EXHIBIT 10.50


 


THIS NOTE AND
THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT")


 


US $44,000.00


 


EVENTURE INTERACTIVE, INC.


8% CONVERTIBLE REDEEMABLE
NOTE


DUE MARCH 3, 2016


 


FOR
VALUE RECEIVED, Eventure Interactive, Inc. (the "Company") promises
to pay to the order of UNION CAPITAL, LLC and its authorized successors and permitted assigns ("Holder"), the
aggregate principal face amount of Forty Four Thousand Dollars exactly (U.S. $50,000.00) on March 3, 2016 ("Maturity Date")
and to pay interest on the principal amount out standing hereunder at the rate of 8% per annum commencing on March 3, 2015. This
Note contains a 10% original issue discount such that the purchase price of the note is $40,000. The interest will be paid to
the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note.
The principal of, and interest on, this Note are payable at 338 Crown Street, Brooklyn, NY 11225, initially, and if changed, last
appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each
interest payment and the outstanding principal due upon
this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note
by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding
of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the
liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable
in Common Stock (as defined below) pursuant to paragraph
4(b) herein.


 


This Note is subject to the following
additional provisions:


 


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


 


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


 




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


 


4.            (a)       
The Holder of this Note is entitled, at its option, at any time commencing six months
after the date of this Note, to convert all or any amount of the principal face amount of this Note then outstanding into shares
of the Company's common stock (the "Common Stock") at a price ("Conversion Price") for each share of
Common Stock equal to 62% of the lowest closing bid price of the Common Stock as reported on the National Quotations
Bureau OTCQB exchange which the Company's shares are traded or any exchange upon which the Common Stock may be traded in the future
("Exchange"), for the  twenty prior trading days including the day upon which a Notice of Conversion
is received by the Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication
to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price).
If the shares have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall
be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company
of the Notice of Conversion. Once the Holder has received such shares of Common Stock, the Holder shall surrender this Note to
the Company, executed by the Holder evidencing such Holder's intention to convert this Note or a specified portion hereof, and
accompanied by proper assignment hereof in blank. Accrued, but unpaid interest shall be subject to conversion. No fractional shares
or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the
nearest whole share. In the event the Company
experiences a DTC "Chill" on its shares, the
conversion price shall be decreased to 52% instead of 62% while that
"Chill" is in effect. In
no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common
Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the
Company. The Parties agree to rely upon quotes provided by Quotestream.


 


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


 




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


 


	PREPAY DATE	 	PREPAY AMOUNT
	< 30 days	 	115% of principal  plus accrued  interest
	31- 60 days	 	121% of principal  plus accrued  interest
	61-90 days	 	127% of principal  plus accrued  interest
	91-120 days	 	133% of principal  plus accrued  interest
	121-150 days	 	139% of principal plus accrued  interest
	151-180  days	 	145% of principal  plus accrued  interest


 


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


 


(d)         
Upon a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related
transactions, then, the Company shall, upon request of
the Holder, redeem this Note in cash for 150% of the principal amount, plus
accrued but unpaid interest through the date of redemption, or at the election of the Holder,
such Holder may convert the unpaid principal amount of this Note (together with the amount
of accrued but unpaid interest) into shares of Common Stock immediately prior to such asset transfer at the Conversion Price.


 


(e)         
In case of (i) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock,
other than a forward or reverse stock split or stock dividend, or (ii) any consolidation or merger of the Company with or into
an other person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change
the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares
of Common Stock solely into shares of Common Stock) (each of items (i) and (ii) being referred to as a "Sale Event"),
the Company shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting
this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including
cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by a holder of the
number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as
defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events.
If the consideration received by the holders of Common Stock is other than cash, the value shall be as deter mined by the Board
of Directors of the Company or successor person or entity acting in good faith.


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


(e)         
A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without
its consent and shall not be discharged within sixty (60) days after such appointment; or


 


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


 


(g)          Except
when part of a Section 3(a)(l0) transaction, one or more money judgments, writs or warrants of attachment, or similar process,
in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered or filed against the Company or any of its properties
or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later
than five (5) days prior to the date of any proposed sale thereunder; or


 




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(h)          [Intentionally
deleted.]


 


(i)            The
Company shall have its Common Stock delisted from an ex- change (including the OTC Markets) or, if the Common Stock trades on an
exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive
days;


 


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


 


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


 


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


 


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


 


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


 


Then, or
at any time thereafter, unless cured within 5 days, and in each and every such case, unless such Event of Default shall have
been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option
of the Holder and in the Holder's sole discretion, the Holder may consider this Note immediately due and payable, with out presentment,
demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived,
anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately,
and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any
other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per
annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law.
In the event of a breach of Section 8(k) the penalty shall be $250 per day the shares are
not issued beginning on the 41 day after the conversion notice was delivered
to the Company. This penalty shall increase to $500 per day beginning on the 10th day. The penalty for a breach of Section 8(n)
shall be an in crease of the outstanding principal amounts by 20%. In case of a breach of Section 8(i), the out standing principal
due under this Note shall increase by 50%. If this Note is not paid at maturity, the outstanding principal due under this Note
shall increase by 10%.


 


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


 


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


 




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


 


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


 


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


 


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


 


11.              The
Company represents that it is not a "shell" issuer and has never been a "shell" issuer or that if it previously
has been a "shell" issuer that at least 12 months have passed since the Company has reported form 10 type information
indicating it is no longer a "shell issuer. Further. The Company will instruct its counsel to either (i) write a 144-3(a)(9)
opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder's counsel.


 


12.               The
Company shall issue irrevocable transfer agent instructions reserving 3,154,000 shares of its Common Stock for conversions under
this Note (the "Share Reserve"). The reserve shall be replenished as needed to allow for conversions of this Note. Upon
full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company shall pay all costs associated
with issuing and delivering the shares. The company should at all times reserve a minimum of four times the amount of shares required
if the note would be fully converted. The Holder may reasonably request increases from time to time to reserve such amounts.


 


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


 


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


 




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


 


	 	EVENTURE INTERACTIVE, INC.	 
	 	 	 	 
	 	By:	  /s/ Gannon Giguiere	 
	 	GANNON GIGUIERE	 
	 	Chief Executive Officer	 


 




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