Exhibit 10.21


 


THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS
DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE
HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE
144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


MYECHECK, INC.


 


SENIOR
SECURED, CONVERTIBLE, REDEEMABLE DEBENTURE


 


	Dated as of: August 31, 2014	Principal Amount: $550,000.00


Effective Date: October 29, 2014


Maturity Date: July 29, 2015


 


This SENIOR SECURED, CONVERTIBLE
REDEEMABLE DEBENTURE (the “Debenture”)
is issued, dated as of August 31, 2014 and effective as of October 29, 2014 (the “Effective
Date”), by MYECHECK, INC., a corporation incorporated under the laws of the State of Wyoming (the “Company”),
to TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (together
with its permitted successors and assigns, the “Holder”)
pursuant to exemptions from registration under the Securities Act of 1933, as amended. This Debenture is issued in connection
with that certain securities purchase agreement, dated of the date hereof, by and between the Company and the Holder (the “Purchase
Agreement”). All capitalized terms used in this Debenture and not otherwise defined herein shall have the meanings
assigned to them in the Purchase Agreement.


 


ARTICLE I


 


Section 1.01     Principal
and Interest. For value received, the Company hereby promises to pay to the order of the Holder, by no later than July
29, 2015 (the “Maturity Date”),
in immediately available and lawful money of the United States of America. Five Hundred Fifty Thousand and No/100 United States
Dollars ($550,000,00), together with interest on the outstanding principal amount under this Debenture, at the rate of eleven
percent (11%) per annum simple interest (the “Interest
Rate”) from the Effective Date, until paid, as more specifically provided below. Nine (9) months of interest
shall be payable in full upon the Effective Dale. Notwithstanding anything contained herein to the contrary, all interest which
is paid on the Effective Date shall be earned in full as of such date and is being paid by the Company as an additional fee in
consideration for Holder’s advance of the principal amounts hereunder on the Effective Date.


 




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Section 1.02     Optional
Redemption Prior to Maturity. The Company, at its option, shall have the right to redeem this Debenture in full and
for cash, at any time prior to the Maturity Date, with three (3) business days advance written notice (the “Redemption
Notice”) to the Holder. The amount required to redeem this Debenture in full pursuant to this Section 1.02 shall
be equal to: (i) the aggregate principal amount then outstanding under this Debenture: plus all accrued and unpaid interest due
under this Debenture as of the redemption date; plus (ii) all other costs, fees and charges due and payable hereunder or under
any other “Transaction Documents” (as hereinafter defined) (collectively, the “Redemption
Amount”). The Company shall deliver the Redemption Amount to the Holder on the third (3rd) business day after
the date of the Redemption Notice.


 


Section 1.03     Mandatory
Redemption at Maturity. On the Maturity Date, the Company shall redeem this Debenture for the Redemption Amount, which
Redemption Amount shall be due and payable to the Holder by no later than 2:00 P.M., EST, on the Maturity Date.


 


Section 1.04     Payments.


 


(1)         Interest
Calculations: Payment Application. Interest shall be calculated on the basis of a 360-day year, on the principal amount
under this Debenture, commencing on the Effective Date until the Maturity Date. All payments received and actually collected by
Holder hereunder shall be applied first to any costs and expenses due or incurred hereunder or under any other Transaction Documents,
and then to reduce the outstanding principal balance of this Debenture.


 


(2)         Late
Fee. If all or any portion of the payments of principal, interest or other charges due hereunder are not received by
the Holder within five (5) days of the date such payment is due, then the Company shall pay to the Holder a late charge (in addition
to any other remedies that Holder may have) equal to five percent (5%) of each such unpaid payment or sum. Any payments returned
to Holder for any reason must be covered by wire transfer of immediately available funds to an account designated by Holder, plus
a $100.00 administrative fee charge. Holder shall have no responsibility or liability for payments purportedly made hereunder but
not actually received by Holder; and the Company shall not be discharged from the obligation to make such payments due to loss
of same in the mails or due to any other excuse or justification ultimately involving facts where such payments were not actually
received by Holder.


 


Section 1.05.     Manner
of Payments. All sums payable to the order of Holder hereunder shall be payable by wire transfer of lawful dollars of
the United States of America to the wire instructions set forth below, or at such place as Holder, from time to time, may designate
in writing. Wire Instructions for all sums due and payable hereunder are as follows:


 




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Correspondent Bank:


Northern Trust Intl. Bkg Corp.


