Exhibit
4.1


 


NEITHER
THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. 


 


THIS
NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING
ANY REDEMPTION OR CONVERSION OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL SUM REPRESENTED BY THIS NOTE MAY BE LESS THAN
THE PRINCIPAL SUM AND ACCRUED INTEREST SET FORTH BELOW.


  


10%
SECURED CONVERTIBLE PROMISSORY NOTE 


 


OF


 


HELIX
TCS, INC.


  


Issuance
Date: April 26, 2017


Total
Face Value of Note: $100,000


 


This
Note is a duly authorized Fixed Secured Convertible
Promissory Note of Helix TCS, Inc. a corporation duly organized and existing under the laws of the State of Delaware (the
“Company”), designated as the Company's 10% Secured Convertible Promissory Note due October 26, 2017 (“Maturity
Date”) in the principal amount of $100,000 (the “Note”).


 


For
Value Received, the Company hereby promises to
pay to the order of RedDiamond Partners, LLC or its registered assigns or successors-in-interest (the “Holder”)
the Principal Sum of $100,000 (the “Principal Sum”) and to pay “guaranteed” interest on the principal
balance hereof at an amount equivalent to 10% of the Principal Sum, to the extent such Principal Sum and “guaranteed”
interest and any other interest, fees, liquidated damages and/or items due to Holder herein have not been repaid or converted
into the Company's Common Stock (the “Common Stock”), in accordance with the terms hereof. The sum of $75,000
shall be remitted and delivered to the Company, and $25,000 shall be retained by the Holder through an original issue discount
(the “OID”) for due diligence and legal bills related to this transaction.


 


In
addition to the “guaranteed” interest referenced above, and in the Event of Default pursuant to Section 2.00(a), additional
interest will accrue from the date of the Event of Default at the rate equal to the lower of 20% per annum or the highest rate
permitted by law (the “Default Rate”).


 






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This
Note will become effective only upon the execution by both parties, including the execution of Exhibits B, C and D and the Irrevocable
Transfer Agent Instructions (the “Date of Execution”) and delivery of the initial payment of consideration
by the Holder (the “Effective Date”).


 


As
an investment incentive, the Company will issue 150,000 5 year cashless warrants, exercisable at $1.00.


 


This
Note may be prepaid by the Company, in whole or in part, according to the following schedule:


 


	Days
    Since Effective Date	 	Prepayment
    Amount
	Under
    90	 	115%
    of Principal Amount
	91-135	 	125%
    of Principal Amount
	136-180	 	135%
    of Principal Amount



 


After
180 days from the Effective Date this Note may not be prepaid without written consent from Holder, which consent may be withheld,
delayed or denied in Holder’s sole and absolute discretion. Whenever any amount expressed to be due by the terms of this
Note is due on any day which is not a Business Day (as defined below), the same shall instead be due on the next succeeding day
which is a Business Day. If the Note is in default, per Section 2.00(a) below, the Company may not prepay the Note without written
consent of the Holder.


 


For
purposes hereof the following terms shall have the meanings ascribed to them below:


 


“Business
Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the City of New York
are authorized or required by law or executive order to remain closed.


 


“Conversion
Price” shall be equal to the lower of $1.00 or a 50% discount to the lowest closing bid price of the Company’s
Common Stock for the 30 Trading Days prior to a Conversion Date.


 


“Principal
Amount” shall refer to the sum of (i) the original principal amount of this Note (including the original issue discount,
prorated if the Note has not been funded in full), (ii) all guaranteed and other accrued but unpaid interest hereunder, (iii)
any fees due hereunder, (iv) liquidated damages, and (v) any default payments owing under the Note, in each case previously paid
or added to the Principal Amount.


 


“Principal
Market” shall refer to the primary exchange on which the Company’s common stock is traded or quoted.


 






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“Trading
Day” shall mean a day on which there is trading or quoting for any security on the Principal Market.


 


“Underlying
Shares” means the shares of common stock into which the Note is convertible (including interest, fees, liquidated
damages and/or principal payments in common stock as set forth herein) in accordance with the terms hereof.


 


The
following terms and conditions shall apply to this Note:


 


Section
1.00     Conversion.


 


(a)        Conversion
Right. Subject to the terms hereof and restrictions and limitations contained herein, the Holder shall have the right, at
the Holder's sole option, at any time and from time to time to convert in whole or in part the outstanding and unpaid Principal
Amount under this Note into shares of Common Stock as per the Conversion Price. The date of any conversion notice (“Conversion
Notice”) hereunder shall be referred to herein as the “Conversion Date”.


