member, and the
costs and expense of liquidation, (2) to the establishment of such reserves
as the Members deems necessary or advisable.
The proceeds from such liquidation shall be applied in the priority stated. The balance
of the LLC's non-liquid assets, if any, shall be distributed to the Members
in kind, in accordance with Section
6.4 below.
6.4
Distribution in
Kind. If any
LLC assets are
to be distributed
in kind to
the Members, the Managing
Member shall, in their discretion,
either carry out an informal appraisal
or obtain an independent appraisal of the
fair market value of
such assets at a date reasonably close
to the date
of liquidation and shall distribute such assets to the Members in undivided interests, as tenants-in-common,
in accordance with their Membership Interests at the time of the
distribution. The gain or loss shall be
determined as if the assets
had been sold for their appraised value
and allocated to the Members for
the purpose of maintaining capital accounts in
accordance with Article 3. Net proceeds shall be determined and the assets shall be
distributed in kind to the Members in accordance with Paragraph 6.3 as if the assets
had been sold for the appraised value.
The capital account of each Member shall be debited by the appraised value of the assets
distributed to it.
6.5
Filing of
Articles. When all
debts, liabilities and
obligations of the
LLC have been paid
and discharged or adequate provision
has been made therefor and
all of the remaining property and assets have been distributed to
the Members, the liquidator shall file articles of dissolution
of the LLC with the Secretary of State.
Article
7
General
Provisions
7.1
Transactions with
Members. A Member
or the Managing
Member may lend
money, act as surety
for, and transact other business
with the LLC and, subject to other applicable law, shall have the same rights and
obligations with respect thereto as a person who is not a Member or a Managing Member.
7.2
Indemnification of
Manager,Employees and
Agents. The LLC
shall indemnify any person
made a party
to a proceeding
because such person is or was
a Managing Member against liability incurred
in any such proceeding and advance expenses to such person to the fullest
extent permitted under the Act.
The LLC may indemnify and advance expenses
to any employee or agent of the LLC who is not a Manager to the
same extent as a Managing Member. The LLC may purchase and maintain insurance on
behalf of a person who is or was a Managing Member, employee, fiduciary or agent of the LLC against
any liability asserted against or incurred by such person
in any such capacity or arising
out of such person's status as such, whether or
not the LLC would have the power to indemnify such person against such liability.
Any indemnification of or advance of expenses
to a Managing Member
in accordance with the foregoing, if arising
out of a proceeding by or on behalf of
the LLC, shall be reported in writing to the members with
or before the notice of the next
Members' meeting.
7.3
Entire Agreement.
The Agreement embodies
the entire understanding
and agreement between the
parties concerning the
subject matter hereof,
and supersedes any and all prior negotiations, understandings or agreements
in regard thereto.
7.4
Applicable Law.
This Agreement shall
be construed in
accordance with and
governed by the laws
of the State
of Wisconsin.
7.5
Counterparts. This
Agreement may be
executed in any
number of counterparts,
each of which shall
be considered an original.
7.6
Additional Documents.
The Members agree
to execute any
additional documents and to
perform any additional
acts as are or may become necessary
or convenient to carry out the purposes of this Agreement.
7.7
Amendments. Any
amendments to this
Agreement shall require
the unanimous approval of
the Members.
Article
8
Member
Representations
By
executing this Agreement,
each Member represents
and acknowledges that:
(a)
It
is aware that
the Units of
the LLC have
not been registered
under the Securities Act of 1933
or State Blue Sky Laws (the "Securities Acts") because the Units are being
issued in reliance upon an
exemption which is available only
if the Members acquire them
for investment and not with a view to distribution. Each Member is familiar
with the phrase "acquired for investment and not with a view to distribution"
as it relates to the Securities Acts and the special meaning
given to such terms by the Securities and Exchange Commission.
(b)
It understands
that the LLC
is under no
obligation to register
the Units under the
Securities Acts or
to assist any Member in
complying with any exemption from
such registration if any Member should
at a later date wish to dispose of the Units. Each Member realizes that
the Units are unlikely to qualify for
sale or other disposition under
either Rule 144 or Rule 237 issued by
the Securities and Exchange Commission.
(c)
It
has made as
thorough and complete
an investigation of
this enterprise as
it considers prudent in the circumstances
and that all information has been made available
to it that it needs in order for it to make an
informed and intelligent decision to contribute to and become a Member of the
LLC. Each Member is an experienced and sophisticated
investor not in need of the protection afforded investors by the Securities Acts.
EXECUTED
to be effective
as of the
date first set
forth above.
