Exhibit 10.1


 


ORIGINAL ISSUE DISCOUNT 5% SECURED PROMISSORY
NOTE


 


	Face Amount: $275,000	May 29, 2015




Purchase Price: $250,000


 


FOR VALUE RECEIVED, FONU2
Inc., a Nevada corporation (the “Maker”), with its principal offices located at 135 Goshen Road Ext., Suite
205, Rincon, GA 31326, promises to pay to the order of SBI Investments LLC, 2014-1, or its registered assigns (the “Payee”),
upon the terms set forth below, the principal amount of Two Hundred Seventy Five Thousand Dollars ($275,000) (this “Note”).


 


1.            Payments.


 


(a)             All amounts
payable hereunder shall be paid in lawful money of the United States by certified check or wire transfer. Quarterly payments of
principal and interest shall be made on this Note beginning on August 29, 2015 and continuing on the last day of each quarter until
paid in full. The remaining unpaid principal, accrued interest and any other fees under this Note shall become all due and payable
on May 29, 2016 (the “Maturity Date”). This Note shall bear interest at the rate of 5% per annum. Interest
shall be computed on the basis of a 360-day year of 12 thirty-day months, shall compound monthly and shall accrue commencing on
the date of issuance.


 


(b)            All overdue
unpaid principal to be paid hereunder shall entail a late fee at the rate of 22% per annum (or such lower maximum amount of interest
permitted to be charged under applicable law) which will accrue daily, from the date such principal is due hereunder through and
including the date of payment.


 


(c)            Absent
the occurrence of an Event of Default (unless such Event of Default is waived in writing by the Payee), the Maker may prepay this
Note for 100% of the full principal amount of this Note at any time prior to the Maturity Date.


 


2.            Secured Obligation.
As security for the payment in full of principal and performance under this Note and of all other liabilities and obligations of
the Maker to the Payee in respect of this Note, ____ shares of the Maker’s common stock shall have been pledged to the Payee
as security for this Note by the Pledgors (as defined below) pursuant to a Pledge and Security Agreement acceptable to the Payee
by and among the pledgors referred to therein (the “Pledgors”) and the Company.


 


3.            Events of Default.


 


(a)          “Event of Default”,
wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary
or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of
any administrative or governmental body):


 


(i)            any default in the payment
of the principal of this Note, as and when the same shall become due and payable;


 


(ii)           Maker or any of its subsidiaries
shall fail to observe or perform any of their respective obligations owed to Payee under this Note or any other covenant, agreement,
representation or warranty contained in, or otherwise commit any breach hereunder or in any other agreement executed in connection
herewith and such failure or breach shall not have been remedied within ten calendar days after the date on which notice of such
failure or breach shall have been delivered;


 






    	 



    	 



    

 


(iii)          Maker or any of its subsidiaries
shall commence, or there shall be commenced against Maker or any subsidiary, a case under any applicable bankruptcy or insolvency
laws as now or hereafter in effect or any successor thereto, or Maker or any subsidiary commences any other proceeding under any
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to Maker or any subsidiary, or there is commenced against Maker or any
subsidiary any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 60 days; or Maker or any
subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is
entered; or Maker or any subsidiary suffers any appointment of any custodian or the like for it or any substantial part of its
property which continues undischarged or unstayed for a period of 60 days; or Maker or any subsidiary makes a general assignment
for the benefit of creditors; or Maker or any subsidiary shall call a meeting of its creditors with a view to arranging a composition,
adjustment or restructuring of its debts; or Maker or any subsidiary shall by any act or failure to act expressly indicate its
consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by Maker or any subsidiary
for the purpose of effecting any of the foregoing;


 


(iv)          Maker or any subsidiary shall
default in any of its respective obligations under any other note or any mortgage, credit agreement or other facility, indenture
agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced
any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of Maker or any subsidiary,
whether such indebtedness now exists or shall hereafter be created and such default shall result in such indebtedness becoming
or being declared due and payable prior to the date on which it would otherwise become due and payable; or


 


(v)          Maker shall (a) be a party
to any Change of Control Transaction (as defined below), (b) agree to sell or dispose all or in excess of 33% of its assets in
one or more transactions (whether or not such sale would constitute a Change of Control Transaction), (c) redeem or repurchase
more than a de minimis number of shares of Common Stock or other equity securities of Maker or (d) except as set
forth on Schedule 3(a)(v)(d) make any distribution or declare or pay any dividends (in cash or other property, other than
common stock) on, or purchase, acquire, redeem, or retire any of Maker's capital stock, of any class, whether now or hereafter
outstanding. “Change of Control Transaction” means the occurrence of any of: (i) an acquisition after the date
hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities
Exchange Act of 1934, as amended) of effective control (whether through legal or beneficial ownership of capital stock of Maker,
by contract or otherwise) of in excess of 49% of the voting securities of Maker, (ii) a replacement at one time or over time of
more than one-half of the members of Maker's board of directors which is not approved by a majority of those individuals who are
members of the board of directors on the date hereof (or by those individuals who are serving as members of the board of directors
on any date whose nomination to the board of directors was approved by a majority of the members of the board of directors who
are members on the date hereof), (iii) the merger of Maker with or into another entity that is not wholly-owned by Maker, consolidation
or sale of 33% or more of the assets of Maker in one or a series of related transactions, or (iv) the execution by Maker of an
agreement to which Maker is a party or by which it is bound, providing for any of the events set forth above in (i), (ii) or (iii).