 


(b)       Stock
Certificates or DWAC. The Company will deliver to the Holder, or Holder’s authorized designee, no later than 2 Trading
Days after the Conversion Date, a certificate or certificates (which certificate(s) shall be free of restrictive legends and trading
restrictions if the shares of Common Stock underlying the portion of the Note being converted are eligible under a resale exemption
pursuant to Rule 144(b)(1)(ii) and Rule 144(d)(1)(ii) of the Securities Act of 1933, as amended) representing the number of shares
of Common Stock being acquired upon the conversion of this Note. In lieu of delivering physical certificates representing the
shares of Common Stock issuable upon conversion of this Note, provided the Company's transfer agent is participating in Depository
Trust Company’s (“DTC”) Fast Automated Securities Transfer (“FAST”) program, the Company
shall instead use commercially reasonable efforts to cause its transfer agent to electronically transmit such shares issuable
upon conversion to the Holder (or its designee), by crediting the account of the Holder’s (or such designee’s) broker
with DTC through its Deposits and Withdrawal at Custodian (“DWAC”) program (provided that the same time periods
herein as for stock certificates shall apply).


 


(c)     Charges and Expenses. Issuance of Common Stock to Holder, or any of its assignees, upon the conversion of this Note shall
be made without charge to the Holder for any issuance fee, transfer tax, legal opinion and related charges, postage/mailing charge
or any other expense with respect to the issuance of such Common Stock. Company shall pay all Transfer Agent fees incurred from
the issuance of the Common Stock to Holder, as well as any and all other fees and charges required by the Transfer Agent as a
condition to effectuate such issuance. Any such fees or charges, as noted in this Section that are paid by the Holder (whether
from the Company’s delays, outright refusal to pay, or otherwise), will be automatically added to the Principal Sum of the
Note and tack back to the Effective Date for purposes of Rule 144.


 






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(d)       Delivery
Timeline. If the Company fails to deliver to the Holder such certificate or certificates (or shares through the DWAC program)
pursuant to this Section (free of any restrictions on transfer or legends, if eligible) prior to 3 Trading Days after the Conversion
Date, the Company shall pay to the Holder as liquidated damages an amount equal to $2,000 per day, until such certificate or certificates
are delivered. The Company acknowledges that it would be extremely difficult or impracticable to determine the Holder’s
actual damages and costs resulting from a failure to deliver the Common Stock and the inclusion herein of any such additional
amounts are the agreed upon liquidated damages representing a reasonable estimate of those damages and costs. Such liquidated
damages will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule
144.


 


(e)       Reservation
of Underlying Securities. The Company covenants that it will at all times reserve and keep available for Holder, out of its
authorized and unissued Common Stock solely for the purpose of issuance upon conversion of this Note, free from preemptive rights
or any other actual contingent purchase rights of persons other than the Holder, at least five times the number of shares
of Common Stock as shall be issuable (taking into account the adjustments under this Section 1.00, but without regard to any ownership
limitations contained herein) upon the conversion of this Note (consisting of the Principal Amount), under the formula in Section
2.00(c) below, to Common Stock (the “Required Reserve”). The Company covenants that all shares of Common Stock
that shall be issuable will, upon issue, be duly authorized, validly issued, fully-paid, non-assessable and freely-tradable (if
eligible). If the amount of shares on reserve in Holder’s name at the Company’s transfer agent for this Note shall
drop below the Required Reserve, the Company will, within 2 Trading Days of notification from Holder, instruct the transfer agent
to increase the number of shares so that the Required Reserve is met. In the event that the Company does not instruct the transfer
agent to increase the number of shares so that the Required Reserve is met, the Holder will be allowed, if applicable, to provide
this instruction as per the terms of the Irrevocable Transfer Agent Instructions attached to this Note. The Company agrees that
the maintenance of the Required Reserve is a material term of this Note and any breach of this Section 1.00(e) will result in
a default of the Note.


 






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(f)       Conversion
Limitation. The Company shall not effect any conversion of this Note, and a Holder shall not have the right to convert any
portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Conversion Notice,
the Holder would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the
foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the
number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made,
but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal
amount of this Note beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised
or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the
limitation contained herein (including, without limitation, any other Notes) beneficially owned by the Holder or any of its Affiliates. 
Except as set forth in the preceding sentence, for purposes of this Section 1(f), beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the
limitation contained in this Section 1(f) applies, the determination of whether this Note is convertible (in relation to other
securities owned by the Holder together with any Affiliates) and of which principal amount of this Note is convertible shall be
in the sole discretion of the Holder, and the submission of a Conversion Notice shall be deemed to be the Holder’s determination
of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which
principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance
with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Conversion Notice that such
Conversion Notice has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify
or confirm the accuracy of such determination. In addition, a determination as to any group status
as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. For purposes of this Section 1(f), in determining the number of outstanding shares of Common Stock, the Holder may
rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s
most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by
the Company, or (iii) a more recent written notice by the Company or the Company’s transfer agent setting forth the number
of shares of Common Stock outstanding.  Upon the written or oral request of a Holder, the Company shall within two Trading
Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.  In any case, the
number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities
of the Company, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares
of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares
of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion
of this Note held by the Holder. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease
the Beneficial Ownership Limitation provisions of this Section 1(f), provided that the Beneficial Ownership Limitation in no event
exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares
of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section
1(f) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice
is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 1(f) to correct this paragraph (or any portion
hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes
or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph
shall apply to a successor holder of this Note. (“Restricted Ownership Percentage”).