New Jersey


Fedwire ABA# 026-0011-22


CHIPS ABA# 0112


SWIFT: CNORUS33


 


Beneficiary Bank:


Caledonian Bank Limited


Grand Cayman


A/C Number: 118984-20230


SWIFT: CBTLKYKY


 


Beneficiary Account Info:


Account Name: TCA Global Credit Master Fund, LP


Account Number: 0201420310849001


 


ARTICLE II


 


Section 2.01     Secured
Nature of Debenture. This Debenture is being issued in connection with the Purchase Agreement. The indebtedness evidenced
by this Debenture is also secured by all of the assets and property of the Company and various other instruments and documents
referred to in the Purchase Agreement as the “Transaction Documents”. All of the agreements, conditions, covenants,
provisions, representations, warranties and stipulations contained in any of the Transaction Documents which are to be kept and
performed by the Company are hereby made a part of this Debenture to the same extent and with the same force and effect as if they
were fully set forth herein, and the Company covenants and agrees to keep and perform them, or cause them to be kept or performed,
strictly in accordance with their terms.


 


ARTICLE III


 


Section 3.01     Events
of Default. The occurrence of any of the following events shall constitute an “Event
of Default” hereunder: (i) the Company shall fail to pay any interest, principal or other charges due under this
Debenture or any other Transaction Documents on the date when any such payment shall be due and payable; (ii) the Company makes
an assignment for the benefit of creditors; (iii) any order or decree is rendered by a court which appoints or requires the appointment
of a receiver, liquidator or trustee for the Company, and the order or decree is not vacated within thirty (30) days from the date
of entry thereof; (iv) any order or decree is rendered by a court adjudicating the Company insolvent, and the order or decree is
not vacated within thirty (30) days from the date of entry thereof; (v) the Company files a petition in bankruptcy under the provisions
of any bankruptcy law or any insolvency act: (vi) the Company admits, in writing, its inability to pay its debts as they become
due; (vii) a proceeding or petition in bankruptcy is filed against the Company and such proceeding or petition is not dismissed
within thirty (30) days from the date it is filed; (viii) the Company files a petition or answer seeking reorganization or arrangement
under the bankruptcy laws or any law or statute of the United States or any other foreign country or state; and (ix) the Company
shall fail to perform, comply with or abide by any of the stipulations, agreements, conditions and/or covenants contained in this
Debenture or any of the other Transaction Documents on the part of the Company to be performed complied with or abided by, and
such failure continues or remains uncured for ten (10) days following written notice from the Holder to the Company.


 




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Section 3.02     Remedies.
Upon the occurrence of an Event of Default that is not timely cured within an applicable cure period hereunder, the interest on
this Debenture shall immediately accrue at an interest rate equal to eighteen percent (18%) per annum, and, in addition to all
other rights or remedies the Holder may have, at law or in equity, the Holder may, in its sole discretion, accelerate full repayment
of all principal amounts outstanding hereunder, together with accrued interest thereon, together with redemption premiums due thereon,
together with all attorneys’ fees, paralegals’ fees and costs and expenses incurred by the Holder in collecting or enforcing payment
hereof (whether such fees, costs or expenses are incurred in negotiations, all trial and appellate levels, administrative proceedings,
bankruptcy proceedings or otherwise), and together with all other sums due by the Company hereunder and under the Transaction Documents,
all without any relief whatsoever from any valuation or appraisement laws, and payment thereof may be enforced and recovered in
whole or in part at any time by one or more of the remedies provided to the Holder at law. in equity, or under this Debenture or
any of the other Transaction Documents. In connection with the Holder’s rights hereunder upon an Event of Default, 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 enforce any and all of its rights and remedies hereunder and all other remedies available to it in equity or under
applicable law.


 


Upon the occurrence of
an Event of Default, in addition to any other rights or remedies the Holder may have under the Transaction Documents or applicable
law, the Holder shall have the right, but not the obligation, to cause the Confession of Judgment to be entered into a court of
competent jurisdiction.


