Exhibit
10.6


 


For
U.S. Investors:


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE
UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER,
IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR
(E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND
THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE
REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE SECURITIES ACT.


 


For
Non-U.S. Investors:


 


THESE
SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S) PURSUANT TO
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS
SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE 1933 ACT, AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.


 


5%
CONVERTIBLE PROMISSORY NOTE


 


Content
Checked, Inc.


 


DUE
April 30, 2015


 


	Original
    Issue Date: April 6, 2015	US$1,203,450.00


 


This
Convertible Promissory Note is a duly authorized and issued Convertible promissory note of Content Checked, Inc., a Wyoming
corporation (the “Company"), designated its 5% Convertible Promissory Notes (the “Note”),
issued to Buyside Equity Partners, LLC (together with its permitted successors and assigns, the “Holder”)
in accordance with exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”),
pursuant to one or more similar Securities Purchase Agreements, entered into in connection with this Note (collectively, the “Purchase
Agreement”), between the Company and the Holders thereof. Capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Purchase Agreement. This Note, together with the Purchase Agreement and the Transaction
Documents, (i) replaces the Company’s 5% Convertible Promissory Note issued to the Holder on October 21, 2014 in the amount
of $348,700 (the “October 2014 Note”), and (ii) accounts for advances made by the Holder to the Company from
October 22, 2014 to the date hereof in the aggregate amount of $854,750 (the “Advances”). Upon the execution
of this Note and the Purchase Agreement, this Note will replace and supersede any documents and agreements entered into between
the Company and the Holder with respect to the October 2014 Note and the Advances.


 




    	 



    	 



    


 


Article
I.


 


Section
1.01 Principal and Interest. (a) For value received, the Company hereby promises to pay to the order of the Holder,
in lawful money of the United States of America and in immediately available funds the principal sum of One Million Two Hundred
Three Thousand and Four Hundred Fifty Dollars ($1,203,450) on April 30, 2015  (the “Maturity Date”).


 


(b)
The Company further promises to pay interest in cash on the unpaid principal amount of this Note at a rate per annum equal to
five percent (5%), commencing to accrue on the date hereof and payable on the Maturity Date or earlier prepayment or
conversion as provided herein. Interest will be computed on the basis of a 360-day year of twelve 30-day months for the
actual number of days elapsed.


 


(c)
At any time after April 30, 2015, the Company may prepay any portion of the principal amount of this Note without the prior
written consent of the Holder.


 


Section
1.02 Mandatory Conversion. (a) Upon the closing of the Merger and at least the Minimum PIPE, on the Conversion
Date, all of the outstanding principal amount of this Note shall automatically, without the necessity of any action by the Holder
or the Company, convert into the PIPE offering (such shares of Pubco Common Stock issued upon conversion of the Notes, the “Conversion
Shares”), at the Conversion Price; provided, that any accrued but unpaid interest on this Note shall be forgiven upon
such conversion.


 


(b)
No fraction of shares or scrip representing fractions of shares will be issued on conversion. Upon any conversion of the entire
outstanding principal of and interest on this Note, the number of shares or other securities issuable shall be rounded to the
nearest whole number.


 


(c)
The date upon which the conversion shall be effective (the “Conversion Date”) shall be deemed to be the
date on which the Merger and at least the Minimum PIPE closes. The number of Conversion Shares issuable upon conversion of this
Note shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note and accrued but
unpaid interest hereon on the Conversion Date by (y) the Conversion Price then in effect. The calculation by the Company of the
number of Conversion Shares to be received by the Holder upon conversion hereof, and of the applicable Conversion Price, shall
be conclusive absent manifest error.


 


Section
1.03 [Reserved].


 


 


Section
1.04 [Reserved].


 


Section
1.05 Absolute Obligation/Ranking. Except as expressly provided herein, no provision of this Note shall alter or
impair the obligation of the Company, which is absolute and unconditional, to pay the principal of this Note at the time, place,
and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the Company. This Note ranks
pari passu with all other Notes now or hereinafter issued pursuant to one or more similar Purchase Agreements.


 


Section
1.06 Paying Agent and Registrar. Initially, the Company will act as paying agent and registrar. The Company may
change any paying agent, registrar, or Company-registrar by giving the Holder not less than ten (10) business days’ written
notice of its election to do so, specifying the name, address, telephone number and facsimile number of the paying agent or registrar.
The Company may act in any such capacity.


 


Section
1.07 Different Denominations. 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
of transfer or exchange.


 


Section
1.08 Investment Representations. This Note has been issued subject to certain investment representations of the
original Holder set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement
and applicable federal and state securities laws and regulations.


 




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Section
1.09 Reliance on Note Register. Prior to due presentment to the Company for transfer or conversion 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 Note Register
as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note
is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.


 


Section
1.10 Other Rights. In addition to the rights and remedies given it by this Note and the Purchase Agreement, the
Holder shall have all those rights and remedies allowed by applicable laws. The rights and remedies of the Holder are cumulative
and recourse to one or more right or remedy shall not constitute a waiver of the others.


 


Article
II.


