EXHIBIT 10.46


 


LOAN MODIFICATION AGREEMENT


 


This Loan Modification Agreement (this “Agreement”)
is made and entered into this 2nd day of March, 2015 by and between among FindEx.com, Inc., a Nevada corporation with its principal
place of business located at 1313 South Killian Drive, Lake Park, FL 33403 (“FIND”), and Phoebe H. Conway,
an individual residing Phoebe H. Conway, at 143 Pinnacle Point Drive, Seneca, SC 29672 (“Conway”).


 


WHEREAS, Conway is the record holder of a certain
promissory note dated July 23, 2014 in the principal amount of USD$250,000 issued by FIND which note is convertible at the election
of Conway and in accordance with certain terms into shares of FIND common stock, a copy of which note is annexed hereto as Exhibit
A and made a part hereof (the “July 2014 Note”);


 


WHEREAS, for reasons relating to certain constraints
currently being placed on FIND’s ability to obtain required financing from third parties based, among other things, on the
terms of the conversion feature contained in the July 2014 Note, FIND desires to cancel the July 2014 Note and issue and deliver
to Conway in its stead a certain replacement note not carrying a conversion feature;


 


WHEREAS, Conway is willing to accept a replacement
note in exchange for the July 2014 Note provided that the replacement note reflect an increase in the principal sum payable thereunder
from USD$250,000 to USD$300,000;


 


NOW THEREFORE, for and in consideration of the
premises and the mutual covenants contained herein, and for the other good and valuable consideration, the receipt, adequacy and
legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:


 


1.        Cancellation
of July 2014 Note; Replacement with New Note. The July 2014 Note is hereby irrevocably terminated and rendered void for all
purposes from and after the date hereof, and FIND shall issue and deliver to Conway as of the date hereof and contemporaneously
herewith a new debt securities instrument in lieu thereof in the form annexed hereto as Exhibit B and made a part hereof
(the “Replacement Note”).


 


2.        Governing
Law. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the State
of Florida.


 


3.        Counterparts.
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall
become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being
understood that all parties need not sign the same counterpart.


 


IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed as of the date first above written.


 


	 	 	FINDEX.COM, INC.
	 	 	 
	 	 	By:	 
	Phoebe H. Conway	 	Name:	Steven Malone
	 	 	Title:	President & Chief Executive Officer


 






    	 



    	 



    

 


EXHIBITS


 


	Exhibit A	July 2014 Note
	 	 
	Exhibit B	Replacement Note


 






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THE SECURITY REPRESENTED BY THIS PROMISSORY
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES OR
“BLUE SKY” LAWS OF ANY STATE. ACCORDINGLY, SUCH NOTE MAY NOT BE TRANSFERRED, SOLD, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF (A “TRANSFER”) EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii) UPON RECEIPT
OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER
THE ACT AND UNDER ANY APPLICABLE STATE SECURITIES OR ‘BLUE SKY’ LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY PROMISSORY
NOTE ISSUED IN EXCHANGE FOR THIS PROMISSORY NOTE.


 


Ecosmart
Surface & Coating Technologies, Inc.


 


	USD$250,000.00	As of July 23, 2014
	 	Lake Park, FL


 


CONVERTIBLE PROMISSORY NOTE


 


EcoSmart Surface & Coating Technologies, Inc.,
a Florida corporation with its principal place of business located at 1313 South Killian Drive, Lake Park, FL 33403 (inclusive
of any successors-in-interest, the “Company”), for cash value received, hereby promises to pay to Phoebe H.
Conway (inclusive of any designated assigns, “Holder”), at 143 Pinnacle Point Drive, Seneca, SC 29672, (i)
on each of November 1, 2014, February 1, 2015, and May 1, 2015, interest, calculated at the rate of ten percent (10%) per annum
(the “Applicable Interest Rate”) from the date of this convertible promissory note (this “Note”),
on the principal sum of two hundred fifty thousand U.S. dollars (USD$250,000.00) (the “Principal Face Amount”),
such interest payments to be made in equal, quarter-annual payments of six thousand two hundred fifty dollars (USD$6,250.00) each,
and (ii) unless re-paid in full prior to August 1, 2015 (the “Maturity Date”), on the Maturity Date, a lump-sum
balloon payment of the Principal Face Amount, together with any then-accrued but unpaid interest on such amount calculated at
the Applicable Interest Rate.