 


ARTICLE IV


 


Section 4.01     Usury
Savings Clause. Notwithstanding any provision in this Debenture or the other Transaction Documents to the contrary,
the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges,
fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury
laws of the jurisdiction governing this Debenture or any other applicable law. In the event the total liability of payments of
interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which
may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for
any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this Debenture,
all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice
by. between, or to any party hereto, be applied to the reduction of the outstanding principal balance due hereunder immediately
upon receipt of such sums by the Holder hereof, with the same force and effect as though the Company had specifically designated
such excess sums to be so applied to the reduction of the principal balance then outstanding, and the Holder hereof had agreed
to accept such sums as a penalty-free payment of principal; provided, however, that the Holder may, at any time and from time to
time, elect, by notice in writing to the Company, to waive, reduce, or limit the collection of any sums in excess of those lawfully
collectible as interest, rather than accept such sums as a prepayment of the principal balance then outstanding. It is the intention
of the parties that the Company does not intend or expect to pay, nor does the Holder intend or expect to charge or collect any
interest under this Debenture greater than the highest non-usurious rate of interest which may be charged under applicable law.


 




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ARTICLE V


 


Section 5.01     No
Exemption. The Company hereby waives and releases all benefit that might accrue to the Company by virtue of any present
or future laws exempting any property that may serve as security for this Debenture, or any other property, real or personal, or
any part of the proceeds arising from any sale of any such property, from attachment, levy, or sale under execution, exemption
from civil process, or extension of time for payment; and the Company agrees that any property that may be levied upon pursuant
to a judgment obtained by virtue hereof, on any writ of execution issued thereon, may be sold upon any such writ in whole or in
part in any order or manner desired by Holder.


 


Section 5.02     Exercise
of Remedies. The remedies of the Holder as provided herein and in any of the other Transaction Documents shall be cumulative
and concurrent and may be pursued singly, successively or together, at the sole discretion of the Holder, and may be exercised
as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed
as a waiver or release thereof.


 


Section 5.03     Waivers.
The Company and all others who are, or may become liable for the payment hereof: (i) severally waive presentment for payment, demand,
notice of nonpayment or dishonor, protest and notice of protest of this Debenture or any other Transaction Documents, and all other
notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Debenture and
the other Transaction Documents, except as specifically provided in this Debenture or any other Transaction Document; (ii) expressly
consent to all extensions of time, renewals or postponements of time of payment of this Debenture and any other Transaction Documents
from time to time prior to or after the maturity of this Debenture without notice, consent or further consideration to any of the
foregoing; (iii) expressly agree that the Holder shall not be required first to institute any suit, or to exhaust its remedies
against the Company or any other person or party to become liable hereunder or against any collateral that may secure this Debenture
in order to enforce the payment of this Debenture; and (iv) expressly agree that, notwithstanding the occurrence of any of the
foregoing (except the express written release by the Holder of any such person), the undersigned shall be and remain, directly
and primarily liable for all sums due under this Debenture.


 


Section 5.04     No
Waiver. Holder shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies
hereunder unless such waiver is in writing and signed by Holder, and then only to the extent specifically set forth in the writing.
A waiver on one event shall not be construed as continuing or as a bar to or waiver of any right or remedy to a subsequent event.


 




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ARTICLE VI


 


Section 6.01     Notice.
Any notices, consents, waivers, or other communications required or permitted to be given under the terms of this Debenture must
be in writing and in each case properly addressed to the party to receive the same in accordance with the information below, and
will be deemed to have been delivered: (i) if mailed by certified mail, return receipt requested, postage prepaid and properly
addressed to the address below, then three (3) business days after deposit of same in a regularly maintained U.S. Mail receptacle;
or (ii) if mailed by Federal Express, UPS or other nationally recognized overnight courier service, next business morning delivery,
then one (1) business day after deposit of same in a regularly maintained receptacle of such overnight courier; or (iii) if hand
delivered, then upon hand delivery thereof to the address indicated on or prior to 5:00 p.m., EST, on a business day. Any notice
hand delivered after 5:00 p.m., EST, shall be deemed delivered on the following business day. Notwithstanding the foregoing, notice,
consents, waivers or other communications referred to in this Debenture may be sent by facsimile, e-mail, or other method of delivery,
but shall be deemed to have been delivered only when the sending party has confirmed (by reply e-mail or some other form of written
confirmation from the receiving party) that the notice has been received by the other party. The addresses and facsimile numbers
for such communications shall be as set forth below, unless such address or information is changed by a notice conforming to the
requirements hereof.