EXHIBIT
10.2
NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN
A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
Principal
Amount: $128,000.00 Issue Date: May 15, 2015
Purchase
Price: $125,000.00
Original
Issue Discount: $-0-
CONVERTIBLE
PROMISSORY NOTE
FOR
VALUE RECEIVED, FastFunds Financial Corporation, a Nevada corporation (hereinafter called the “Borrower”),
hereby promises to pay to the order of CAREBOURN CAPITAL, L.P., a Delaware limited partnership, or registered assigns (the
“Holder”) the sum of $128,000.00 together with any interest as set forth herein, on February 15, 2015 (the “Maturity
Date”), and to pay interest on the unpaid principal balance hereof at the rate of twelve percent (12%) (The “Interest
Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at
maturity or upon acceleration or by prepayment or otherwise. This Note may not be prepaid in whole or in part except as otherwise
explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at
the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”).
Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year
and the actual number of days elapsed. All payments due hereunder (to the extent not converted into common stock, $0.001 par value
per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States
of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made
in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any
day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the
case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof
shall not be taken into account for purposes of determining the amount of interest due on such date. As used in this Note, the
term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city
of New York, New York are authorized or required by law or executive order to remain closed. Each capitalized term used herein,
and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date
hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).
This
Note carries an original issue discount of $-0- (the “OID”). In addition, the Borrower agrees to pay $3,000.00 to
the Holder, or the Holder’s designee, to cover the Holder’s legal fees, accounting fees, due diligence fees, monitoring,
and/or other transactional costs incurred in connection with the purchase and sale of the Note (the “Transactional Expense
Amount”), all of which amount is included in the initial principal balance of this Note. Thus, the purchase price of this
Note shall be $125,000.00, computed as follows: $128,000.00 initial principal balance, less the OID, less the Transactional Expense
Amount.
This
Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive
rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.
The following
terms shall apply to this Note:
ARTICLE
I. CONVERSION RIGHTS
1.1
Conversion Right. The Holder shall have the right from time to time, and at any time following Ninety (90) days after
the date of this Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount (as
defined in Article III) pursuant to Section 1.6(a) or Article III, each in respect of the remaining outstanding principal amount
of this Note to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable
shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the
Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion
Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder
be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1)
the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which
may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted
portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained
herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to
which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of
more than 9.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence,
beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided,
further, however, that the limitations on conversion may be waived by the Holder upon, at the election of the Holder, not less
than 61 days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until
such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The number of shares
of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined
below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached
hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section
1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably
expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion
Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the
principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest,
if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Holder’s
option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the
Holder’s option, any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof.
1.2 Conversion
Price.
Calculation
of Conversion Price. The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price (as
defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating
to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications,
extraordinary distributions and similar events). The "Variable Conversion Price" shall mean 50% multiplied by the Market
Price (as defined herein) (representing a discount rate of 50%). In the event that the Borrower’s shares of common stock
are chilled for deposit into the DTC system and only eligible for Xclearing deposit, an additional Ten percent (10%) discount
shall be added to the amount being converted at such time .“Market Price” means the average of the lowest three (3)
Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the latest complete
Trading Day prior to the Conversion Date. “Trading
Price” means,
for any
security as
of any
date, the
lowest price
on the OTC Markets OTCQB Marketplace, or applicable trading market (the “OTCQB”) as reported by a reliable
reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTCQB is not the principal
trading market for such security, the closing bid price of such security on the principal securities exchange or trading market
where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners,
the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”
by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner
provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority
in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the
Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period
on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.
1.3
Authorized Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve
from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance
of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all
times to have authorized and reserved three times the number of shares that is actually issuable upon full conversion of the Note
(based on the Conversion Price of the Notes in effect from time to time)(the “Reserved Amount”). The Reserved Amount
shall be increased from time to time in accordance with the Borrower’s obligations pursuant to Section 4(g) of the Purchase
Agreement. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable.
In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number
of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at
the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized
and reserved, free from preemptive rights, for conversion of the outstanding Notes. The Borrower (i) acknowledges that it has
irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and
(ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the
duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance
with the terms and conditions of this Note.
If, at any time the Borrower
does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note. However, upon receipt
of written notice from the Holder of Borrower’s failure to maintain the Reserved Amount, the Borrower shall have three (3)
days to cure any deficiencies in the Reserved Amount.
1.4 Method of Conversion.
(a)
Mechanics of Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time
from time to time after One Hundred Eighty Days following the Issue Date, by (A) submitting to the Borrower a Notice of Conversion
(by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York,
New York time) and (B) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower.
