Exhibit 10.15





 


THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY
BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.


 


 


PCT
LTD.


CONVERTIBLE
PROMISSORY NOTE


 


 


	Principal
    Amount: $50,000.00 USO	October
    4, 2022



 


 


WHEREAS
on October 4, 2022, RB Capital Partners, Inc., with its offices at 2856 Torrey Pines Road, La Jolla, California 92037 (the "Holder")
loaned funds totaling, $50,000.00 to PCT Ltd., a Delaware corporation with its office at 4235 Commerce Street; Little River, SC 29566
(the "Company"). Payment for the loan was made directly to the Company in the form of a Wire Transfer.


 


WHEREAS
the Company and Holder further agreed that such services provided by the Holder to the Company would be evidenced in a convertible note,
which convertible note would be convertible into shares of common stock of the Company at the rate of $0.05 in accordance with Section
3 below;


 


NOW
THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of the mutual premises and the mutual covenants and agreements contained
herein, the parties covenant and agree each with the other as follows: 


 


1.
Principal and Interest.




 


1.1
The Company, for value received, hereby promises to
pay to the order of the Holder the sum of Fifty Thousand Dollars ($50,000.00), which amount represents the amount owed to Holder as of
October 4, 2022.


 


1.2
This Convertible Promissory Note (the "Note")
shall bear seven percent (7%) interest per annum. The Note is for a period of (24) months and cannot be converted until (6) months from
the date first written above has passed.


 


1.3
Upon payment in full of the principal, this Note shall
be surrendered to the Company for cancellation


 


1.4
The principal under this Note shall be payable at the principal
office of the Company and shall be forwarded to the address of the Holder hereof as such Holder shall from time to time designate.


 


2.
Attorney's Fees. If the indebtedness represented by this Note or any part thereof is collected
in bankruptcy, receivership or other judicial proceedings or if this Note is placed in the hands
of attorneys for collection after default, the Company agrees to pay, in addition to the principal payable hereunder, reasonable attorneys'
fees and costs incurred by the Holder. 


 


3.
Conversion.





 


3.1 Voluntary
Conversion. The Holder shall have the right, exercisable in whole or in part, to convert the outstanding principal into
a number of fully paid and non-assessable
whole shares of the Company's $0.001 Par Value common stock ("Common Stock") determined in accordance with Section 3.2 below.


 


3.2
Shares Issuable. The number of
whole shares of Common Stock into which this Note may be voluntarily converted (the "Conversion
Shares") shall be determined by
dividing the aggregate principal amount borrowed hereunder by $0.05 (the "Note Conversion Price"); provided, however, that,
in no event, shall 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 (I) the number of shares of Common stock beneficially owned by Holder and its affiliates (other than shares of Common Stock
which may be deemed beneficially owned through the ownership of the unconverted portion of this
Note or the unexercised or unconverted
portion of any other security of Maker 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 the beneficial ownership by Holder and its affiliates of more than 4.99% of the outstanding shares of
common stock of the Company. 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 and Regulation 13D-G thereunder, except as otherwise provided
in clause {l) of such proviso. 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 Note Conversion Price. 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 Company's option, accrued and unpaid interest,
if any, on such principal amount at the interest rate provided in this Note to the conversion date, provided; however, that the Company
shall have the right to pay any or all interest in cash.


 


3.3
Notice and Conversion Procedures. After receipt
of demand for repayment, the Company agrees to give the Holder notice at least five (5) business days prior to the time that the Company
repays this Note. If the Holder elects to convert this Note, the Holder shall provide the Company
with a written notice of conversion setting forth the amount to be converted. The notice must be delivered to the Company together with
this Note. Within twenty (20) business days of receipt of such notice, the Company shall deliver to the Holder certificate(s) for the
Common Stock issuable upon such conversion and, if the entire principal amount was not so converted, a new note representing such balance.


 


3.4
Other Conversion Provisions.




 


(a)
Adjustment of Note Conversion Price.
In the event the Company shall in any manner, subsequent to the issuance of this Note, approve
a reclassification involving a
reverse stock split and subdivision of the Company's issued and outstanding shares of Common Stock, the Note Conversion Price shall forthwith
be unaffected. In the event the Company shall in any manner, subsequent to the issuance of this Note, approve a reclassification involving
a forward stock split and subdivision of the Company's issued and outstanding shares of Common Stock, the Note Conversion Price shall
forthwith be unaffected.


 


(b)
Common Stock Defined. Whenever reference is made
in this Note to the shares of Common Stock, the term "Common Stock" shall mean the Common Stock of the Company authorized as
of the date hereof, and any other class of stock ranking on a parity with such Common Stock. Shares issuable upon conversion hereof shall
include only shares of Common Stock of the Company.


 


3.5
  No Fractional Shares. No fractional shares
of Common Stock shall be issued upon conversion of this Note. In lieu of the Company issuing any
fractional shares to the Holder upon the conversion of this Note, the Company shall pay to the Holder the amount of outstanding principal
hereunder that is not so converted.


