Exhibit 10.46


 





 


THE SECURITIES OFFERED
HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER (THE "1933 ACT)


 


 


 US $42,000.00 


 


AGRITEK HOLDINGS, INC.


8% CONVERTIBLE SECURED REDEEMABLE NOTE


DUE APRIL 24, 2018


 


 


FOR VALUE RECEIVED,
AGRITEK HOLDINGS, Inc. (the “Company”) promises to pay to the order of CERBERUS FINANCE GROUP LTD and its authorized
successors and permitted assigns ("Holder"), the aggregate principal face amount of Forty Two Thousand Dollars
exactly (U.S. $42,000.00) on April 24, 2018 ("Maturity Date") and to pay interest on the principal amount outstanding
hereunder at the rate of 8% per annum commencing on April 24, 2017. The interest will be paid to the Holder in whose name this
Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest
on, this Note are payable at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands, initially, and if changed,
last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will
pay each interest payment and the outstanding principal due upon this Note on the Maturity Date, less any amounts required by law
to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing
on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal
hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such
check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein. This is
a secured note which is secured by a pledge of all the assets of the Company.


 


This Note is subject
to the following additional provisions:


 


1.This Note is exchangeable for an equal aggregate principal amount of Notes of different
authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration
or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith.


 


2.The Company shall be entitled
to withhold from all payments any amounts required to be withheld under applicable laws.


 


3.This Note may be transferred
or exchanged only in compliance with the Securities Act of 1933, as amended ("Act") and applicable state securities
laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to due presentment for transfer
of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's
records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent
shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set
forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prospective transferee of this
Note, also is required to give the Company written confirmation that this Note is being converted ("Notice of Conversion")
in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of Conversion
shall be the Conversion Date.


 


4.(a)The Holder of this Note
is entitled, at its option, after full cash payment for the shares convertible hereunder, to convert all or any amount of
the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock"),
at a price ("Conversion Price") for each share of Common Stock equal to 58% of the lowest closing bid price
of the Common Stock as reported on the National Quotations Bureau OTC Marketplace exchange upon which the Company’s shares
are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"), for the eighteen
prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent
(provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company or its transfer
agent after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). If the
shares have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated
by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice
of Conversion. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions
of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. To
the extent the Conversion Price of the Company’s Common Stock closes below the par value per share, the Company will take
all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law.
The Company agrees to honor all conversions submitted pending this increase. In the event the Company experiences a DTC “Chill”
on its shares, the Conversion Price shall be decreased to 48% instead of 58% while that “Chill” is in effect. In
no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock
beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.
The terms set forth herein, including but not limited to the conversion discount and lookback period will be adjusted downward
(i.e. for the benefit of the Holder) if the Company offers a more favorable conversion discount (whether via interest, rate OID
or otherwise) or lookback period to another party or otherwise grants any more favorable terms to any third party than those contained
herein while this note is in effect.


 


(b)Interest on any unpaid principal
balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company in Common Stock ("Interest
Shares"). Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares based on the formula
provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest
calculated on the unpaid principal balance of this Note to the date of such notice.


 


(c)The Notes may be prepaid with
the following penalties:


	PREPAY DATE	PREPAY AMOUNT
	≤ 30 days	118% of principal plus accrued interest
	31- 60 days 	124% of principal plus accrued interest
	61-90 days 	130% of principal plus accrued interest
	91-120 days 	136% of principal plus accrued interest
	121-150 days 	142% of principal plus accrued interest
	151-180 days	148% of principal plus accrued interest


This Note may not be prepaid after the
180th day. Such redemption must be closed and funded within 3 days of giving notice of redemption of the right to redeem
shall be null and void.


 


(d) Upon (i) a transfer of all
or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii)
a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, or (iii) any
consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other
than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification,
conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii)
being referred to as a "Sale Event"), then, in each case, the Company shall, upon request of the Holder, redeem this
Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election
of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid
interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.


 


(e) In case of any Sale Event
in connection with which this Note is not redeemed or converted, the Company shall cause effective provision to be made so that
the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind
and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization
or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon
exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing
provisions shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other
than cash, the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good
faith.


 


5.No provision of this Note shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this
Note at the time, place, and rate, and in the form, herein prescribed.


 


6.The Company hereby expressly
waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration
or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily
liable for the payment of all sums owing and to be owing hereto.


 


7.The Company agrees to pay all
costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount
due under this Note.


 


8.If one or more of the following
described "Events of Default" shall occur:


 


(a)The Company shall default in
the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or


 


(b)Any of the representations
or warranties made by the Company herein or in any certificate or financial or other written statements heretofore or hereafter
furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or the Securities Purchase
Agreement under which this note was issued shall be false or misleading in any material respect; or


 


(c)The Company shall fail to perform
or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the Company under this Note or
any other note issued to the Holder; or


 


(d)The Company shall (1) become
insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit
of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator
or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to
the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state
laws as applicable; or


 


(e)A trustee, liquidator or receiver
shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged
within thirty (30) days after such appointment; or


 


(f)Any governmental agency or
any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or
any substantial portion of the properties or assets of the Company; or


 


(g)One or more money judgments,
writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered
or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed
for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or


 


(h)defaulted on or breached any
term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the
appropriate grace period; or


 


(i)The Company shall have its
Common Stock delisted from a trading market (including the OTC Market Exchange) or, if the Common Stock trades on an exchange,
then trading in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its 1934 act reports with
the SEC;


 


(j)If a majority of the members
of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;


 


(k)The Company shall not deliver
to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt
of a Notice of Conversion; or


 


(l) The Company shall not replenish
the reserve set forth in Section 12, within 3 business days of the request of the Holder.