 


(g)       Conversion
Delays. If the Company fails to deliver shares in accordance with the timeframe stated in Section 1.00(b), the Holder, at
any time prior to selling all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable
to the unsold shares. The rescinded conversion amount will be returned to the Principal Sum with the rescinded conversion shares
returned to the Company, under the expectation that any returned conversion amounts will tack back to the Effective Date.


 


(h)       Shorting
and Hedging. Holder may not engage in any “shorting” or “hedging” transaction(s) in the Common Stock
of the Company prior to conversion.


 






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(i)       Conversion
Right Unconditional. If the Holder shall provide a Conversion Notice as provided herein, the Company's obligations to deliver
Common Stock shall be absolute and unconditional, irrespective of any claim of setoff, counterclaim, recoupment, or alleged breach
by the Holder of any obligation to the Company.


 


Section
2.00     Defaults and Remedies.


 


(a)       Events
of Default. An “Event of Default” is: (i) a default in payment of any amount due hereunder which default
continues for more than 5 Trading Days after the due date; (ii) a default in the timely issuance of underlying shares upon and
in accordance with terms of Section 1.00, which default continues for 2 Trading Days after the Company has failed to issue shares
or deliver stock certificates within the 3rd Trading Day following the Conversion Date; (iii) if the Company does not issue the
press release or file the Current Report in accordance with the provisions and the deadlines referenced Section 4.00(h); (iv)
failure by the Company for 3 days after notice has been received by the Company to comply with any material provision of this
Note; (v) failure of the Company to remain compliant with DTC, thus incurring a “chilled” status with DTC; (vi) any
default of any mortgage, indenture or instrument which may be issued, or by which there may be secured or evidenced any indebtedness,
for money borrowed by the Company or for money borrowed the repayment of which is guaranteed by the Company, whether such indebtedness
or guarantee now exists or shall be created hereafter; (vii) if the Company is subject to any Bankruptcy Event; (viii) any failure
of the Company to satisfy its “filing” obligations under Securities Exchange Act of 1934, as amended (the “1934
Act”) and the rules and guidelines issued by OTC Markets News Service, OTCMarkets.com and their affiliates; (ix) failure
of the Company to remain in good standing under the laws of the State of Delaware; (x) any failure of the Company to provide the
Holder with information related to its corporate structure including, but not limited to, the number of authorized and outstanding
shares, public float, etc. within 1 Trading Day of request by Holder; (xi) failure by the Company to maintain the Required Reserve
in accordance with the terms of Section 1.00(e); (xii) failure of Company’s Common Stock to maintain a closing bid price
in its Principal Market for more than 3 consecutive Trading Days; (xiii) any delisting from a Principal Market for any reason;
(xiv) failure by Company to pay any of its Transfer Agent fees in excess of $2,000 or to maintain a Transfer Agent of record;
(xv) failure by Company to notify Holder of a change in Transfer Agent within 24 hours of such change; (xvi) any trading
suspension imposed by the United States Securities and Exchange Commission (the “SEC”) under Sections 12(j)
or 12(k) of the 1934 Act; (xvii) failure by the Company to meet all requirements necessary to satisfy the availability of Rule
144 to the Holder or its assigns, including but not limited to the timely fulfillment of its filing requirements as a fully-reporting
issuer registered with the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its
website; (xviii) failure by the Company to file with the SEC within 90 days of the Issuance Date of this Note a registration statement
covering 300% of the shares underlying this Note or the maximum amount allowed by the SEC; or (xix) failure by the Company to
have a registration statement covering the shares underlying this Note to be declared effective by the SEC by the 210th
date from the Issuance Date of this Note.