 


(b)          If any Event of Default occurs
(unless such Event of Default is waived in writing by the Payee), 125% of the full principal amount of this Note shall become,
at the Payee's election, immediately due and payable in cash. Commencing 5 days after the occurrence of any Event of Default that
results in the acceleration of this Note, the interest rate on this Note shall accrue at the rate of 22% per annum, or such lower
maximum amount of interest permitted to be charged under applicable law. The Payee need not provide and Maker hereby waives any
presentment, demand, protest or other notice of any kind, and the Payee may immediately and without expiration of any grace period
enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration
may be rescinded and annulled by Payee at any time prior to payment hereunder. No such rescission or annulment shall affect any
subsequent Event of Default or impair any right consequent thereon.


 






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4.            Negative Covenants.
            So long as 33% or more of the principal amount of this Note is outstanding, the Maker will not and will not permit any of its
Subsidiaries to directly or indirectly, unless consented to in writing by the Payee:


 


a)            other than
Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of
any kind, including but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter
acquired or any interest therein or any income or profits therefrom;


 


b)            other than
Permitted Liens, enter into, create, incur, assume or suffer to exist any liens of any kind, on or with respect to any of its property
or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;


 


c)            amend its
certificate of incorporation, bylaws or other charter documents so as to adversely affect any rights of the Payee;


 


d)            repay,
repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of securities;


 


e)            pay cash
dividends or distributions on any equity securities of the Maker; or


 


f)            enter into
any agreement with respect to any of the foregoing.


 


“Permitted
Indebtedness” shall mean (a) the indebtedness of the Maker existing on the date of issuance of this Note and set forth
on Schedule 4(f) hereto, and shall include (b) lease obligations, equipment loan obligations, film distribution obligations,
and other loans or debts generated in the ordinary course of business and purchase money indebtedness incurred in connection with
the acquisition of capital assets and lease obligations with respect to newly acquired or leased assets and (c) indebtedness incurred
by the Maker that does not mature or require payments of principal prior to the Maturity Date of this Note and is made expressly
subordinate in right of payment to the indebtedness evidenced by this Note,


 


“Permitted
Lien” shall mean the individual and collective reference to the following: (a) liens for taxes, assessments and other
governmental charges or levies not yet due or liens for taxes, assessments and other governmental charges or levies being contested
in good faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Maker)
have been established in accordance with generally accepted accounting procedures; (b) liens imposed by law which were incurred
in the ordinary course of business, such as carriers’, warehousemen’s and mechanics’ liens, statutory landlords’
liens, and other similar liens arising in the ordinary course of business, and which (x) do not individually or in the aggregate
materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business
of the Maker and its consolidated subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings
have the effect of preventing the forfeiture or sale of the property or asset subject to such lien; and (c) liens of the Maker
existing on the date of issuance of this Note.


 


6.            No Waiver of Payee’s Rights.
All payments of principal and interest shall be made without setoff, deduction or counterclaim. No delay or failure on the part
of the Payee in exercising any of its options, powers or rights, nor any partial or single exercise of its options, powers or rights
shall constitute a waiver thereof or of any other option, power or right, and no waiver on the part of the Payee of any of its
options, powers or rights shall constitute a waiver of any other option, power or right. Maker hereby waives presentment of payment,
protest, and all notices or demands in connection with the delivery, acceptance, performance, default or endorsement of this Note.
Acceptance by the Payee of less than the full amount due and payable hereunder shall in no way limit the right of the Payee to
require full payment of all sums due and payable hereunder in accordance with the terms hereof.


 






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7.            Modifications. No term or
provision contained herein may be modified, amended or waived except by written agreement or consent signed by the party to be
bound thereby.


 


8.            Cumulative Rights and Remedies;
Usury. The rights and remedies of Payee expressed herein are cumulative and not exclusive of any rights and remedies otherwise
available under this Note, the Pledge and Security Agreement, or applicable law (including at equity). The election of Payee to
avail itself of any one or more remedies shall not be a bar to any other available remedies, which Maker agrees Payee may take
from time to time. If it shall be found that any interest due hereunder shall violate applicable laws governing usury, the applicable
rate of interest due hereunder shall be reduced to the maximum permitted rate of interest under such law.


