Item 1.01 Entry into a Material Definitive Agreement.

On September 1, 2017, Digiliti Money, Inc., which is a wholly-owned subsidiary of Digiliti Money Group, Inc., (the “Parent”; and collectively, the “Company”), issued a Secured Promissory Note to UFT Equities Inc. (“UFT”) for a principal sum of up to $1.5 million (the “Note”), with an initial draw of $100,000. The Note provides for subsequent draws to be made in equal portions of $350,000 each draw down over a 90 day period subject to satisfaction of certain conditions as provided in the Note, including, without limitation, the completion of and entry into a Security Agreement and certain deliverables. The proceeds will be used to pay mutually agreed upon expenses.

Interest on the Note will accrue at 6.0%. All unpaid principal and accrued interest is due and payable on October 1, 2018 subject to acceleration in the event of default (the “Maturity Date”), and prepayments are prohibited without prior written consent. All obligations under the Note are guaranteed by the Parent. To secure the Company’s obligations under the Note, the Company granted UFT a security interest and lien in substantially all of the assets and property of the Company, subject to an existing secured credit facility by Venture Bank, a Minnesota State Banking corporation and certain other customary exclusions.

The Note contains events of default that would permit acceleration of the Maturity Date under the Note, and certain restrictions that prohibit the Company from engaging in any transactions outside of the ordinary course of business. These restrictions include, but are not limited to, selling, leasing, transferring, or assigning any material assets; entering into any material agreement, contract, lease or license; and making any material capital expenditures or other distributions.

The Note also grants UFT the right to designate one director to the Board immediately upon funding at least the first $450,000 and for as long as any or all of the unpaid principal and accrued interest remains outstanding. In addition, the Note provides for certain negative covenants requiring the Note holder’s consent for certain large corporate actions as provided in Section 20 of the Note.

The Note contemplates the proposed merger, share exchange, asset acquisition or similar business combination resulting in the acquisition by the Company of UFT or its assets (the “Proposed Acquisition”) and provides that, in the event that said Proposed Acquisition is completed (and presuming no other defaults exist), the Company may, from time to time, request additional advances of up to $6.5 million prior to the Maturity Date. Notwithstanding, if a definitive agreement with respect to the Proposed Acquisition is not entered into on or prior to September 30, 2017, or such later date as agreed upon by the parties in writing or if the Company defaults in its other obligations under the Note and related transaction documents, UFT’s obligations to make future advances pursuant to this Note shall cease.

The description set forth above is qualified in its entirety by the Note, which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.