 






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(b)       Remedies.
If an Event of Default occurs, the outstanding Principal Amount of this Note owing in respect thereof through the date of acceleration,
shall become, at the Holder's election, immediately due and payable in cash at the “Mandatory Default Amount”.
The Mandatory Default Amount means 150% of the outstanding Principal Amount of this Note, will be automatically added to the Principal
Sum of the Note and tack back to the Effective Date for purposes of Rule 144. Commencing 5 days after the occurrence of any Event
of Default that results in the eventual acceleration of this Note, this Note shall accrue additional interest, in addition to
the Note’s “guaranteed” interest, at a rate equal to the lesser of 20% per annum or the maximum rate permitted
under applicable law. In connection with such acceleration described herein, the Holder need not provide, and the Issuer hereby
waives, any presentment, demand, protest or other notice of any kind, and the Holder 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 acceleration may be rescinded and annulled by the Holder at any time prior to payment hereunder and the Holder shall
have all rights as a holder of the note until such time, if any, as the Holder receives full payment pursuant to this Section
2.00(b). No such rescission or annulment shall affect any subsequent event of default or impair any right consequent thereon.
Nothing herein shall limit the Holder's right to pursue any other remedies available to it at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Issuer's failure to timely deliver certificates
representing shares of Common Stock upon conversion of the Note as required pursuant to the terms hereof.


 


Section
3.00 Representations and Warranties of Holder.


 


Holder
hereby represents and warrants to the Company that:


 


(a)       Holder
is an “accredited investor,” as such term is defined in Regulation D of the Securities Act of 1933, as amended (the
“1933 Act”), and will acquire this Note and the Underlying Shares (collectively, the “Securities”)
for its own account and not with a view to a sale or distribution thereof as that term is used in Section 2(a)(11) of the 1933
Act, in a manner which would require registration under the 1933 Act or any state securities laws. Holder has such knowledge and
experience in financial and business matters that such Holder is capable of evaluating the merits and risks of the Securities.
Holder can bear the economic risk of the Securities, has knowledge and experience in financial business matters and is capable
of bearing and managing the risk of investment in the Securities. Holder recognizes that the Securities have not been registered
under the 1933 Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Securities
is registered under the 1933 Act or unless an exemption from registration is available. Holder has carefully considered and has,
to the extent Holder believes such discussion necessary, discussed with its professional, legal, tax and financial advisors, the
suitability of an investment in the Securities for its particular tax and financial situation and its advisers, if such advisors
were deemed necessary, and has determined that the Securities are a suitable investment for it. Holder has not been offered the
Securities by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices
or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar
or meeting where, to Holders’ knowledge, those individuals that have attended have been invited by any such or similar means
of general solicitation or advertising. Holder has had an opportunity to ask questions of and receive satisfactory answers from
the Company, or any person or persons acting on behalf of the Company, concerning the terms and conditions of the Securities and
the Company, and all such questions have been answered to the full satisfaction of Holder. The Company has not supplied Holder
any information regarding the Securities or an investment in the Securities other than as contained in this Agreement, and Holder
is relying on its own investigation and evaluation of the Company and the Securities and not on any other information.


 






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(b)      The
Holder is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its
incorporation and has all requisite corporate power and authority to carry on its business as now conducted. The Holder is duly
qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material
adverse effect on its business or properties.


 


(c)      All
corporate action has been taken on the part of the Holder, its officers, directors and stockholders necessary for the authorization,
execution and delivery of this Note. The Holder has taken all corporate action required to make all of the obligations of the
Holder reflected in the provisions of this Note, valid and enforceable obligations.


 


(d)      Each
certificate or instrument representing Securities will be endorsed with the following legend (or a substantially similar legend),
unless or until registered under the 1933 Act or exempt from registration:


 


THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES,
THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR
THE HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR
HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.


 


Section
4.00     General.


 


(a)
      Payment of Expenses. The Company agrees to pay all reasonable charges and expenses,
including attorneys' fees and expenses, which may be incurred by the Holder in successfully enforcing this Note and/or collecting
any amount due under this Note.


 


(b)
      Assignment, Etc. The Holder may assign or transfer this Note to any transferee
at its sole discretion. This Note shall be binding upon the Company and its successors and shall inure to the benefit of the Holder
and its successors and permitted assigns.


 


(c)       Funding
Window. The Company agrees that it will not enter into a convertible security financing transaction, including 3(a) 9 and
3(a)10 transactions, with any party other than the Holder for a period of 90 Trading Days following the Effective Date. The Company
agrees that this is a material term of this Note and any breach of this will result in a default of the Note.


 






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(d)       Terms
of Future Financings. So long as this Note is outstanding, upon any issuance by the Company or any of its subsidiaries of
any convertible security (whether such debt begins with a convertible feature or such feature is added at a later date) with any
term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly
provided to the Holder in this Note, then the Company shall notify the Holder of such additional or more favorable term and such
term, at the Holder's option, shall become a part of this Note and its supporting documentation. The types of terms contained
in the other security that may be more favorable to the holder of such security include, but are not limited to, terms addressing
conversion discounts, conversion look back periods, interest rates, original issue discount percentages and warrant coverage.


 


(e)       Governing
Law; Jurisdiction.


 


(i)       Governing Law. This Note will be governed by and construed in accordance with the laws of the state of New York without regard
to any conflicts of laws or provisions thereof that would otherwise require the application of the law of any other jurisdiction.


