Exhibit 10.45


 


NEITHER THESE SECURITIES NOR THE SECURITIES
INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 


 


THIS NOTE DOES NOT REQUIRE PHYSICAL
SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING ANY REDEMPTION OR CONVERSION OF
ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL SUM REPRESENTED BY THIS NOTE MAY BE LESS THAN THE PRINCIPAL SUM AND ACCRUED
INTEREST SET FORTH BELOW.


 


10% FIXED CONVERTIBLE PROMISSORY NOTE


 


OF


 


HELIX
TCS, INC.


 


Issuance Date: August 15, 2019


Total Face Value of Note: $400,000.00


 


This
Note is a duly authorized Fixed Convertible Promissory Note of Helix TCS, Inc. a corporation duly organized and existing
under the laws of the State of Delaware (the “Company”), designated
as the Company’s 10% Fixed Convertible Promissory Note due May 15, 2020 (“Maturity Date”) in the principal amount
of $400,000.00 (the “Note”).


 


For
Value Received, the Company hereby promises to pay to the order of RedDiamond Partners, LLC or its registered assigns
or successors-in-interest (the “Holder”) the Principal Sum of $400,000.00 (the “Principal Sum”)
and to pay “guaranteed” interest on the principal balance hereof at an amount equivalent to 10% of the Principal Sum,
to the extent such Principal Sum and “guaranteed” interest and any other interest, fees, liquidated damages and/or
items due to Holder herein have not been repaid or converted into the Company’s Common Stock (the “Common Stock”),
in accordance with the terms hereof. The sum of $380,000.00 shall be remitted and delivered to the Company, and $20,000.00 shall
be retained by the Holder through an original issue discount (the “OID”) for due diligence and legal bills related
to this transaction.


 




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In addition to the “guaranteed”
interest referenced above, and in the Event of Default pursuant to Section 2.00(a), additional interest will accrue from the date
of the Event of Default at the rate equal to the lower of 20% per annum or the highest rate permitted by law (the “Default
Rate”).


 


This Note will become effective only upon
the execution by both parties, including the execution of Exhibits B, C and D and the Irrevocable Transfer Agent Instructions (the
“Date of Execution”) and delivery of the initial payment of consideration by the Holder (the “Effective
Date”).


 


As an investment incentive, the Company
will issue 25,000 5 year cashless warrants, exercisable at $1.00.


 


This Note may be prepaid by the Company,
in whole or in part, according to the following schedule:


 


	Days Since Effective Date	 	Prepayment Amount
	Under 90	 	105% of Principal Amount
	90-180	 	110% of Principal Amount
	181-270	 	125% of Principal Amount


 


Rollover Rights. If at any time while
the Note is outstanding, the Company completes any public offering or private placement of equity securities (each, a “Future
Transaction”), the Holder may, in its sole discretion, elect to apply all, or any portion, of the Principal Sum and any accrued
interest, as purchase consideration for such Future Transaction (the “Rollover Rights”). The Company shall give written
notice to Holder as soon as practicable, but in no event less than fifteen (15) days before the anticipated closing date of such
Future Transaction. The Holder may exercise its Rollover Rights by providing the Company written notice of such exercise within
five Business Days before the closing of the Future Transaction. In the event Holder exercises its Rollover Rights the Notes relating
to such exercise will automatically convert to the corresponding securities issued in such Future Transaction under the terms of
such Future Transaction, such that the Holder will receive all securities (including, without limitation, any warrants) issuable
under the Future Transaction at a purchase price equal to the Principal Sum and any accrued interest. For the avoidance of doubt,
the Purchaser will retain any Warrants the Purchaser owns upon exercise of the Purchaser’s Rollover Rights.  Whenever
any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day (as defined below), the
same shall instead be due on the next succeeding day which is a Business Day. If the Note is in default, per Section 2.00(a) below,
the Company may not prepay the Note without written consent of the Holder.


 




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For purposes hereof the following terms
shall have the meanings ascribed to them below:


 


“Business Day”
shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the City of New York are authorized or required
by law or executive order to remain closed.