 


Section
2.01 Amendments and Waiver of Default. Except as otherwise provided herein, the Note may not be amended without
the written consent of the Holder.


 


Article
III.


 


Section
3.01 Events of Default. Each of the following events shall constitute a default under this Note (each an “Event
of Default”):


 


(a)
failure by the Company to pay any principal amount or interest due hereunder within ten (10) days of the date such payment is
due;


 


(b)
failure by the Pubco’s transfer agent to issue to the Holder the number of shares of Pubco Common Stock (if any)
issuable to the Holder as a result of the conversion of this Note within ten (10) days after the Conversion Date;


 


(c)
failure by the Company to issue any other Conversion Shares issuable to the Holder as a result of the conversion of this Note
within twenty (20) days after the Conversion Date;


 


(d)
the Company shall: (1) make a general assignment for the benefit of its creditors; (2) apply for or consent to the
appointment of a receiver, trustee, assignee, custodian, sequestrator, liquidator or similar official for itself or any of
its assets and properties; (3) commence a voluntary case for relief as a debtor under the United States Bankruptcy Code; (4)
file with or otherwise submit to any governmental authority any petition, answer or other document seeking: (A)
reorganization, (B) an arrangement with creditors or (C) to take advantage of any other present or future applicable law
respecting bankruptcy, reorganization, insolvency, readjustment of debts, relief of debtors, dissolution or liquidation; (5)
file or otherwise submit any answer or other document admitting or failing to contest the material allegations of a petition
or other document filed or otherwise submitted against it in any proceeding under any such applicable law, or (6) be
adjudicated a bankrupt or insolvent by a court of competent jurisdiction;


 


(e)
any case, proceeding or other action shall be commenced against the Company for the purpose of effecting, or an order,
judgment or decree shall be entered by any court of competent jurisdiction approving (in whole or in part) anything specified
in Section 3.01(e) hereof, or any receiver, trustee, assignee, custodian, sequestrator, liquidator or other official shall be
appointed with respect to the Company, or shall be appointed to take or shall otherwise acquire possession or control of all
or a substantial part of the assets and properties of the Company, and any of the foregoing shall continue unstayed and in
effect for any period of sixty (60) days;


 


(f)
default shall occur with respect to any indebtedness for borrowed money of the Company (including, without limitation, any
other Note(s)) or under any agreement under which such indebtedness may be issued by the Company and such default shall
continue for more than the period of grace, if any, therein specified, if the aggregate amount of such indebtedness for which
such default shall have occurred exceeds $50,000;


 


(g)
default shall occur with respect to any contractual obligation of the Company under or pursuant to any contract, lease, or
other agreement to which the Company is a party and such default shall continue for more than the period of grace, if any,
therein specified, if the aggregate amount of the Company’s contractual liability arising out of such default exceeds
or is reasonably estimated to exceed $50,000;


 




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(h)
final judgment for the payment of money in excess of $50,000 shall be rendered against the Company and the same shall remain
undischarged for a period of twenty (20) days during which execution shall not be effectively stayed;


 


(i)
any event of default of the Company that occurs (and is not cured within the provided cure period, if any) under any
agreement, note, mortgage, security agreement or other instrument evidencing or securing indebtedness that ranks senior in
priority to, or pari passu with, the obligations under this Note and the Purchase Agreement;


 


(j)
any material breach by the Company of any of its material representations or warranties under the Purchase Agreement;
or


 


(k)
any default, whether in whole or in part, shall occur in the due observance or performance of any obligations or other
covenants, terms or provisions to be performed under this Note or the Purchase Agreement which is not cured by the Company
within five (5) days after receipt of written notice thereof.


 


Section
3.02 If any Event of Default specified in clauses 3.01(d) or (e) occurs, then the full principal amount of this Note,
together with any other amounts owing in respect thereof, to the date of the Event of Default, shall become immediately due
and payable without any action on the part of the Holder, and if any other Event of Default occurs, the full principal amount
of this Note, together with any other amounts owing in respect thereof, to the date of acceleration shall become, at the
Holder’s election, immediately due and payable in cash. Commencing five (5) days after the occurrence of any Event
of Default that results in the eventual acceleration of this Note, interest on this Note shall begin to accrue at the rate of
interest specified in Section 1.01(b) PLUS ten percent (10%) per annum, or such lower maximum amount of interest
permitted to be charged under applicable law. All Notes for which the full amount hereunder shall have been paid in
accordance herewith shall promptly be surrendered to or as directed by the Company. The Holder need not provide, and the
Company 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 declaration may be rescinded and annulled by the Holder at any time prior to
payment hereunder and the Holder shall have all rights as a Note holder until such time, if any, as the full payment under
this Section shall have been received by it. No such rescission or annulment shall affect any subsequent Event of Default or
impair any right consequent thereon.


 


Article
IV.