 


(ii)      Jurisdiction
and Venue. Any dispute or claim arising to or in any way related to this Note or the rights and obligations of each of the
parties shall be brought only in the state courts of New York or in the federal courts located in New York County, New York.


 


(iii)    No
Jury Trial. The Company hereto knowingly and voluntarily waives any and all rights it may have to a trial by jury with respect
to any litigation based on, or arising out of, under, or in connection with, this Note.


 


(iv)     Delivery
of Process by the Holder to the Company. In the event of an action or proceeding by the Holder against the Company, and only
by the Holder against the Company, service of copies of summons and/or complaint and/or any other process that may be served in
any such action or proceeding may be made by the Holder via U.S. Mail, overnight delivery service such as FedEx or UPS, email,
fax, or process server, or by mailing or otherwise delivering a copy of such process to the Company at its last known attorney
as set forth in its most recent SEC filing.


 


(v)      Notices.
Any notice required or permitted hereunder (including Conversion Notices) must be in writing and either personally served, sent
by facsimile or email transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of
transmission if by facsimile or email, and if by overnight courier the business day after such notice is deposited with the courier
service for delivery.


 


(f)       No
Bad Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act of 1933, as
amended, on the basis of being a “bad actor” as that term is established in the September 13, 2013 Small Entity Compliance
Guide published by the SEC.


 






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(g)       Usury.
If it shall be found that any interest or other amount deemed interest due hereunder violates any applicable law governing usury,
the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under
applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage
of any law that would prohibit or forgive the Company from paying all or a portion of the principal, fees, liquidated damages
or interest on this Note.


 


(h)       Securities
Laws Disclosure; Publicity. The Company shall (a) by 9:30 a.m. Eastern Time on the Trading Day immediately following the Date
of Execution, issue a press release disclosing the material terms of the transactions contemplated hereby, or (b) file a Form
8-K Current Report (the “Current Report”) on EDGAR with the SEC disclosing the material terms of the transactions
contemplated hereby. From and after the filing of the Current Report, the Company represents to the Holder that it shall have
publicly disclosed all material, non-public information delivered to the Holder by the Company, or any of its officers, directors,
employees, or agents in connection with the transactions contemplated by this Note. The Company and the Holder shall consult with
each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor
the Holder shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company,
with respect to any press release of the Holder, or without the prior consent of the Holder, with respect to any press release
of the Company, none of which consents shall be unreasonably withheld, delayed, denied, or conditioned except if such disclosure
is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public
statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Holder, or
include the name of the Holder in any filing with the SEC or any regulatory agency or Principal Market, without the prior written
consent of the Holder, except to the extent such disclosure is required by law or Principal Market regulations, in which case
the Company shall provide the Holder with prior notice of such disclosure permitted hereunder.


 


The
Company agrees that this is a material term of this Note and any breach of this Section 4.00(h) will result in a default of the
Note.


 


(i)       Security.  The
Company’s obligations hereunder are secured pursuant to a security agreement, dated on or about the date hereof, between
the Company and the Holder.


 


[Signature
Page to Follow.]


 









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IN
WITNESS WHEREOF, the Company has caused this Fixed Secured Convertible Promissory Note to be duly executed on the day and
in the year first above written.


 





	 	HELIX
    TCS, INC.
	 	 
	 	By:__________________________________
	 	 
	 	Name:
	 	 
	 	Title:
	 	 
	 	Email:
	 	 
	 	Address:



 


This
Note is accepted this ___ day of April 2017 by


 





	REDDIAMOND
    PARTNERS, LLC	 
	 	 	 
	By:		 
	 	Name:	 
	 	Title: Managing Member	 


 






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EXHIBIT
A


 


FORM
OF CONVERSION NOTICE


 


(To
be executed by the Holder in order to convert all or part of that certain $100,000 10% Secured Convertible Promissory Note identified
as the Note)


 


	DATE: 	________________________________
	FROM:	RedDiamond
    Partners, LLC (the “Holder”)




 


		Re:	$100,000
                                         10% Secured Convertible Promissory Note (this “Note”) originally issued
                                         by Helix TCS, Inc., a Delaware corporation, to RedDiamond Partners, LLC on April 26,
                                         2017.



 


The
undersigned on behalf of RedDiamond Partners, LLC, hereby elects to convert $_______________________ of the aggregate
outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.001 par value
per share, of Helix TCS, Inc. (the “Company”), according to the conditions hereof, as of the date written below.
If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable
with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance
therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents
as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned
will not exceed the “Restricted Ownership Percentage” contained in this Note.