 


	If to the Company:	MyECheck, Inc.
	 	2600 E. Bidwell Street, Suite 140
	 	Folsom, CA 95630
	 	Attention: Bruce M. Smith
	 	Telephone: (844) 693.2432
	 	Facsimile: (916) 542-7991
	 	E-Mail: bruce.smith@myecheck.com
	 	 
	With a copy to:	Law Office of Benjamin D. Harvey
	(which shall not constitute notice)	2311 Capitol Avenue
	 	Sacramento, CA 95816
	 	Attention: Benjamin Harvey, Esq.
	 	Telephone: (916) 752-4464
	 	Facsimile: (916) 405-4133
	 	E-Mail: bharveyjd@comcast.net
	 	 
	If to the Holder:	TCA Global Credit Master Fund, LP
	 	3960 Howard Hughes Parkway, Suite 500
	 	Las Vegas, NV 89196
	 	Attn: Mr. Robert Press
	 	Telephone: (702) 990-3752
	 	Facsimile: (973) 807-1813
	 	E-Mail: bpress@tcaglobalfund.com


 




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	With a copy to:	Lucosky Brookman LLP
	(which shall not constitute notice)	101 Wood Avenue South, 5th Floor
	 	Woodbridge, NJ 08830
	 	Attn: Seth A. Brookman, Esq.
	 	Telephone: (732) 395-4400
	 	Facsimile: (732) 395-4401
	 	E-Mail: sbrookman@lucbro.com


 


Section 6.02     Governing
Law and Venue. The Company and Holder each irrevocably agrees that any dispute arising under, relating to, or in connection
with, directly or indirectly, this Debenture or related to any matter which is the subject of or incidental to this Debenture (whether
or not such claim is based upon breach of contract or tort) shall be subject to the exclusive jurisdiction and venue of the state
and/or federal courts located in Broward County, Florida. This provision is intended to be a “mandatory” forum selection
clause and governed by and interpreted consistent with Florida law. The Company and Holder each hereby consents to the exclusive
jurisdiction and venue of any state or federal court having its situs in said county, and each waives any objection based on forum
non conveniens. The Company hereby waives personal service of any and all process and consent that all such service of process
may be made by certified mail, return receipt requested, directed to the Company, as set forth herein in the manner provided by
applicable statute, law, rule of court or otherwise. Except for the foregoing mandatory forum selection clause, all terms and provisions
hereof and the rights and obligations of the Company and Holder hereunder shall be governed, construed and interpreted in accordance
with the laws of the State of Nevada, without reference to conflict of laws principles.


 


Section 6.03     Severability.
In the event any one or more of the provisions of this Debenture shall for any reason be held to be invalid, illegal, or unenforceable,
in whole or in part, in any respect, or in the event that any one or more of the provisions of this Debenture operates or would
prospectively operate to invalidate this Debenture, then and in any of those events, only such provision or provisions shall be
deemed null and void and shall not affect any other provision of this Debenture. The remaining provisions of this Debenture shall
remain operative and in full force and effect and shall in no way be affected, prejudiced, or disturbed thereby.


 


Section 6.04     Entire
Agreement and Amendments. This Debenture, together with the other Transaction Documents represents the entire agreement
between the parties hereto with respect to the subject matter hereof and thereof, and there are no representations, warranties
or commitments, except as set forth herein and therein. This Debenture may be amended only by an instrument in writing executed
by the parties hereto.


 


Section 6.05     Binding
Effect. This Debenture shall be binding upon the Company and the successors and assigns of the Company and shall inure
to the benefit of the Holder and the successors and assigns of the Holder.


 


Section 6.06     Assignment.
The Holder may from time to time sell or assign, in whole or in part, or grant participations in, this Debenture and/or the obligations
evidenced hereby without the consent of the Company. The holder of any such sale, assignment or participation, if the applicable
agreement between Holder and such holder o provides, shall be: (i) entitled to all of the rights obligations and benefits of Holder
(to the extent of such holder’s interest or participation); and (ii) deemed to hold and may exercise the rights of setoff
or banker’s lien with respect to any and all obligations of such holder to the Company (to the extent of such holder’s
interest or participation), in each case as fully as though the Company was directly indebted to such holder. Holder may in its
discretion give notice to the Company of such sale, assignment or participation; however, the failure to give such notice shall
not affect any of Holder’s or such holder’s rights hereunder.


 




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Section 6.07     Lost
or Mutilated Debenture. If this Debenture shall be mutilated, lost, stolen or destroyed the Company shall execute and
deliver, in exchange and substitution for and upon cancellation of a mutilated Debenture or in lieu of or in substitution for a
lost, stolen or destroyed Debenture a new Debenture for the principal amount of this Debenture so mutilated, lost stolen or destroyed,
but only upon receipt of evidence of such loss, theft or destruction of such Debenture, and of the ownership hereof, reasonably
satisfactory to the Company.


