Exhibit
10.8


 


PRIMCO
MANAGEMENT, INC.


 


$90,000.00


 


FIVE
PERCENT (5%) CONVERTIBLE NOTE

DATED AS OF FEBRUARY 28, 2014


 


THIS
NOTE (the "Note") is a duly authorized Convertible Note of Primco Management, Inc., a Delaware corporation (the "Company").
This Note is a replacement for the indebtedness of the Company to Pegasus Capital, Inc. assigned to the Holder (as defined below)
pursuant to that certain Debt Purchase Agreement of even date (the "Agreement"). By execution below, the Company affirms
the Debt de novo represented by the original indebtedness. All terms capitalized in this Note but not defined will have the meanings
as defined in the Agreement.


 


FOR
VALUE RECEIVED, the Company promises to pay SFH Capital, LLC (the "Holder"), the principal sum of Ninety Thousand United
States Dollars ($90,000) (the "Principal Amount") or such lesser principal amount following the conversion or conversions
of this Note in accordance with Paragraph 2 (the "Outstanding Principal Amount") on February 28, 2015 (the "Maturity
Date"), and to pay interest on the Outstanding Principal Amount ("Interest") in a lump sum on the Maturity Date,
at the rate of Five Percent (5%) per Annum (the "Rate") from the date of issuance.


 


Accrual
of Interest shall commence on the date of this Note and continue until the Company repays or provides for repayment in full the
Outstanding Principal Amount and all accrued but unpaid Interest. Accrued and unpaid Interest shall bear Interest at the Rate
until paid, compounded monthly. The Outstanding Principal Amount of this Note is payable on the Maturity Date in such coin or
currency of the United States as at the time of payment is legal tender for payment of public and private debts, at the address
last appearing on the Note Register of the Company as designated in writing by the Holder from time to time. The Company may prepay
principal and interest on this Note at any time before the Maturity Date.


 


The
Company will pay the Outstanding Principal Amount of this Note on the Maturity Date, free of any withholding or deduction of any
kind (subject to the provision of paragraph 2 below), to the Holder as of the Maturity Date and addressed to the Holder at the
address appearing on the Note Register.


 


This
Note is subject to the following additional provisions:


 


1.        All
payments on account of the Outstanding Principal Amount of this Note and all other amounts payable under this Note (whether made
by the Company or any other person) to or for the account of the Holder hereunder shall be made free and clear of and without
reduction by reason of any present and future income, stamp, registration and other taxes, levies, duties, cost, and charges whatsoever
imposed, assessed, levied or collected by the United States or any political subdivision or taxing authority thereof or therein,
together with interest thereon and penalties with respect thereto, if any, on or in respect of this Note (such taxes, levies,
duties, costs and charges being herein collectively called "Taxes").


 




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2.        The
Holder of this Note is entitled, at its option, at any time after the issuance of this Note, to convert all or any lesser portion
of the Outstanding Principal Amount and accrued but unpaid Interest into common stock of the Issuer (the "Common Stock")
at a conversion price for each share of Common Stock equivalent to Fifty Percent (50%) of the lowest closing bid price for the
Issuer's Common Stock, during the Ten (10) trading days immediately preceding a conversion date, as reported by Bloomberg, unless
otherwise modified by mutual agreement between the Parties (the "Conversion Price"). (The Common stock into which the
Note is converted shall be referred to in this agreement as "Conversion Shares.") The Issuer will not be obligated to
issue fractional Conversion Shares. The Holder may convert this Note into Common Stock by surrendering the Note to the Company,
with the form of conversion notice attached to the Note as Exhibit A, executed by the Holder of the Note evidencing such Holder's
intention to convert the Note.


 


The
Company will not issue fractional shares or scrip representing fractions of shares of Common Stock on conversion, but the Company
will round the number of shares of Common Stock issuable up to the nearest whole share. The date on which a Notice of Conversion
is given shall be deemed to be the date on which the Holder notifies the Company of its intention to so convert by delivery, by
facsimile transmission or otherwise, of a copy of the Notice of Conversion. Notice of Conversion may be sent by facsimile to the
Company, attn: Mr. David Michery, Chairman. The Holder will deliver this Note, together with original executed copy of the Notice
of Conversion, to the Company within three (3) business days following the Conversion Date. At the Maturity Date, the Company
will pay any unconverted Outstanding Principal Amount and accrued Interest thereon, at the option of the Company, in either (a)
cash or (b) Common Stock valued at a price equal to the Conversion Price determined as if the Note was converted in accordance
with its terms into Common Stock on the Maturity Date.