 


(m)The Company shall not be “current”
in its filings with the Securities and Exchange Commission; or


 


(n) The Company shall lose the
“bid” price for its stock in a market (including the OTC marketplace or other exchange).


 


Then, or at any time thereafter, unless
cured within 5 days, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder
(which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole
discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice
of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other
instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of
grace, enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law.
Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not
permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) the penalty
shall be $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to
the Company. This penalty shall increase to $500 per day beginning on the 10th day. The penalty for a breach of Section
8(n) shall be an increase of the outstanding principal amounts by 20%. In case of a breach of Section 8(i), the outstanding principal
due under this Note shall increase by 50%. If this Note is not paid at maturity, the outstanding principal due under this Note
shall increase by 10%. Further, if a breach of Section 8(m) occurs or is continuing after the 6 month anniversary of the Note,
then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion.
For example, if the lowest closing bid price during the delinquency period is $0.01 per share and the conversion discount is 50%
the Holder may elect to convert future conversions at $0.005 per share. If this Note is not paid at maturity, the outstanding principal
due under this Note shall increase by 10%.


 


 


If the Holder shall commence an action
or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then if the Holder prevails
in such action, the Holder shall be reimbursed by the Company for its attorneys’ fees and other costs and expenses incurred
in the investigation, preparation and prosecution of such action or proceeding.


 


Make-Whole for Failure
to Deliver Loss. At the Holder’s election, if the Company fails for any reason to deliver to the Holder the conversion shares
by the by the 3rd business day following the delivery of a Notice of Conversion to the Company and if the Holder incurs a Failure
to Deliver Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable to the Holder
in respect of the Failure to Deliver Loss and the Company must make the Holder whole as follows:


Failure to Deliver Loss = [(High trade
price at any time on or after the day of exercise) x (Number of conversion shares)]


 


The Company must pay the Failure to Deliver
Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s written
notice to the Company.


 


9.In case any provision of this
Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision
shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and
enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.


 


10.Neither this Note nor any term
hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.


 


11.The Company represents that
it is not a “shell” issuer and has not been a “shell” issuer for the 12 months following the Company’
having reported Form 10 type information indicating it is no longer a “shell issuer.


 


12.The Company shall issue irrevocable
transfer agent instructions reserving 18,103,000 shares of its Common Stock for conversions under this Note (the “Share Reserve”).
Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company shall pay all transfer
agent costs associated with issuing and delivering the share certificates to Holder. If such amounts are to be paid by the Holder,
it may deduct such amounts from the Conversion Price. The company should at all times reserve a minimum of four times the amount
of shares required if the note would be fully converted.  The Holder may reasonably request increases from time to time to
reserve such amounts. The Company will instruct its transfer agent to provide the outstanding share information to the Holder in
connection with its conversions.


 


13.The Company will give the Holder
direct notice of any corporate actions, including but not limited to name changes, stock splits, recapitalizations etc. This notice
shall be given to the Holder as soon as possible under law.


 


14.This Note shall be governed
by and construed in accordance with the laws of New York applicable to contracts made and wholly to be performed within the State
of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually
waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York or in the Federal courts
sitting in the county or city of New York. This Agreement may be executed in counterparts, and the facsimile transmission of an
executed counterpart to this Agreement shall be effective as an original.


 



    	 	 	 



     


    




IN WITNESS WHEREOF,
the Company has caused this Note to be duly executed by an officer thereunto duly authorized.


 


 


Dated: ____________


 


AGRITEK HOLDINGS, INC.


 


By: __________________________________


 


Title: _________________________________






    	 	 	 



     


    





EXHIBIT A


 


 


NOTICE OF CONVERSION


 


(To be Executed by
the Registered Holder in order to Convert the Note)


 


The undersigned hereby
irrevocably elects to convert $___________ of the above Note into _________ Shares of Common Stock of AGRITEK HOLDINGS, Inc. (“Shares”)
according to the conditions set forth in such Note, as of the date written below.


 


If Shares are to be
issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable
with respect thereto.


 


Date of Conversion: _________________________________________________________


Applicable Conversion Price: __________________________________________________


Signature: _________________________________________________________________


[Print Name of Holder and Title of Signer]


Address: __________________________________________________________________


__________________________________________________________________________


 


SSN or EIN: _______________________


Shares are to be registered in the following name: _________________________________


 


Name: ____________________________________________________________________


Address: __________________________________________________________________


Tel: _________________________________


Fax: _________________________________


SSN or EIN: __________________________


 


Shares are to be sent or delivered to the following account:


 


Account Name: _____________________________________________________________


Address: __________________________________________________________________