 


“Conversion Price”
shall be equal to $0.90 for the first 6 months, and thereafter the lower of: (a) the Conversion Price or (b) 70% of the average
of the five lowest daily VWAPs of the Company’s common stock during the 15 consecutive Trading Days prior to the date on
which Holder elects to convert all or part of the Note.


 


“Principal Amount”
shall refer to the sum of (i) the original principal amount of this Note (including the original issue discount, prorated if the
Note has not been funded in full), (ii) all guaranteed and other accrued but unpaid interest hereunder, (iii) any fees due
hereunder, (iv) liquidated damages, and (v) any default payments owing under the Note, in each case previously paid or added to
the Principal Amount.


 


“Principal Market”
shall refer to the primary exchange or OTC Markets on which the Company’s common stock is traded or quoted.


 


“Trading Day”
shall mean a day on which there is trading or quoting for any security on the Principal Market.


 


“Underlying Shares”
means the shares of common stock into which the Note is convertible (including interest, fees, liquidated damages and/or principal
payments in common stock as set forth herein) in accordance with the terms hereof.


 


The following terms and conditions shall
apply to this Note:


 


Section 1.00 Conversion.


 


(a) Conversion Right.
Subject to the terms hereof and restrictions and limitations contained herein, the Holder shall have the right, at the Holder’s
sole option, at any time and from time to time to convert in whole or in part the outstanding and unpaid Principal Amount under
this Note into shares of Common Stock at the Conversion Price. The date of any conversion notice (“Conversion Notice”)
hereunder shall be referred to herein as the “Conversion Date”.


 


(b) Stock Certificates
or DWAC. The Company will deliver to the Holder, or Holder’s authorized designee, no later than 2 Trading Days after
the Conversion Date, a certificate or certificates (which certificate(s) shall be free of restrictive legends and trading restrictions
if the shares of Common Stock underlying the portion of the Note being converted are eligible under a resale exemption pursuant
to Rule 144(b)(1)(ii) and Rule 144(d)(1)(ii) of the Securities Act of 1933, as amended) representing the number of shares of Common
Stock being acquired upon the conversion of this Note. In lieu of delivering physical certificates representing the shares of Common
Stock issuable upon conversion of this Note, provided the Company’s transfer agent is participating in Depository Trust Company’s
(“DTC”) Fast Automated Securities Transfer (“FAST”) program, the Company shall instead use
commercially reasonable efforts to cause its transfer agent to electronically transmit such shares issuable upon conversion to
the Holder (or its designee), by crediting the account of the Holder’s (or such designee’s) broker with DTC through
its Deposits and Withdrawal at Custodian (“DWAC”) program (provided that the same time periods herein as for
stock certificates shall apply).


 




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(c) Charges and Expenses.
Issuance of Common Stock to Holder, or any of its assignees, upon the conversion of this Note shall be made without charge to the
Holder for any issuance fee, transfer tax, legal opinion and related charges, postage/mailing charge or any other expense with
respect to the issuance of such Common Stock. Company shall pay all Transfer Agent fees incurred from the issuance of the Common
Stock to Holder, as well as any and all other fees and charges required by the Transfer Agent as a condition to effectuate such
issuance. Any such fees or charges, as noted in this Section that are paid by the Holder (whether from the Company’s delays,
outright refusal to pay, or otherwise), will be automatically added to the Principal Sum of the Note and tack back to the Effective
Date for purposes of Rule 144.


 


(d) Delivery Timeline.
If the Company fails to deliver to the Holder such certificate or certificates (or shares through the DWAC program) pursuant to
this Section (free of any restrictions on transfer or legends, if eligible) prior to 3 Trading Days after the Conversion Date,
the Company shall pay to the Holder as liquidated damages an amount equal to $2,000 per day, until such certificate or certificates
are delivered. The Company acknowledges that it would be extremely difficult or impracticable to determine the Holder’s actual
damages and costs resulting from a failure to deliver the Common Stock and the inclusion herein of any such additional amounts
are the agreed upon liquidated damages representing a reasonable estimate of those damages and costs. Such liquidated damages will
be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144.