 


1.        Right of Conversion/Exchange. At all
times prior to repayment of the obligation reflected by this Note through the Maturity Date, Holder shall have the right, exercisable
at its election upon no less than ten (10) business days notice to the Company, to convert/exchange the principal and accrued
interest payable under and on this Note pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended, into/for restricted
shares of the common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”) on the
basis of a value per share of Company Common Stock equal to fifty percent (50%) of the the closing bid quoted public market trading
price for the Company Common Stock on the date of such notice, provided the Company Common Stock is being publicly traded and
quoted as of such date, or, if not publicly traded, at the pre-market valuation of the last completed private offering conducted
by the company in excess of one million U.S. dollars ($1,000,000); provided, however, that, in lieu of any fractional share
to which Holder would otherwise be entitled upon conversion/exchange of this Note, the Company shall pay to the Holder in the
form of cash the amount of the unconverted/unexchanged principal and interest of this Note that would otherwise be converted/exchanged
into such fractional share.


 


2.        Default. The occurrence of any of the
following shall constitute an “Event of Default” under this Note:


 


(a)     Any failure on the part of the Company
to remit to Holder any amounts of principal and/or interest due hereunder as and when due hereunder; 


 


(b)     Any failure or unreasonable delay on
the part of the Company to deliver a certificate representing the appropriate number of shares of Company Common Stock upon any
conversion/exchange of an amount otherwise due hereunder in accordance with Section 1 of this Note;


 






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(c)     Any assignment on the part of the Company
for the benefit of creditors, or filing of a petition in bankruptcy or for reorganization or to effect a plan or arrangement with
creditors;


 


(d)     Any application on the part of the Company
for, or voluntary permission of, the appointment of a receiver or trustee for any or all Company property;


 


(e)     Any action or proceeding described in
the foregoing paragraphs (c) and (d) is commenced against the Company and such action or proceeding is not vacated within sixty
(60) days of its commencement;


 


(f)      Notwithstanding any one or more provisions
of the Company’s bylaws at any time hereunder, any election or other appointment to the board of directors of the Company
that has the effect of either (i) expanding the membership thereof to more than five (5) seats, and/or (ii) filling any one (1)
or two (2) of the current vacancies thereon with any individual not expressly approved in writing by Holder within its exclusive
discretion; or


 


(g)     Any dissolution or liquidation of the
Company.


 


3.        Remedies Upon Default. Upon any Event
of Default, Holder may, with or without further notice, declare the entire remaining principal sum of this Note, together with
all interest accrued thereon, immediately due and payable.


 


4.        Notices. Any notice, demand or request
relating to any matter set forth herein shall be made in writing and shall be deemed effective when hand delivered or when mailed,
postage pre-paid by registered or certified mail return receipt requested, when picked-up by or delivered to a recognized overnight
courier service, either to the Company at its address stated above, or to Holder at its address stated above, or such other address
as either party shall have notified the other in writing as aforesaid from and after the date hereof.


 


5.        Applicable Law. This Note is issued under
and shall for all purposes be governed by and construed in accordance with the laws of the State of Florida, without regard to
conflict of laws.


 


6.        Integration; Modification.
This Note constitutes the entirety of the rights and obligations of each of the Holder and the Company with respect to the subject
matter hereof. No provision of this Note may be modified except by an instrument in writing signed by the party against whom the
enforcement of any such modification is or may be sought.


 


IN WITNESS WHEREOF, the Company
has caused this Note to be signed on its behalf by its duly authorized officer, all as of the date first above written


 


	 	Ecosmart
    Surface & Coating

Technologies, Inc.
	 	 	 
	 	By:	 
	 	Steven Malone
	 	Chief Executive Officer


 






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THE SECURITY REPRESENTED BY THIS PROMISSORY
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES OR
“BLUE SKY” LAWS OF ANY STATE. ACCORDINGLY, SUCH NOTE MAY NOT BE TRANSFERRED, SOLD, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF (A “TRANSFER”) EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii) UPON RECEIPT
OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER
THE ACT AND UNDER ANY APPLICABLE STATE SECURITIES OR ‘BLUE SKY’ LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY PROMISSORY
NOTE ISSUED IN EXCHANGE FOR THIS PROMISSORY NOTE.