(b)
Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note
in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless
the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the
principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the
Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute
or discrepancy, such records of the Borrower shall, prima facie, be controlling and determinative in the absence
of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer
this Note unless the Holder first physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue
and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any
applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note. The
Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph,
following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note
may be less than the amount stated on the face hereof.
(c)
Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other
than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other
securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such
shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount
of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.
(d)
Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail
(or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in
this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder
certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”)
(and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with
the terms hereof and the Purchase Agreement.
(e)
Obligation of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall
be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the
amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults
on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith
terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such
conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue
and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by
the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against
any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower
to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by
the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation
of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall
be the Conversion Date so long as the Notice of Conversion is received by the Borrower before 6:00 p.m., New York, New York time,
on such date.
(f)
Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock
issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated
Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions contained
in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically
transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with
DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system.
(g)
Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other
remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon
conversion of this Note is not delivered by the Deadline (other than a failure due to the circumstances described in Section 1.3
above, which failure shall be governed by such Section) the Borrower shall pay to the Holder $2,000 per day in cash, for each
day beyond the Deadline that the Borrower fails to deliver such Common Stock. Such cash amount shall be paid to Holder by the
fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower
by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note,
in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall
be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a
valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right
are difficult if not impossible to qualify. Accordingly the parties acknowledge that the liquidated damages provision contained
in this Section 1.4(g) are justified.
1.5
Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred
unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer
agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for
opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred
pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act
(or a successor rule) (“Rule 144”) or (iv) such shares are transferred to an “affiliate” (as defined in
Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who
is an Accredited Investor (as defined in the Purchase Agreement). Except as otherwise provided in the Purchase Agreement (and
subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable upon conversion of
this Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number
of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable
upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant
to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in
the following form, as appropriate:
“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN
A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”
The
legend set forth above shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer
legend if (i) the Borrower or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary
for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made
without registration under the Act, which opinion shall be accepted by the Company so that the sale or transfer is effected or
(ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder
under an effective registration statement filed under the Act or otherwise may be sold pursuant to Rule 144 without any restriction
as to the number of securities as of a particular date that can then be immediately sold. In the event that the Company does not
accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration,
such as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.
1.6
Effect of Certain Events.
(a)
Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially
all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which
more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of
the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i)
be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the
Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article
III) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited
liability company, partnership, association, trust or other entity or organization.
(b)
Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion
of all of the Notes, there shall be any merger, consolidation, or an exchange of shares, recapitalization or reorganization pursuant
to a merger or consolidation, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed
into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity,
or in case of any sale or conveyance of all or substantially all of the assets or more than 50% of the total outstanding shares
of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall
thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified
herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets
which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior
to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions
shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including,
without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of
the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable
upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first
gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written
notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation
of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets
(during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if
not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply
to successive consolidations, mergers, sales, transfers or share exchanges.
(c)
Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire
its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any
dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock
of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion
of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such
assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had
such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to
such Distribution.
(d)
Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the
events described in this Section 1.6, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and
prepare and furnish to the Holder of a certificate setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. The Borrower shall, upon the written request at any time of the Holder, furnish
to such Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in
effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time
would be received upon conversion of the Note.
1.7
Trading Market Limitations. Unless permitted by the applicable rules and regulations of the principal securities market
on which the Common Stock is then listed or traded, in no event shall the Borrower issue upon conversion of or otherwise pursuant
to this Note and the other Notes issued pursuant to the Purchase Agreement more than the maximum number of shares of Common Stock
that the Borrower can issue pursuant to any rule of the principal United States securities market on which the Common Stock is
then traded (the “Maximum Share Amount”), which shall be 9.99% of the total shares outstanding on the Closing Date
(as defined in the Purchase Agreement), subject to equitable adjustment from time to time for stock splits, stock dividends, combinations,
capital reorganizations and similar events relating to the Common Stock occurring after the date hereof. Once the Maximum Share
Amount has been issued, if the Borrower fails to eliminate any prohibitions under applicable law or the rules or regulations of
any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Borrower or
any of its securities on the Borrower’s ability to issue shares of Common Stock in excess of the Maximum Share Amount, in
lieu of any further right to convert this Note, this will be considered an Event of Default under Section 3.3 of the Note.