 


4. 
Representations, Warranties and Covenants of the Company. The
Company represents, warrants and covenants
with the Holder as follows:


 


(a)
Authorization; Enforceability.
All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution
and delivery of this Note and the performance of all obligations of the Company hereunder has been taken, and this Note constitutes a
valid and legally binding obligation of the Company, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors' rights generally, and (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other equitable remedies.


 


(b) 
Governmental Consents. No consent, approval,
qualification, order or authorization of, or filing with, any local, state or federal governmental authority is required on the part
of the Company in connection with the Company's valid execution, delivery or performance of this Note except any notices required to
be filed with the Securities and Exchange Commission under Regulation D of the Securities Act of 1933, as amended (the "1933 Act"),
or such filings as may be required under applicable state securities laws, which, if applicable, will be timely filed within the applicable
periods therefor.


 


(c) 
No Violation. The execution, delivery and performance
by the Company of this Note and the consummation of the transactions contemplated hereby will not result in a violation of its Certificate
of Incorporation or Bylaws, in any material respect of any provision
of any mortgage, agreement, instrument or contract to which it is a party or by which it is bound or, to the best of its knowledge, of
any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company or be in material conflict
with or constitute, with or without the passage of time or giving of notice, either a material default under any such provision or an
event that results in the creation of any material lien, charge or encumbrance upon any assets of the Company or the suspension, revocation,
impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business
or operations, or any of its assets or properties.


 


5. 
Representations and Covenants of the Holder. The Company has entered into this Note in reliance upon the following representations
and covenants of the Holder:


 


(a) 
Investment Purpose. This Note and the Common
Stock issuable upon conversion of the Note are acquired for investment and not with a view to the sale or distribution of any part thereof,
and the Holder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration
or exemption.


 


(b)
Private Issue. The Holder understands (i) that
this Note and the Common Stock issuable upon conversion of this Note are not registered under the 1933 Act or qualified under applicable
state securities laws, and (ii) that the Company is relying on an exemption from registration predicated on the representations set forth
in this Section 8.


 


(c)
Financial Risk. The Holder has such knowledge
and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability
to bear the economic risks of its investment.


 


(d) 
Risk ofNo Registration. The Holder
understands that if the Company does not register with the Securities and Exchange Commission pursuant to Section 12 of the Securities
Exchange Act of 1934 (the "1934 Act"), or file reports pursuant to Section 15(d) of the 1934 Act, or if a registration statement
covering the securities under the
1933 Act is not in effect when it desires to
sell the Common Stock issuable upon conversion of the Note, it may be required to hold such securities for an indefinite period. The
Holder also understands that any sale of the Note or the Common Stock which might be made by it in reliance upon Rule 144 under the 1933
Act may be made only in accordance with the terms and conditions of that Rule.


 


6.
Assignment. Subject to the restrictions on transfer described in Section 8 below, the rights and obligations of the Company and
the Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.


 


7.
Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and
the Holder.


 


8. 
Transfer of This Note or Securities Issuable on Conversion Hereof. With respect to any offer, sale or other disposition of this
Note or securities into which this Note may be converted, the Holder will give written notice to the Company prior thereto, describing
briefly the manner thereof. Unless the Company reasonably determines that such transfer would violate applicable securities laws, or
that such transfer would adversely affect the Company's ability to account for future transactions to which it is a party as a pooling
of interests, and notifies the Holder thereof within five (5) business days after receiving notice of the transfer, the Holder may effect
such transfer. The Note thus transferred and each certificate representing the securities thus transferred shall bear a legend as to
the applicable restrictions on transferability in order to ensure compliance with the 1933 Act, unless in the opinion of counsel for
the Company such legend is not required in order to ensure compliance with the 1933 Act. The Company may issue stop transfer instructions
to its transfer agent in connection with such restrictions.


 


9. 
Notices. Any notice, other communication or payment required or permitted hereunder shall be in writing and shall be deemed to
have been given upon delivery if personally delivered or three (3) business days after deposit if deposited in the United States mail
for mailing by certified mail, postage prepaid. Each of the above addressees may change its address for purposes of this Section by giving
to the other addressee notice of such new address in
conformance with this Section.


 


10. 
Governing Law. This Note is being delivered in and shall be construed in accordance with the laws of the State of California,
without regard to the conflicts of law provisions thereof.


 


11. 
Heading; References. All headings used herein are used for convenience only and shall not be used to construe or interpret this
Note. Except as otherwise indicated, all references herein to Sections refer to Sections hereof.


 


12. 
Waiver by the Company. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.


 


13. 
Delays. No delay by the Holder in exercising any power or right hereunder shall operate as a waiver of any power or right.


 


14. 
Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be
excluded from this Note and the balance of the Note shall be interpreted as if such provision was so excluded and shall be enforceable
in accordance with its terms.


 


15. 
No Impairment. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the
terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the
provisions of this Note and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the
Holder of this Note against impairment.


 


 


 


 


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