 


Section 6.08     WAIVER
OF JURY TRIAL. THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL
BY JURY WITH RESPECT TO ANY LITIGATION BASED ON THIS DEBENTURE, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS DEBENTURE
OR ANY OTHER TRANSACTION DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS
OF OR BETWEEN ANY PARTY HERETO, AND THE COMPANY AGREES AND CONSENTS TO THE GRANTING TO HOLDER OF RELIEF FROM ANY STAY ORDER WHICH
MIGHT BE ENTERED BY ANY COURT AGAINST HOLDER AND TO ASSIST HOLDER IN OBTAINING SUCH RELIEF. THIS PROVISION IS A MATERIAL INDUCEMENT
FOR HOLDER ACCEPTING THIS DEBENTURE FROM THE COMPANY. THE COMPANY’S REASONABLE RELIANCE UPON SUCH INDUCEMENT I HEREBY ACKNOWLEDGED.


 


Section 6.09     NON-US
STATUS. THE HOLDER IS A NON-US PERSON AS THAT TERM IS DEFINED IN THE UNITED STATES INTERNAL REVENUE CODE. IT IS HEREBY
AGREED AND UNDERSTOOD THAT THE OBLIGATIONS HEREUNDER MAY BE SOLD ONLY TO NON-U.S. PERSON. THE INTEREST PAYABLE HEREUNDER IS PAYABLE
ONLY OUTSIDE THE UNITED STATES. ANY U.S. PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES
INCOME TAX LAW. BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANT THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN
AN EXEMPT RECIPIENT DESCRIBED IN SEC 6049(8)(4) OF THE INTERNAL REVENUE CODE AND REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING
FOR OR ON BEHALF OF A UNITED STATE PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SEC. 6049(B)(4) OF THE INTERNAL REVENUE
CODE AND THE REGULATIONS THEREUNDER).


 


ARTICLE VII


 


Section 7.01     Conversion
of Debenture. At any time and from time to time while this Debenture is outstanding on or after the Closing Date, if
mutually agreed upon by the parties or upon the occurrence of an Event of Default at the sole option of the Holder, this Debenture
may be, convertible into shares of the Company’s common stock, $0.00001 par value per share (the “Common
Stock”) in accordance with the terms and conditions set forth in this Article VII.


 




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(1)         Voluntary
Conversion. At any time while this Debenture is outstanding on or after the Closing Date, if mutually agreed upon
by the parties or upon the occurrence of an Event of Default at the sole option of the Holder, the Holder may convert all or
any portion of the outstanding principal accrued and unpaid interest redemption premium and any other sums due and payable
hereunder or under any of the other Transaction Documents (such total amount, the “Conversion
Amount”) into shares of Common Stock of the Company (the “Conversion
Shares”) at a price equal to: (i) the Conversion Amount (the numerator); divided
by (ii) eighty percent (80%) of the average daily volume weighted average price of the Company’s Common Stock
during the five (5) trading days immediately prior to the Conversion Date (a defined below) a indicated in the conversion
notice (in the form attached hereto as Exhibit “A” the “Conversion
Notice”) (the denominator) (the “Conversion
Price”). The Holder shall submit a Conversion Notice indicating the amount of the Debenture being converted
the number of Conversion Shares issuable upon such conversion, and where the Conversion Shares should be delivered.


 


(2)         The
Holder’s Conversion Limitations. The Company shall not affect any conversion of this Debenture, and the
Holder shall not have the right to convert any portion of this Debenture, to the extent that after giving effect to the
conversion set forth on the Conversion Notice submitted by the Holder, the Holder (together with the Holder’s
affiliates (as defined herein) and any Persons acting as a group together with the Holder or any of the Holder’s
affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined herein). To ensure compliance
with this restriction, prior to delivery of any Conversion Notice, the Holder shall have the right to request that the
Company provide to the Holder a written statement of the percentage ownership of the Company’s Common Stock that would
by beneficially owned by the Holder and its affiliates in the Company if the Holder converted such portion of this Debenture
then intended to be converted by Holder. The Company shall, within two (2) business days of such request, provide Holder with
the requested information in a written statement, and the Holder shall be entitled to rely on such written statement from the
Company in issuing its Conversion Notice and ensuring that its ownership of the Company’s Common Stock is not in excess
of the Beneficial Ownership Limitation. The restriction described in this Section may be waived by Holder, in whole or in
part, upon notice from the Holder to the Company. For purposes of this Debenture, the “Beneficial
Ownership Limitation” shall be 4.99% of the number of shares of Common Stock outstanding immediately after
giving effect to the issuance of shares of Common Stock issuable upon conversion of this Debenture. The limitations contained
in this Section shall apply to a successor holder of this Debenture. For purposes of this Debenture, “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated
organization or a government or any department or agency thereof.