 


Findex.com,
Inc.


 


	USD$300,000.00	As of March 2, 2015
	 	Lake Park, FL


 


PROMISSORY NOTE


 


Findex.com, Inc., a Nevada corporation with its
principal place of business located at 1313 South Killian Drive, Lake Park, FL 33403 (inclusive of any successors-in-interest,
the “Company”), for cash value received, hereby promises to pay to Phoebe H. Conway (inclusive of any designated
assigns, “Holder”), at 143 Pinnacle Point Drive, Seneca, SC 29672, (i) on each of March 15, 2015, and May 1,
2015, interest, calculated at the rate of ten percent (10%) per annum (the “Applicable Interest Rate”) from
the date of this promissory note (this “Note”), on the principal sum of three hundred thousand U.S. dollars
(USD$300,000.00) (the “Principal Face Amount”), such interest payments to be made in equal quarter- annual
payments of seven thousand five hundred dollars (USD$7,500.00) each, and (ii) unless re-paid in full prior to August 1, 2015 (the
“Maturity Date”), on the Maturity Date, a lump-sum balloon payment of the Principal Face Amount, together with
any then-accrued but unpaid interest on such amount calculated at the Applicable Interest Rate.


 


1.        Default. The occurrence of any of
the following shall constitute an “Event of Default” under this Note:


 


(a)     Any failure on the part of the Company to remit to Holder any amounts of principal and/or interest due hereunder as and when due
hereunder;


 


(b)     Any failure or unreasonable delay on the part of the Company to deliver a certificate representing the appropriate number of shares
of Company Common Stock upon any conversion/exchange of an amount otherwise due hereunder in accordance with Section 1 of this
Note;


 


(c)     Any assignment on the part of the Company for the benefit of creditors, or filing of a petition in bankruptcy or for reorganization
or to effect a plan or arrangement with creditors;


 


(d)     Any application on the part of the Company for, or voluntary permission of, the appointment of a receiver or trustee for any or
all Company property;


 


(e)     Any
action or proceeding described in the foregoing paragraphs (c) and (d) is commenced against the Company and such action or proceeding
is not vacated within sixty (60) days of its commencement;


 






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(f)      Notwithstanding any one or more provisions
of the Company’s bylaws at any time hereunder, any election or other appointment to the board of directors of the Company
that has the effect of either (i) expanding the membership thereof to more than five (5) seats, and/or (ii) filling any one (1)
or two (2) of the current vacancies thereon with any individual not expressly approved in writing by Holder within its exclusive
discretion; or


 


(g)     Any dissolution or liquidation of the Company.


 


3.        Remedies Upon Default.
Upon any Event of Default, Holder may, with or without further notice, declare the entire remaining principal sum of this Note,
together with all interest accrued thereon, immediately due and payable.


 


4.        Notices. Any notice,
demand or request relating to any matter set forth herein shall be made in writing and shall be deemed effective when hand delivered
or when mailed, postage pre-paid by registered or certified mail return receipt requested, when picked-up by or delivered to a
recognized overnight courier service, either to the Company at its address stated above, or to Holder at its address stated above,
or such other address as either party shall have notified the other in writing as aforesaid from and after the date hereof.


 


5.        Applicable Law.
This Note is issued under and shall for all purposes be governed by and construed in accordance with the laws of the State of
Florida, without regard to conflict of laws.


 


6.        Integration; Modification.
This Note constitutes the entirety of the rights and obligations of each of the Holder and the Company with respect to the subject
matter hereof. No provision of this Note may be modified except by an instrument in writing signed by the party against whom the
enforcement of any such modification is or may be sought.


 


IN WITNESS WHEREOF, the Company has caused this
Note to be signed on its behalf by its duly authorized officer, all as of the date first above written


 


	 	FINDEX.COM, INC.
	 	 	 
	 	By:	 
	 	Name: 	Steven Malone
	 	Title:	President


 


 


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