 


9.            Use of Proceeds. Maker shall
use the proceeds from this Note hereunder for working capital purposes and not for the satisfaction of any portion of Maker’s
or any subsidiary’s debt (other than payment of trade payables in the ordinary course of Maker's business and prior practices),
to redeem any of Maker’s or any subsidiary’s equity or equity-equivalent securities or to settle any outstanding litigation.


 


10.            Collection Expenses. If
Payee shall commence an action or proceeding to enforce this Note, then Maker shall reimburse Payee for its costs of collection
and reasonable attorneys fees incurred with the investigation, preparation and prosecution of such action or proceeding.


 


11.            Severability. If any provision
of this Note is declared by a court of competent jurisdiction to be in any way invalid, illegal or unenforceable, the balance of
this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain
applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder
shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to
equal the maximum permitted rate of interest.


 


12.            Successors and Assigns.
This Note shall be binding upon Maker and its successors and shall inure to the benefit of the Payee and its successors and assigns.
The term "Payee" as used herein, shall also include any endorsee, assignee or other holder of this Note.


 


13.            Lost or Stolen Promissory Note.
If this Note is lost, stolen, mutilated or otherwise destroyed, Maker shall execute and deliver to the Payee a new promissory note
containing the same terms, and in the same form, as this Note. In such event, Maker may require the Payee to deliver to Maker an
affidavit of lost instrument and customary indemnity in respect thereof as a condition to the delivery of any such new promissory
note.


 


14.            Due Authorization.
This Note has been duly authorized, executed and delivered by Maker and is the legal obligation of Maker, enforceable against Maker
in accordance with its terms except as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of creditors’ rights generally. No consent of any
other party and no consent, license, approval or authorization of, or registration or declaration with, any governmental authority,
bureau or agency is required in connection with the execution, delivery or performance by the Maker, or the validity or enforceability
of this Note other than such as have been met or obtained. The execution, delivery and performance of this Note and all other agreements
and instruments executed and delivered or to be executed and delivered pursuant hereto or thereto or the securities issuable upon
conversion of this Note will not violate any provision of any existing law or regulation or any order or decree of any court, regulatory
body or administrative agency or the certificate of incorporation or by-laws of the Maker or any mortgage, indenture, contract
or other agreement to which the Maker is a party or by which the Maker or any property or assets of the Maker may be bound.


 






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15.            Governing Law. All questions
concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced
in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each
of Maker and Payee agree that all legal proceedings concerning the interpretations, enforcement and defense of this Note shall
be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”).
Each of Maker and Payee hereby irrevocably submit to the exclusive jurisdiction of the New York Courts for the adjudication of
any dispute hereunder (including with respect to the enforcement of this Note), and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is improper. Each of Maker and Payee hereby irrevocably waive personal service of process and consents
to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to the other at the address in effect for notices to it under this Note 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 manner permitted by law. Each of Maker and Payee hereby irrevocably waive, to
the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating
to this Note or the transactions contemplated hereby.


 


16.            Notice.
Any and all notices or other communications or deliveries to be provided by the Payee hereunder, including, without
limitation, any conversion notice, shall be in writing and delivered personally, by facsimile, sent by a nationally
recognized overnight courier service or sent by certified or registered mail, postage prepaid, addressed to the Maker, or
such other address or facsimile number as the Maker may specify for such purposes by notice to the Payee delivered in
accordance with this paragraph. Any and all notices or other communications or deliveries to be provided by the Maker
hereunder shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier
service or sent by certified or registered mail, postage prepaid, addressed to the Payee at the address of the Payee
appearing on the books of the Maker, or if no such address appears, at the principal place of business of the Payee. Any
notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of
transmission if delivered by hand or by telecopy that has been confirmed as received by 5:00 p.m. on a business day, (ii) one
business day after being sent by nationally recognized overnight courier or received by telecopy after 5:00 p.m. on any day,
or (iii) five business days after being sent by certified or registered mail, postage and charges prepaid, return receipt
requested.


 


17.            Public Disclosure.
The Maker shall, on the business day following the date hereof, issue a Current Report on Form 8-K, reasonably acceptable to the
Payee, disclosing the material terms of the transactions contemplated hereby, and shall attach this Note thereto and other agreements
entered into in connection herewith. The Maker shall consult with the Payee in issuing any other press releases with respect to
the transactions contemplated hereby.


 






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The undersigned signs this
Note as a maker and not as a surety or guarantor or in any other capacity.


 





	 	FONU2 INC.
	 	 	 
	 	By:	 
	 	 	Name:  Roger Miguel
	 	 	Title:    Chief Executive Officer




 





	Agreed and Acknowledged:	 
	 	 	 
	SBI INVESTMENTS, 2014-1	 
	 	 	 
	By:	 	 
	 	Name: Peter Wisniewski	 
	 	Title: Manager, Sea Otter Global Ventures, L.L.C.	 




 






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Schedule 3(a)(v)(d)


 






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Schedule 4(f)


 


 


8