1.8 Status
as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares,
if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount
or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder
of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares
of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure
by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates
for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion
of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common
Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted
portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note
has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted. In all cases, the
Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default
Payments pursuant to Section 1.3 to the extent required thereby for such Conversion Default and any subsequent Conversion Default
and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 1.3)
for the Borrower’s failure to convert this Note.
1.9
Prepayment. Notwithstanding anything to the contrary contained in this Note, the Borrower may prepay the amounts outstanding
hereunder pursuant to the following terms and conditions:
(a) At
any time during the period beginning on the Issue Date and ending on the date which is thirty (30) days following the Issue Date,
the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the
Note to prepay the outstanding Note (principal and accrued interest), in full by making a payment to the Holder of an amount in
cash equal to 125%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid
interest on the unpaid principal amount of this Note plus (y) Default Interest.
(b) At
any time during the period beginning the day which is thirty one (31) days following the Issue Date and ending on the date which
is sixty (60) days following the Issue Date, the Borrower shall have the right, exercisable on not less than three (3) Trading
Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full by
making a payment to the Holder of an amount in cash equal to 130%, multiplied by the sum of: (w) the then outstanding principal
amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note plus (y) Default Interest.
(c) At
any time during the period beginning the day which is sixty one (61) days following the Issue Date and ending on the date which
is ninety (90) days following the Issue Date, the Borrower shall have the right, exercisable on not less than three (3) Trading
Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full by
making a payment to the Holder of an amount in cash equal to 135%, multiplied by the sum of: (w) the then outstanding principal
amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note plus (y) Default Interest.
(d) At
any time during the period beginning the day which is ninety one (91) days following the Issue Date and ending on the date which
is one hundred twenty (120) days following the Issue Date, the Borrower shall have the right, exercisable on not less than three
(3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest),
in full by making a payment to the Holder of an amount in cash equal to 140%, multiplied by the sum of: (w) the then outstanding
principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note plus (y) Default
Interest.
(e) At
any time during the period beginning the day which is one hundred twenty one (121) days following the Issue Date and ending on
the date which is one hundred fifty (150) days following the Issue Date, the Borrower shall have the right, exercisable on not
less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and
accrued interest), in full by making a payment to the Holder of an amount in cash equal to 145%, multiplied by the sum of: (w)
the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this
Note plus (y) Default Interest.
(f) At
any time during the period beginning the day which is one hundred fifty one (151) days following the Issue Date and ending on
the date which is one hundred eighty (180) days following the Issue Date, the Borrower shall have the right, exercisable on not
less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and
accrued interest), in full by making a payment to the Holder of an amount in cash equal to 150%, multiplied by the sum of: (w)
the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this
Note plus (y) Default Interest.
(g) After
the expiration of one hundred eighty (180) following the date of the Note, the Borrower shall have no right of prepayment.
Any
notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its
registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment
which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment
(the “Optional Prepayment Date”), the Borrower shall make payment of the applicable prepayment amount to or upon the
order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional
Prepayment Date. If the Borrower delivers an Optional Prepayment Notice and fails to pay the applicable prepayment amount due
to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit
its right to prepay the Note pursuant to this Section 1.9.
ARTICLE
II. CERTAIN COVENANTS
2.1
Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall
not without the Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or other distribution
(whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely
in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment
or distribution in respect of its capital stock except for distributions pursuant to any shareholders’ rights plan which
is approved by a majority of the Borrower’s disinterested directors.
2.2
Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without
the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary
course of business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.
2.3
Advances and Loans. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without
the Holder’s written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation,
including, without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits
or advances (a) in existence or committed on the date hereof and which the Borrower has informed Holder in writing prior to the
date hereof, (b) made in the ordinary course of business, (c) made to a pending merging partner pursuant to an agreement of merger
or (c) not in excess of $100,000.
ARTICLE
III. EVENTS OF DEFAULT
If
any of the following events of default (each, an “Event of Default”) shall occur:
3.1
Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on
this Note, whether at maturity, upon acceleration or otherwise, following a five (5) day cure period.
3.2
Conversion and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens
in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder
in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or
in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant
to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or
hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of
Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note,
or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing)
any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of
Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or
makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph)
and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall
not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an
obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this
Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent.
If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion,
such advanced funds shall be paid by the Borrower to the Holder within forty eight (48) hours of a demand from the Holder.
3.3
Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this
Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of
ten (10) days after written notice thereof to the Borrower from the Holder.
3.4
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement,
statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase
Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of
time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.
3.5
Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors,
or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business,
or such a receiver or trustee shall otherwise be appointed.
3.6
Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary
of the Borrower or any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed
for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.