 


Conversion
information:


 


	 	 
	 	Date to Effect
    Conversion
	 	 
	 	 
	 	Aggregate
    Principal Sum of Note Being Converted
	 	 
	 	 
	 	Aggregate Interest/Fees of Principal Amount Being Converted
	 	 
	 	 
	 	Remaining
    Principal Balance
	 	 
	 	 
	 	Number of
    Shares of Common Stock to be Issued
	 	 
	 	 
	 	Applicable
    Conversion Price
	 	 
	 	 
	 	Signature
	 	 
	 	 
	 	Name
	 	 
	 	 
	 	Address






 









    	 	12	 



     


    

 


EXHIBIT
B


 


WRITTEN
CONSENT OF THE BOARD OF DIRECTORS OF


 


HELIX
TCS, INC.


  


The
undersigned, being directors of Helix TCS, Inc., a Delaware corporation (the “Company”), acting pursuant to the Bylaws
of the Corporation, do hereby consent to, approve and adopt the following preamble and resolutions:


 


Convertible
Note with RedDiamond Partners, LLC


 


The
board of directors of the Company has reviewed and authorized the following documents relating to the issuance of a 10% Secured
Convertible Promissory Note in the amount of $100,000 with RedDiamond Partners, LLC.


 


The
documents agreed to and dated April 26, 2017 are as follows:


 


Securities
Purchase Agreement dated April 26, 2017


10%
Secured Convertible Promissory Note of Helix TCS, Inc.


Warrants
to purchase 150,000 shares of common stock


Additional
Joinder to the Security Agreement dated in February 2017


Subsidiary
Guarantee Agreement


Irrevocable
Transfer Agent Instructions


Certificate
of Corporate Secretary


Disbursement
Instructions


 


The
board of directors further agree to authorize and approve the issuance of shares to the Holder at Conversion prices that are below
the Company’s then current par value.


 


IN
WITNESS WHEREOF, the undersign member(s) of the board of the Company executed this unanimous written consent as of April       ,
2017.


 


_________________________________


 


By:


 


Its:


 






    	 	13	 



     


    

 


EXHIBIT
C


 


CERTIFICATE
OF CORPORATE SECRETARY OF


 


HELIX
TCS, INC.


 


(Two
Pages)


  


The
undersigned, _______________________ is the duly elected Corporate Secretary of Helix TCS, Inc., a Delaware corporation
(the “Company”).


 


I
hereby warrant and represent that I have undertaken a complete and thorough review of the Company’s corporate and financial
books and records, including, but not limited to, the Company’s records relating to the following:


 


		(A)	The
                                         issuance of that certain convertible promissory note dated April 26, 2017 (the “Note
                                         Issuance Date”) issued to RedDiamond Partners, LLC (the “Holder”)
                                         in the stated original principal amount of $100,000 (the “Note”);



 


		(B)	The
                                         Company’s Board of Directors duly approved the issuance of the Note to the Holder;



 


		(C)	The
                                         Company has not received and does not contemplate receiving any new consideration from
                                         any persons in connection with any later conversion of the Note and the issuance of the
                                         Company’s Common Stock upon any said conversion;



 


		(D)	To
                                         my best knowledge and after completing the aforementioned review of the Company’s
                                         stockholder and corporate records, I am able to certify that the Holder (and the persons
                                         affiliated with the Holder) are not officers, directors, or directly or indirectly, ten
                                         percent (10.00%) or more stockholders of the Company and none of said persons has had
                                         any such status in the one hundred (100) days immediately preceding the date of this
                                         Certificate;



 


		(E)	The
                                         Company’s Board of Directors have approved duly adopted resolutions approving the
                                         Irrevocable Instructions to the Company’s Stock Transfer Agent dated April 26,
                                         2017;



 


		(F)	Mark
                                         the appropriate selection:



 


___
The Company represents that it is not a “shell company,” as that term is defined in Section 12b-2 of the Securities
Exchange Act of 1934, as amended, and has never been a shell company, as so defined; or


 


___
The Company represents that (i) it was a “shell company,” as that term is defined in Section 12b-2 of the Securities
Exchange Act of 1934, as amended, (ii) since ______, 201__, it has no longer been a shell company, as so defined, and (iii)
on _______, 201__, it provided Form 10-type information in a filing with the Securities and Exchange Commission.


 


		(G)	I
                                         understand the constraints imposed under Rule 144 on those persons who are or may be
                                         deemed to be “affiliates,” as that term is defined in Rule 144(a)(1) of the
                                         Securities Act of 1933, as amended.



 


		(H)	I
                                         understand that all of the representations set forth in this Certificate will be relied
                                         upon by counsel to RedDiamond Partners, LLC in connection with the preparation of a legal
                                         opinion.



 


I
hereby affix my signature to this Notarized Certificate and hereby confirm the accuracy of the statements made herein.


 





	Signed:	 	 	Dated:	
	 	 	 	 	 
	Name:	 	 	Title:	 


 


SUBSCRIBED
AND SWORN TO BEFORE ME ON THIS ________ DAY OF ____________________ 2017.