 


(e) Reservation of Underlying
Securities. The Company covenants that it will at all times reserve and keep available for Holder, out of its authorized and
unissued Common Stock solely for the purpose of issuance upon conversion of this Note, free from preemptive rights or any other
actual contingent purchase rights of persons other than the Holder, at least five times the number of shares of Common Stock
as shall be issuable (taking into account the adjustments under this Section 1.00, but without regard to any ownership limitations
contained herein) upon the conversion of this Note (consisting of the Principal Amount), under the formula in Section 2.00(c) below,
to Common Stock (the “Required Reserve”). The Company covenants that all shares of Common Stock that shall be
issuable will, upon issue, be duly authorized, validly issued, fully-paid, non-assessable and freely-tradable (if eligible). If
the amount of shares on reserve in Holder’s name at the Company’s transfer agent for this Note shall drop below the
Required Reserve, the Company will, within 2 Trading Days of notification from Holder, instruct the transfer agent to increase
the number of shares so that the Required Reserve is met. In the event that the Company does not instruct the transfer agent to
increase the number of shares so that the Required Reserve is met, the Holder will be allowed, if applicable, to provide this instruction
as per the terms of the Irrevocable Transfer Agent Instructions attached to this Note. The Company agrees that the maintenance
of the Required Reserve is a material term of this Note and any breach of this Section 1.00(e) will result in a default of the
Note.


 




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(f) Conversion Limitation.
The Company shall not effect any conversion of this Note, and a Holder shall not have the right to convert any portion of this
Note, to the extent that after giving effect to the conversion set forth on the applicable Conversion Notice, the Holder would
beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence,
the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of
Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the
number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this
Note beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained
herein (including, without limitation, any other Notes) beneficially owned by the Holder or any of its Affiliates.  Except
as set forth in the preceding sentence, for purposes of this Section 1(f), beneficial ownership shall be calculated in accordance
with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation
contained in this Section 1(f) applies, the determination of whether this Note is convertible (in relation to other securities
owned by the Holder together with any Affiliates) and of which principal amount of this Note is convertible shall be in the sole
discretion of the Holder, and the submission of a Conversion Notice shall be deemed to be the Holder’s determination of whether
this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal
amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this
restriction, the Holder will be deemed to represent to the Company each time it delivers a Conversion Notice that such Conversion
Notice has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm
the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this
Section 1(f), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding
shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report
filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written
notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. 
Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder
the number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder
or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial
Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder. The Holder, upon not
less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of
this Section 1(f), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common
Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by
the Holder and the Beneficial Ownership Limitation provisions of this Section 1(f) shall continue to apply. Any such increase or
decrease will not be effective until the 61st day after such notice is delivered to the Company. The Beneficial Ownership
Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with
the terms of this Section 1(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the
intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly
give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note. (“Restricted
Ownership Percentage”).


 




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(g) Conversion Delays. If the Company
fails to deliver shares in accordance with the timeframe stated in Section 1.00(b), the Holder, at any time prior to selling all
of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares.
The rescinded conversion amount will be returned to the Principal Sum with the rescinded conversion shares returned to the Company,
under the expectation that any returned conversion amounts will tack back to the Effective Date.


 


(h) Shorting and Hedging. Holder may
not engage in any “shorting” or “hedging” transaction(s) in the Common Stock of the Company prior to conversion.


 


(i) Conversion Right Unconditional.
If the Holder shall provide a Conversion Notice as provided herein, the Company’s obligations to deliver Common Stock shall be
absolute and unconditional, irrespective of any claim of setoff, counterclaim, recoupment, or alleged breach by the Holder of any
obligation to the Company.


 


Section 2.00 Defaults
and Remedies.