 


3.        No
provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to the payment
of the Outstanding Principal Amount of this Note at the Maturity Date, and in the coin or currency herein prescribed. This Note
and all other Notes now or hereafter issued on similar terms are direct obligations of the Company. In the event of any liquidation,
reorganization, winding up or dissolution, repayment of this Note, except as excluded below, shall not be subordinate in any respect
to any other indebtedness of the Company outstanding as of the date of this Note or hereafter incurred by the Company.


 


Such
non-subordination shall exclude any and all indebtedness of the Company to banks, financial institutions, other secured lenders,
equipment lessors and equipment finance companies, but shall include trade debts. Any warrants, options or other securities convertible
into stock of the Company issued before the date hereof shall rank pari passu with the Note in all respects.


 


4.        If
at any time or from time to time after the date of this Note, the Common Stock issuable upon the conversion of the Note is changed
into the same or different numbers of shares of any class or classes of stock, whether by recapitalization or otherwise, then
in each such event the Holder shall have the right thereafter to convert the Note into the kind of security receivable in such
recapitalization, reclassification or other change by holders of Common Stock, all subject to further adjustment as provided herein.
In such event, the formulae set forth herein for conversion and redemption shall be equitably adjusted to reflect such change
in number of shares or, if shares of a new class
of stock are issued, to reflect the market price of the class or classes of stock issued in connection with the above described
transaction.


 






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5.        If
one or more of the "Events of Default" as described in the Agreement shall occur, the Company agrees to pay all costs
and expenses, including reasonable attorney's fees, which the Holder may incur in collecting any amount due under, or enforcing
any terms of, this Note.


 


6.        Prepayment.
At any time that the Note remains outstanding, upon three business days written notice (the "Prepayment Notice") to
the Holder, the Company may pay One Hundred and Fifty Percent (150%) of the entire Outstanding Principal Amount of the Note plus
any accrued but unpaid Interest. If the Company gives written notice of prepayment, the Holder continues to have the right to
convert principal and interest on the Note into Conversion Shares until three business days elapses from the Prepayment Notice.


 


7.        The
Company covenants that until all amounts due under this Note are paid in full, by conversion or otherwise, unless waived by the
Holder or subsequent Holder in writing, the Company shall:


 


(i)
give prompt written notice to the Holder of any Event of Default or of any other matter which has resulted in, or could reasonably
be expected to result in a materially adverse change in its financial condition or operations;


 


(i)
give prompt notice to the Holder of any claim, action or proceeding which, in the event of any unfavorable outcome, would or could
reasonably be expected to have a Material Adverse Effect (as defined in the Note Purchase Agreement) on the financial condition
of the Company;


 


(iii)
at all times reserve and keep available out of its authorized but unissued Common Stock, for the purpose of effecting the conversion
of this Note into Common Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient
to effect the conversion of the Outstanding Principal Amount of this Note into Common Stock.


 


8.        Upon
receipt by the Company of evidence from the Holder reasonably satisfactory to the Company of the loss, theft, destruction or mutilation
of this Note,


 


(i)
in the case of loss, theft or destruction, upon provision of indemnity reasonably satisfactory to it and/or its transfer
agent, or


 


(ii)
in the case of mutilation, upon surrender and cancellation of this Note,


 


then
the Company at its expense will execute and deliver to the Holder a new Note, dated the date of the lost, stolen, destroyed or
mutilated Note, and evidencing the outstanding and unpaid principal amount of the lost, stolen, destroyed or mutilated Note.


 






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9.        If
any term in this Note is found by a court of competent jurisdiction to be unenforceable, then the entire Note shall be rescinded,
the consideration proffered by the Holder for the remaining Debt acquired by the Holder not converted by the Holder in accordance
with this Note shall be returned in its entirety and any Conversion Shares in the possession or control of the Investor shall
be returned to the Issuer.


 


10.        The
Note and the Agreement between the Company and the Holder (including all Exhibits thereto) constitute the full and entire understanding
and agreement between the Company and the Holder with respect to the subject hereof. 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.        This
Note shall be governed by and construed in accordance with the internal laws of the State of Delaware.


 


IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized, as of the
date first written above.


 


	 	PRIMCO
    MANAGEMENT, INC.
	 	 
	 	By:	/s/
    David Michery
	 	 	David
    Michery, President and Director


 


 




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