 


(3)         Mechanics
of Conversion. The conversion of this Debenture shall be conducted in the following manner:


 




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(a)          Holder’s
Delivery Requirements. To convert this Debenture into shares of Common Stock on any date set forth in the Conversion
Notice by the Holder (the “Conversion Date”),
the Holder shall transmit by facsimile or electronic mail (or otherwise deliver) a copy of the fully executed Conversion Notice
to the Company (or, under certain circumstances as set forth below, by delivery of the Conversion Notice to the Company’s transfer
agent).


 


(b)          Company’s
Response. Upon receipt by the Company of a copy of a Conversion Notice, the Company shall as soon as practicable, but
in no event later than two (2) Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or
otherwise deliver) a confirmation of receipt of such Conversion Notice (the “Conversion
Confirmation”) to the Holder indicating that the Company will process such Conversion Notice in accordance with
the terms herein. In the event the Company fails to issue its Conversion Confirmation within said two (2) Business Day time period,
the Holder shall have the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice to the
Company’s transfer agent, and pursuant to the terms of the Purchase Agreement, the Company’s transfer agent shall issue the applicable
Conversion Shares to Holder as hereby provided. Within five (5) Business Days after the date of the Conversion Confirmation (or
the date of the Conversion Notice, if the Company fails to issue the Conversion Confirmation), provided that the Company’s transfer
agent is participating in the Depository Trust Company (“DTC”)
Fast Automated Securities Transfer (“FAST”)
program, the Company shall cause the transfer agent to (or, if for any reason the Company fails to instruct or cause its transfer
agent to so act, then pursuant to the Purchase Agreement, the Holder may request and require the Company’s transfer agent
to) electronically transmit the applicable Conversion Shares to which the Holder shall be entitled by crediting the account of
the Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”)
system, and provide proof satisfactory to the Holder of such delivery. In the event that the Company’s transfer agent is
not participating in the DTC FAST program and is not otherwise DWAC eligible (or in the event the Holder otherwise requests),
within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Company
fails to issue the Conversion Confirmation), the Company shall instruct and cause its transfer agent to (or, if for any reason
the Company fails to instruct or cause its transfer agent to so act, then pursuant to the Purchase Agreement, the Holder may request
and require the Company’s transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery
to the address specified in the Conversion Notice, a certificate, registered in the name of the Holder or its nominee, for the
number of Conversion Shares to which the Holder shall be entitled. To effect conversions hereunder, the Holder shall not be required
to physically surrender this Debenture to the Company unless the entire principal amount of this Debenture, plus all accrued and
unpaid interest thereon and other sums due hereunder, has been so converted. Conversions hereunder shall have the effect of lowering
the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company
shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Holder, and any assignee
by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion
of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated
on the face hereof.


 




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(c)          Record
Holder. The Person(s) entitled to receive the shares of Common Stock issuable upon a conversion of this Debenture shall
be treated for all purposes as the record holder(s) of such shares of Common Stock as of the Conversion Date.


 


(d)          Failure
to Deliver Certificates. If in the case of any Conversion Notice, the certificate or certificates are not delivered
to or as directed by the Holder by the date required hereby, the Holder shall be entitled to elect by written notice to the Company
at any time on or before its receipt of such certificate or certificates, to rescind such Conversion Notice, in which event the
Company shall promptly return to the Holder any original Debenture delivered to the Company and the Holder shall promptly return
to the Company the Common Stock certificates representing the principal amount of this Debenture unsuccessfully tendered for conversion
to the Company.