3.7
Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary,
for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any
subsidiary of the Borrower.
3.8
Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the
OTCQB or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange,
or the American Stock Exchange.
3.9
Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange
Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.
3.10
Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.
3.11
Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable
to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue
as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.
3.12
Maintenance of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real
property or other assets which are necessary to conduct its business (whether now or in the future).
3.13
Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for
any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result
of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on
the rights of the Holder with respect to this Note or the Purchase Agreement.
3.14
Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written
notice to the Holder.
3.15
Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower
fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in
a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve
shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.
3.16
Event of Default. Upon the occurrence and during the continuation of any Event of Default specified in Section 3.1 (solely
with respect to failure to pay the principal hereof or interest thereon when due at the Maturity Date), the Note shall become
immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount
equal to the Default Sum (as defined herein). UPON THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED
IN SECTION 3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND THE BORROWER SHALL PAY TO THE HOLDER, IN FULL SATISFACTION
OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT SUM (AS DEFINED HEREIN); MULTIPLIED BY (Z) TWO (2). Upon the
occurrence and during the continuation of any Event of Default specified in Sections 3.1 (solely with respect to failure to pay
the principal hereof or interest thereon when due on this Note upon a Trading Market Prepayment Event pursuant to Section 1.7
or upon acceleration), 3.3, 3.4, 3.6, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, and/or 3. 15 exercisable through the delivery of written
notice to the Borrower by such Holders (the “Default Notice”), and upon the occurrence of an Event of Default specified
the remaining sections of Articles III (other than failure to pay the principal hereof or interest thereon at the Maturity Date
specified in Section 3,1 hereof), the Note shall become immediately due and payable and the Borrower shall pay to the Holder,
in full satisfaction of its obligations hereunder, an amount equal to the greater of (i) 150% times the sum of (w) the then outstanding
principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of
payment (the “Mandatory Prepayment Date”) plus (y) Default Interest, if any, on the amounts referred to in clauses
(w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof (the then outstanding principal
amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known
as the “Default Sum”) or (ii) the “parity value” of the Default Sum to be prepaid, where parity value
means (a) the highest number of shares of Common Stock issuable upon conversion of or otherwise pursuant to such Default Sum in
accordance with Article I, treating the Trading Day immediately preceding the Mandatory Prepayment Date as the “Conversion
Date” for purposes of determining the lowest applicable Conversion Price, unless the Default Event arises as a result of
a breach in respect of a specific Conversion Date in which case such Conversion Date shall be the Conversion Date), multiplied
by (b) the highest Closing Price for the Common Stock during the period beginning on the date of first occurrence of the Event
of Default and ending one day prior to the Mandatory Prepayment Date (the “Default Amount”) and all other amounts
payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are
expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder
shall be entitled to exercise all other rights and remedies available at law or in equity.
If
the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable,
then the Holder shall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that
there are sufficient authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default
Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then
in effect.
ARTICLE
IV. MISCELLANEOUS
4.1
Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder 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 privileges. All rights and remedies existing
hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.
4.2
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where
such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first
occur. The addresses for such communications shall be:
If
to the Borrower, to:
FastFunds
Financial Corporation
319
Clematis Street – Suite 400
West
Palm Beach, FL 33407
Attn:
Henry Fong / CEO
Email:
henryfong1@gmail.com
If
to the Holder:
Carebourn
Capital, L.P.
8700
Black Oaks Lane N
Maple
Grove, Minnesota 55311
Attn:
Chip Rice, Managing Member
Email: info@carebourncapital.com
4.3
Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower
and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument
(and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then
as so amended or supplemented.
4.4
Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the
benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor”
(as defined in Rule 501(a) of the 1933 Act). Notwithstanding anything in this Note to the contrary, this Note may be pledged as
collateral in connection with a bona fide margin account or other lending arrangement.
4.5
Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs
of collection, including reasonable attorneys’ fees.
4.6
Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Illinois without
regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Note shall be brought only in the state courts of Illinois or in the federal courts located in the state of Illinois.
The parties to this Note 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 Borrower and
Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees
and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or
unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may
prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.
Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding
in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail
or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law.
4.7
Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding
principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest
on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on
this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty
and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the
sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant
to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate
to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares
of Common Stock.
4.8
Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase
Agreement.