 


Commission
Expires:______________


 ____________________________________


Notary
Public


 






    	 	14	 



     


    

 


EXHIBIT
D


 


	TO:	RedDiamond
    Partners, LLC
	 	 
	FROM:	Helix TCS,
    Inc.
	 	 
	DATE:	April 26,
    2017
	 	 
	RE:	Disbursement
    of Funds




 


Pursuant
to that certain 10% Secured Convertible Promissory Note between the parties listed above and dated April 26, 2017, a disbursement
of funds will take place in the amount and manner described below:


 


	Please
    disburse to:	 
	Amount
    to disburse:	$72,000
	Form
    of distribution	Wire
	Name	Helix
    TCS, Inc.
	Company
    Address	 

         

         

	Wire
    Instructions:	Bank: 

        ABA
        Routing Number: 

        Account
        Number: 

        SWIFT
        Code:

        Account
        Name:

        Phone:

	 	 
	Please
    disburse to:	 
	Amount
    to disburse:	$3,000
	Form
    of distribution	Wire
	Name	Sichenzia
    Ross Ference Kesner LLP
	Company
    Address	 

         

         

        

	Wire
    Instructions:	Bank: 

        ABA
        Routing Number: 

        Account
        Number: 

        SWIFT
        Code:

        Account
        Name:

        Phone:

	 	 
	 	TOTAL:
    $75,000


    


	For:
    Helix TCS, Inc.	 	 
	 	 	 
	By: __________________________________	 	Dated: April
    26, 2017
	 	 	 
	Name:	 	 
	Its:	 	 






  






    	 	15	 



     


    

  


ATTACHED TO CONVERTIBLE PROMISSORY NOTES


 


Transfer Agent Instructions (5 pages)


  


DATE: April 26, 2017


 


Corporate Stock Transfer


3200 Cherry Creek South Drive, Suite 430


Denver, Colorado 80209


 


Ladies and Gentlemen:


 


On behalf of Helix TCS, Inc., a Delaware
corporation (the “Company”), reference is made to a Secured Convertible Promissory Note (the “Note”),
listed in Exhibit A, by and between the Company and RedDiamond Partners, LLC, a Delaware limited liability company
(the “Holder”). A copy of the Note is attached hereto. Pursuant to the terms of the Note the Holder is given
the right to convert all or any portion of the Principal Amount of the Note into shares of common stock (the “Shares”)
of the Company, par value $0.001 per share (the “Common Stock” or “Subject Shares”). We ask
that you familiarize yourself with your issuance and delivery obligations as Transfer Agent, contained herein.


 


From and after the date hereof and until all of Company’s
obligations under the Note are paid and performed in full, (a) you are hereby authorized to establish a reserve of shares of authorized
but unissued Common Stock of the Company in an amount not less than 500,000 shares (the “Transfer Agent Reserve”)
for issuance upon partial or full conversion of the Note listed in Exhibit A in accordance with the terms thereof, (b) you shall
maintain and hold the Transfer Agent Reserve for the exclusive benefit of Holder, (c) you shall issue the shares of Common Stock
held in the Transfer Agent Reserve to Holder or its broker only (subject to the immediately following clause (d)), (d) when you
issue shares of Common Stock to Holder or its broker under the Note pursuant to the other instructions in this Letter, you shall
issue such shares from Company’s authorized and unissued shares of Common Stock to the extent the same are available
and not from the Transfer Agent Reserve unless and until there are no authorized shares of Common Stock available for issuance
other than those held in the Transfer Agent Reserve, at which point, and upon your receipt of written authorization from Holder,
you shall then issue any shares of Common Stock deliverable to Holder under the Note from the Transfer Agent Reserve, (e) you shall
not otherwise reduce the Transfer Agent Reserve under any circumstances, unless Holder delivers to you written pre-approval of
such reduction, and (f) you shall immediately add shares of Common Stock to the Transfer Agent Reserve as and when requested by
Company or Holder in writing from time to time, provided that such incremental increases do not cause the Transfer Agent Reserve
to exceed the Company’s authorized shares of Common Stock.


 






    	 	16	 



     


    

 


The ability to convert the Principal Amount of the
Note in a timely manner is a material obligation of the Company pursuant to the Note. Your firm is hereby authorized and instructed
to issue shares of Common Stock of the Company (without any restrictive legend) to the Holder without any further action or
confirmation by the Company upon your receipt from the Holder of (a) a notice of conversion ("Conversion Notice")
executed by the Holder; and (b) an opinion of counsel of the Holder, in form, substance and scope customary for opinions of counsel
in comparable transactions (and satisfactory to the transfer agent), to the effect that the shares of Common Stock of the Company
issued to the Holder pursuant to the Conversion Notice are not "restricted securities" as defined in Rule 144 and should
be issued to the Holder without any restrictive legend. Please note that a share issuance resolution is not required for each conversion
since these instructions and the Note have previously been approved by a resolution of the Company’s board of directors.
Your firm shall not be responsible for any of the calculations or numbers provided in any such conversion notice.