 


(e)          Obligation
Absolute; Partial Liquidated Damages. The Company’s obligations to issue and deliver the Conversion Shares upon conversion
of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by
the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against
any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or
any breach or alleged breach by the Holder or any other person or entity of any obligation to the Company or any violation or alleged
violation of law by the Holder or any other person or entity, and irrespective of any other circumstance which might otherwise
limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however,
that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In
the event the Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof and accrued
but unpaid interest thereon in accordance with the terms of this Debenture, the Company may not refuse conversion based on any
claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or
for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or
part of this Debenture shall have been sought and obtained, and the Company posts a surety bond for the benefit of the Holder in
the amount of 150% of the outstanding principal amount of this Debenture being converted, which is subject to the injunction, which
bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which
shall be payable to such Holder to the extent it obtains judgment. In the absence of such injunction, the Company shall issue Conversion
Shares upon a properly noticed conversion. If the Company fails for any reason to deliver to the Holder such certificate or certificates
representing Conversion Shares pursuant to timing and delivery requirements of this Debenture, the Company shall pay to such Holder,
in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $1.00 per day for each
day after the date by which such certificates should have been delivered until such certificates are delivered. Nothing herein
shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to this Debenture or any agreement
securing the indebtedness under this Debenture for the Company’s failure to deliver Conversion Shares within the period specified
herein and such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity, including, without
limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder
from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Nothing herein shall prevent the
Holder from having the Conversion Shares issued directly by the Company’s transfer agent in accordance with the Purchase
Agreement, in the event for any reason the Company fails to issue or deliver, or cause its transfer agent to issue and deliver,
the Conversion Shares to the Holder upon exercise of Holder’s conversion rights hereunder.


 




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(f)          Transfer
Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture shall be made without
charge to the Holder hereof for any documentary stamp or similar taxes, or any other issuance or transfer fees of any nature or
kind that may be payable in respect of the issue or delivery of such certificates, any such taxes or fees, if payable, to be paid
by the Company.


 


(4)         Reservation
of Common Stock. The Company shall take all action necessary to at all times have authorized, and reserved for the purpose
of issuance, five (5) times such number of shares of Common Stock as shall be necessary to effect the full conversion of the Debenture
in accordance with its terms (the “Share Reserve”).
If upon receipt of a conversion notice from the Buyer, the Share Reserve is insufficient to effect the full conversion of the Debenture
then outstanding, the Company shall increase the Share Reserve accordingly. If the Company does not have sufficient authorized
and unissued shares of Common Stock available to increase the Share Reserve, the Company shall cause its authorized and unissued
shares to be increased within forty-five (45) days to an amount of shares equal to three (3) times the Conversion Shares. The Company’s
management shall recommend to the shareholders to vote in favor of increasing the number of shares of Common Stock authorized.


 


(5)         Make-Whole
Rights. Upon liquidation by the Holder of Conversion Shares issued pursuant to a Conversion Notice, provided that the
Holder realizes a net amount from such liquidation equal to less than the Conversion Amount specified in the relevant Conversion
Notice (such net realized amount, the “Realized
Amount”), the Company shall issue to the Holder additional shares of the Company’s Common Stock equal to:
(i) the Conversion Amount specified in the relevant Conversion Notice; minus
(ii) the Realized Amount, as evidenced by a reconciliation statement from the Holder (a “Sale
Reconciliation”) showing the Realized Amount from the sale of the Conversion Shares; divided
by (iii) the average volume weighted average price of the Company’s Common Stock during the five (5) Business
Days immediately prior to the date upon which the Holder delivers notice (the “Make-Whole
Notice”) to the Company that such additional shares are requested by the Holder (the “Make-Whole
Stock Price”) (such number of additional shares to be issued, the “Make-Whole
Shares”). Upon receiving the Make-Whole Notice and Sale Reconciliation evidencing the number of Make-Whole Shares
requested, the Company shall instruct its transfer agent to issue certificates representing the Make-Whole Shares, which Make-Whole
Shares shall be issued and delivered in the same manner and within the same time frames as set forth herein. The Make-Whole Shares,
when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock.
Following the sale of the Make-Whole Shares by the Holder: (i) in the event that the Holder receives net proceeds from such sale
which, when added to the Realized Amount from the prior relevant Conversion Notice, is less than the Conversion Amount specified
in the relevant Conversion Notice, the Holder shall deliver an additional Make-Whole Notice to the Company following the procedures
provided previously in this paragraph, and such procedures and the delivery of Make-Whole Notices and issuance of Make-Whole Shares
shall continue until the Conversion Amount has been fully satisfied; and (ii) in the event that the Holder received net proceeds
from the sale of Make-Whole Shares in excess of the Conversion Amount specified in the relevant Conversion Notice, such excess
amount shall be applied to satisfy any and all amounts owed hereunder in excess of the Conversion Amount specified in the relevant
Conversion Notice.


 




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(6)         Adjustments
to Conversion Price.