 


Section
4.01 Negative Covenants. So long as this Note shall remain in effect and until any outstanding principal and interest
and all fees and all other expenses or amounts payable under this Note and the Purchase Agreement have been paid in full, unless
all Holders shall otherwise consent in writing, the Company shall not:


 


(a) Liens.
Create, incur, assume or permit to exist any lien on any property or assets (including stock or other securities of the
Company) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof,
except:


 


(i)
liens on property or assets of the Company existing on the date hereof and set forth in Schedule B attached hereto,
provided that such liens shall secure only those obligations which they secure on the date hereof;


 


(ii)
any lien created under this Note or the Purchase Agreement;


 


(iii)
any lien existing on any property or asset prior to the acquisition thereof by the Company, provided that


 




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1)
such lien is not created in contemplation of or in connection with such acquisition and


 


2)
such lien does not apply to any other property or assets of the Company;


 


(iv)
liens for taxes, assessments and governmental charges;


 


(v)
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s or other
like liens arising in the ordinary course of business and securing obligations that are not due and payable;


 


(vi)
pledges and deposits made in the ordinary course of business in compliance, with workmen’s compensation, unemployment
insurance and other social security laws or regulations;


 


(vii)
deposits to secure the performance of bids, trade contracts (other than for indebtedness), leases, statutory obligations,
surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of
business;


 


(viii)
zoning restrictions, easements, licenses, covenants, conditions, rights-of-way, restrictions on use of real property and
other similar encumbrances incurred in the ordinary course of business and minor irregularities of title that, in the
aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or
interfere with the ordinary conduct of the business of the Company;


 


(ix)
purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of
improvements, constructed) by the Company, provided that


 


1)
such security interests secure indebtedness permitted by this Note,


 


2)
such security interests are incurred, and the indebtedness secured thereby is created, within 90 days after such acquisition
(or construction),


 


3)
the indebtedness secured thereby does not exceed 85% of the lesser of the cost or the fair market value of such real
property, improvements or equipment at the time of such acquisition (or construction) and


 


4)
such security interests do not apply to any other property or assets of the Company;


 


(x)
liens arising out of judgments or awards (other than any judgment that constitutes an Event of Default hereunder) in respect
of which the Company shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall
have secured a subsisting stay of execution pending such appeal or proceedings for review, provided the Company shall have
set aside on its books adequate reserves with respect to such judgment or award; and


 


(xi)
deposits, liens or pledges to secure payments of workmen’s compensation and other payments, public liability,
unemployment and other insurance, old-age pensions or other social security obligations, or the performance of bids, tenders,
leases, contracts (other than contracts for the payment of money), public or statutory obligations, surety, stay or appeal
bonds, or other similar obligations arising in the ordinary course of business.


 


(b) Dividends
and Distributions. In the case of the Company, declare or pay, directly or indirectly, any dividend or make any other
distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with
respect to any shares of its capital stock or directly or indirectly redeem, purchase, retire or otherwise acquire for value
any shares of any class of its capital stock or set aside any amount for any such purpose; provided, however, that the
Company may effect any forward stock split.


 




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Article
V.


 


Section
5.01 Notice. Notices regarding this Note shall be sent to the parties at the following addresses, unless a party
notifies the other parties, in writing, of a change of address:


 


	 	If
    to the Company:	At
    the address set forth in the Purchase Agreement
	 	 	 
	 	If
    to the Holder:	At
    the address set forth in the Purchase Agreement


 


Section
5.02 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 party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its
respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts
sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably
submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction
Documents), 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, or such New York Courts are improper or inconvenient venue for such
proceeding. Each party hereby irrevocably waives 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 such party 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 party hereto hereby irrevocably waives, 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. If either party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing
party in such action or proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses
incurred with the investigation, preparation and prosecution of such action or proceeding.


 


Section
5.03 Severability. The invalidity of any of the provisions of this Note shall not invalidate or otherwise affect
any of the other provisions of this Note, which shall remain in full force and effect.


 


Section
5.04 Entire Agreement and Amendments. Except as provided herein, this Note, together with the Purchase Agreement
and the Transaction Documents, represents the entire agreement between the parties hereto with respect to the subject matter hereof
and there are no representations, warranties or commitments, except as set forth herein. This Note may be amended only by an instrument
in writing executed by the parties hereto.


 


Section
5.05 Transfer. So long as no Event of Default has occurred and continuing, this Note shall not be transferred
or assigned by the Holder without the prior written consent of the Company, which consent shall not be unreasonably withheld,
conditioned or delayed.


 


[Remainder
of Page Intentionally Left Blank]


 




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IN WITNESS
WHEREOF, with the intent to be legally bound hereby, the Company as executed this Note as of the date first written above.


 


	 	CONTENT CHECKED, INC.






	 	 	 
	 	By:	/s/
Kristian Finstad
	 	Name:	Kristian Finstad
	 	Title:	CEO


 




    	 



    	 



    


 


SCHEDULE
A


 


SENIOR
AND PARI PASSU INDEBTEDNESS


 


	1.	Indebtedness
    to Kristian Finstad: $810,850.
	 	 
	2.	Indebtedness
    to Norwegian Company CheckContent of $216,000.
	 	 
	3.	Indebtedness
    to Buyside Equity Partners, LLC of $250,000.


 




    	 



    	 



    


 


SCHEDULE
B


 


LIENS


 


Liens
related to indebtedness in the amount of $250,000 held by Buyside Equity Partners, LLC, which is secured by all of the Company’s
assets and property.