4.9
Notice of Corporate Events. Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder
of Common Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder
with prior notification of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information
sent to shareholders). In the event of any taking by the Borrower of a record of its shareholders for the purpose of determining
shareholders who are entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or
otherwise acquire (including by way of merger, consolidation, reclassification or recapitalization) any share of any class or
any other securities or property, or to receive any other right, or for the purpose of determining shareholders who are entitled
to vote in connection with any proposed sale, lease or conveyance of all or substantially all of the assets of the Borrower or
any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least
twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the consummation of the transaction
or event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such dividend, distribution,
right or other event, and a brief statement regarding the amount and character of such dividend, distribution, right or other
event to the extent known at such time. The Borrower shall make a public announcement of any event requiring notification to the
Holder hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this Section
4.9.
4.10
Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to
the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges
that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach
or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other
available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining,
preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity
of showing economic loss and without any bond or other security being required.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this May 15, 2015.
FastFunds Financial Corporation
By: _______________________________
Name: Henry
Fong
Title: CEO
EXHIBIT
A: NOTICE OF CONVERSION
The
undersigned hereby elects to convert $______________________ principal amount of the Note (defined below) into that number
of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below,
of FastFunds Financial Corporation, a Nevada corporation (the “Borrower”) according to the conditions of the convertible
note of the Borrower dated as of May 15, 2015 (the “Note”), as of the date written below. No fee will be charged to
the Holder for any conversion, except for transfer taxes, if any.
Box
Checked as to applicable instructions:
| | ☐ | The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account
of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”). |
| | | |
| | Name
of DTC Prime Broker: |
| | Account
Number: |
| | | |
| | ☐ | The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common
Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately
below or, if additional space is necessary, on an attachment hereto: |
CAREBOURN
CAPITAL, L.P.
8700
Black Oaks Lane N
Maple
Grove, Minnesota 55311
Attention:
Certificate Delivery
612.889.4671
Date
of Conversion: ____________
Applicable
Conversion Price: $____________
Number
of Shares of Common Stock to be Issued
Pursuant
to Conversion of the Notes: ____________
Amount
of Principal Balance Due remaining
Under
the Note after this conversion: ____________
CAREBOURN
CAPITAL, L.P.
By:
_____________________________
Name: Chip
Rice
Title: Managing
Member
8700
Black Oaks Lane N
Maple
Grove, Minnesota 55311
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
FASTFUNDS FINANCIAL CORPORATION FORMS NEW
PARTNERSHIP TO PROMOTE CLEANER ENVIRONMENTS FOR THE PRODUCTION OF HERBAL AND ALTERNATIVE REMEDIES
WEST PALM BEACH, Florida, May 20, 2015.
—FastFunds Financial Corporation (OTCPK: FFFC) (the “Company” or “FastFunds”) announced today
that it has signed an operating agreement with Sanidor Systems, LLC, to create Pure Grow Systems, LLC.
Pure Grow Systems, LLC is dedicated to the healthy
production and processing of raw materials used for medicinal or other health-related
purposes. One of the products in the Pure Grow Systems’ line provides new technology
to potentially clean, sanitize, and disinfect the processing environments of plants and
herbs used in the formulation of alternative, botanical, and herbal therapies.
“We are developing a line of environmentally
friendly products using ingredients that have a strong track
record of sanitization
and disinfection in
buildings, on furniture,
and other items
found in medical, manufacturing,
or warehousing environments,” said Marybeth Hanson, a member of Sanidor Systems LLC.
“
Since environmental toxins like molds, mildews, and
harmful bacteria, such as salmonella and e-Coli, can find their way into raw
botanical matter, it is important to keep these environments as free from bacteria, mold, and mildew as
possible. We believe our products can enhance the purity and safety of botanical-
and herbal-raw materials.
“Our management team has a long history in
the development of herbal and medicinal products. We understand
the need for
“cleaner” and safer
ingredients, which then
can be used
in the formulation
of nutritional supplements, herbal remedies, and
skincare.”
Pure Grow Systems, LLC, is poised to
launch its website along with its first product line within the next
60 days.
Safe Harbor for Forward-looking Statements
This
news release may contain forward-looking statements that are made pursuant to the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. While these statements are made to convey to the public the company’s progress,
business opportunities and growth prospects, they are based on management’s current beliefs and assumptions as to future
events. However, since the company’s operations and business prospects are always subject to risk and uncertainties, the
forward-looking events and circumstances discussed in this news release might not occur, and actual results could differ materially
from those described, anticipated or implied. For a more complete discussion of such risks and uncertainties, please refer to the
company's filings with the Securities and Exchange Commission.
CONTACTS:
| FastFunds Financial Corporation |
|
| Henry Fong, CEO |
|
| 561-514-9042 |
|