 


(a)          Stock
Dividends and Stock Splits. If the Company, at any time while this Debenture is outstanding: (i) pays a stock dividend
or otherwise makes a distribution or distributions payable in shares of Common Stock on outstanding shares of Common Stock, (ii)
subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock
split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues, in the event of a reclassification of
shares of Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction,
the numerator of which shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding
immediately before such event, and the denominator of which shall be the number of shares of Common Stock outstanding immediately
after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination, or re-classification.


 


(b)          Fundamental
Transaction. If, at any time while this Debenture is outstanding: (i) the Company effects any merger or
consolidation of the Company with or into another Person, (ii) the Company effects any sale of all or substantially all of
its assets in one transaction or a series of related transactions, (iii) any tender offer or exchange offer (whether by the
Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their
shares for other securities, cash or property, or (iv) the Company effects any reclassification of the Common Stock or any
compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities,
cash or property (in any such case, a “Fundamental
Transaction”), then upon any subsequent conversion of this Debenture, the Holder shall have the right to
receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of
such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to
receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental
Transaction, the holder of one (1) share of Common Stock (the “Alternate
Consideration”). For purposes of any such conversion, the determination of the Conversion Price shall be
appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in
respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion
Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of
the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be
received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it
receives upon any conversion of this Debenture following such Fundamental Transaction. To the extent necessary to effectuate
the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the
Holder a new note consistent with the foregoing provisions and evidencing the Holder’s right to convert such note into
Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include
terms requiring any such successor or surviving entity to comply with the provisions of this Section and insuring that this
Debenture (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a
Fundamental Transaction.


 




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(c)          Adjustment
to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Debenture, the Company
shall promptly deliver to Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement
of the facts requiring such adjustment.


 


(d)          Notice
to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form)
on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock,
(C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase
any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required
in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale
or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock
is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office
or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last
address as it shall appear upon the Company’s records, at least twenty (20) calendar days prior to the applicable record or effective
date hereinafter specified, a notice stating: (x) the date on which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record
to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined, or (y) the date on which such
reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date
as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common
Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share
exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of
record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or
any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in
such notice. The Holder is entitled to convert this Debenture during the 10-day period commencing on the date of such notice through
the effective date of the event triggering such notice.


 


[signature page follows]


 




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IN WITNESS WHEREOF
with the intent to be legally bound hereby, the Company as executed this Senior Secured, Convertible, Redeemable Debenture
as of the date first written above.


 


MYECHECK,
INC.


 


	By:	/s/ Bruce M. Smith	 
	Name: Bruce M. Smith	 
	Title: Chief Financial Officer	 


 




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CONSENT
AND AGREEMENT


 


The undersigned is a Guarantor, as that term
is defined in that certain securities purchase agreement by and between the Company, as borrower, and the Holder, as lender, and,
as such, the undersigned hereby consents and agrees to the payment of the amounts contemplated in the senior secured, convertible,
redeemable debenture, documents contemplated thereby and to the provisions contained therein relating to conditions to be fulfilled
and obligations to be performed by the Company pursuant to or in connection with said senior secured, convertible, redeemable debenture
secured redeemable debenture to the same extent as if the undersigned were a party to said senior secured, convertible, redeemable
debenture.


 


GUARANTOR:


 


GREENPAY
LLC


 


	By:	/s/ Bruce M. Smith	 
	Name: Bruce M. Smith	 
	Title: Chief Financial Officer	 


 




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EXHIBIT
A


 


NOTICE OF CONVERSION


 


The undersigned hereby
elects to convert principal and/or interest under the Senior Secured, Convertible, Redeemable Debenture (the “Debenture”)
issued by MyECheck, Inc., a corporation incorporated under the laws of the State of Wyoming (the “Company”),
into shares of common stock, par value $0.00001 per share (the “Common
Shares”), of the Company in accordance with the conditions of the Debenture, as of the date written
below.


 


Based solely on information provided by the
Company to Holder, the undersigned represents and warrants to the Company that its ownership of the Common Shares does not exceed
the Beneficial Ownership Limitation as specified under the Note.


 


	Conversion Calculations	 	 
	Effective Date of Conversion:	 	 
	Principal Amount and/or Interest to be Converted:	 	 
	Number of Common Shares to be Issued:	 	 


 


	 	[HOLDER]
	 	 
	 	By:	 


 


	 	Name:	 


 


	 	Title:	 


 


	 	Address:	 
	 	 	 
	 	 	 


 




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