 


The Company hereby requests that your
firm act immediately, without delay and without the need for any action or confirmation by the Company with respect to the issuance
of Common Stock pursuant to any Conversion Notices received from the Holder. Your firm will not delay in processing any Conversion
Notices owing to the fact that the Company is in arrears of its fees and other monies owed to your firm, as long as it is less
than $1,000,00, provided that the Holder agrees that each time a Conversion Notice is delivered to your firm, in the event the
Company refuses to pay the cost associated with processing a Conversion Notice (in contradiction with the terms of the Note) the
Holder agrees to pay the cost of processing the Conversion Notice a sum not to exceed $200.00 for each such transaction. In the
event that the Company is suspended with Corporate Stock Transfer, Inc. due to non-payment, with an account balance exceeding $1,000,
and said invoice is more than 30 days in past due, the Holder would be required to bring the account balance current for any issuance
of shares to take place by Corporate Stock Transfer, Inc.


 


The Holder shall reserve the right to maintain this Transfer Agent Reserve
beyond the date of retirement of the Note provided that there are other existing securities issued by the Company in the Holder’s
name as of the date of that retirement and said securities require a share reserve to be maintained. The Holder shall be allowed
to re-assign this Transfer Agent Reserve to any other existing securities in Holder’s name without the Company’s approval.
Additionally, the Holder shall reserve the right to transfer the Transfer Agent Reserve to any other note holder of the Company
without the Company’s approval. This Transfer Agent Reserve may not be transferred, extinguished or otherwise re-assigned
without prior written approval by the Holder. 


 



    	 	17	 



     


    

 


The Company hereby directs you, upon request
by the Holder or Holder’s broker dealer, to immediately provide any capitalization structure information pertaining to the
number of common shares of the Company that are issued and outstanding, authorized, reserved, treasury or in the public float without
any further action or confirmation by the Company.


 


The Company shall indemnify you and your officers, directors, principals,
partners, agents and representatives, and hold each of them harmless from and against any and all loss, liability, damage, claim
or expense (including the reasonable fees and disbursements of its attorneys) incurred by or asserted against you or any of them
arising out of or in connection with the instructions set forth herein, the performance of your duties hereunder and otherwise
in respect hereof, including the costs and expenses of defending yourself or themselves against any claim or liability hereunder,
except that the Company shall not be liable hereunder as to matters in respect of which it is determined that you have acted with
gross negligence or in bad faith (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable
order, judgment, decree or ruling of a court of competent jurisdiction). You shall have no liability to the Company in respect
to any action taken or any failure to act in respect of this if such action was taken or omitted to be taken in good faith, and
you shall be entitled to rely in this regard on the advice of counsel. The Transfer Agent has no obligation to confirm the accuracy
in the conversion notice.


 


The Board of Directors of the Company has approved
the foregoing (instructions) and does hereby extend the Company’s irrevocable agreement to indemnify your firm for all loss,
liability or expense in carrying out the authority and direction herein contained on the terms herein set forth.


 


The Company agrees, in the event of a change in transfer
agents, that the Transfer Agent Reserve shall be automatically reestablished at the new transfer agent. The Company agrees that
in the event that the transfer agent resigns as the Company’s transfer agent, the Company shall engage a suitable replacement
transfer agent, agreeable to the Holder, that will agree to serve as the transfer agent for the Company and be bound by the terms
and conditions of these irrevocable instructions within five (5) business days. Furthermore, if the Company decides to switch or
terminate the current transfer agent, 30 days’ notice of termination must be given, and the fee for the irrevocable agreement
transfer will be $350.00 per irrevocable agreement payable to the current transfer agent prior to termination.


 


The Holder is intended to be and are third party beneficiaries
hereof, and no amendment or modification to the instructions set forth herein may be made without the consent of the Holder.


 






    	 	18	 



     


    

 


Please execute this letter in the space indicated to
acknowledge your agreement to act in accordance with these instructions and return a copy of this agreement to the Company and
to the Holder.


 


Very truly yours,


  


Helix TCS, Inc.


  


By: __________________________________


 


Name: _______________________________


 


Title: _______________________________


  


Acknowledged and Agreed:


 


Corporate Stock Transfer


  


By: __________________________________                                                    Date: ________________


 


 


Name: ________________________________


 


 


Title: ________________________________


 


  






    	 	19	 



     


    

 


EXHIBIT A


 





	Note Description
	 
	$104,000 Note dated April 26, 2017



 


 






20