 


(a) Events of Default.
An “Event of Default” is: (i) a default in payment of any amount due hereunder which default continues for more
than 5 Trading Days after the due date; (ii) a default in the timely issuance of underlying shares upon and in accordance with
terms of Section 1.00, which default continues for 2 Trading Days after the Company has failed to issue shares or deliver stock
certificates within the 3rd Trading Day following the Conversion Date; (iii) if the Company does not issue the press release or
file the Current Report in accordance with the provisions and the deadlines referenced Section 4.00(h); (iv) failure by the Company
for 3 days after notice has been received by the Company to comply with any material provision of this Note; (v) failure of the
Company to remain compliant with DTC, thus incurring a “chilled” status with DTC; (vi) any default of any mortgage,
indenture or instrument which may be issued, or by which there may be secured or evidenced any indebtedness, for money borrowed
by the Company or for money borrowed the repayment of which is guaranteed by the Company, whether such indebtedness or guarantee
now exists or shall be created hereafter; (vii) if the Company is subject to any Bankruptcy Event; (viii) any failure of the Company
to satisfy its “filing” obligations under Securities Exchange Act of 1934, as amended (the “1934 Act”)
and the rules and guidelines issued by OTC Markets News Service, OTCMarkets.com and their affiliates; (ix) failure of the Company
to remain in good standing under the laws of the State of Delaware; (x) any failure of the Company to provide the Holder with information
related to its corporate structure including, but not limited to, the number of authorized and outstanding shares, public float,
etc. within 1 Trading Day of request by Holder; (xi) failure by the Company to maintain the Required Reserve in accordance with
the terms of Section 1.00(e); (xii) failure of Company’s Common Stock to maintain a closing bid price in its Principal Market
for more than 3 consecutive Trading Days; (xiii) any delisting from a Principal Market for any reason; (xiv) failure by Company
to pay any of its Transfer Agent fees in excess of $2,000 or to maintain a Transfer Agent of record; (xv) failure by Company to
notify Holder of a change in Transfer Agent within 24 hours of such change; (xvi) any trading suspension imposed by the United
States Securities and Exchange Commission (the “SEC”) under Sections 12(j) or 12(k) of the 1934 Act; or (xvii)
failure by the Company to meet all requirements necessary to satisfy the availability of Rule 144 to the Holder or its assigns,
including but not limited to the timely fulfillment of its filing requirements as a fully-reporting issuer registered with the
SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website.


 




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(b) Remedies. If
an Event of Default occurs, the outstanding Principal Amount of this Note owing in respect thereof through the date of acceleration,
shall become, at the Holder’s election, immediately due and payable in cash at the “Mandatory Default Amount”.
The Mandatory Default Amount means 50% of the outstanding Principal Amount of this Note, will be automatically added to the Principal
Sum of the Note and tack back to the Effective Date for purposes of Rule 144. Commencing 5 days after the occurrence of any Event
of Default that results in the eventual acceleration of this Note, this Note shall accrue additional interest, in addition to the
Note’s “guaranteed” interest, at a rate equal to the lesser of 20% per annum or the maximum rate permitted under
applicable law. In connection with such acceleration described herein, the Holder need not provide, and the Issuer hereby waives,
any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace
period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such
acceleration may be rescinded and annulled by the Holder at any time prior to payment hereunder and the Holder shall have all rights
as a holder of the note until such time, if any, as the Holder receives full payment pursuant to this Section 2.00(b). No such
rescission or annulment shall affect any subsequent event of default or impair any right consequent thereon. Nothing herein shall
limit the Holder’s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree
of specific performance and/or injunctive relief with respect to the Issuer’s failure to timely deliver certificates representing
shares of Common Stock upon conversion of the Note as required pursuant to the terms hereof.


 


(c) Conversion Right.
At any time and from time to time after a default occurs solely due to the fact the Note is not retired on or before the Maturity
Date (“Maturity Default”), subject to the terms hereof and restrictions and limitations contained herein, the
Holder shall have the right, at the Holder’s sole option, to convert in whole or in part the outstanding and unpaid Principal Amount
under this Note into shares of Common Stock at the Maturity Default Conversion Price. The “Maturity Default Conversion
Price” shall be equal to the lower of: (a) the Conversion Price or (b) 70% of the average of the five lowest daily
VWAPs of the Company’s common stock during the 15 consecutive Trading Days prior to the date on which Holder elects to convert
all or part of the Note. For the purpose of calculating the Maturity Default Conversion Price only, any time after 4:00 pm Eastern
Time (the closing time of the Principal Market) shall be considered to be the beginning of the next Business Day. If the Company
is placed on “chilled” status with the DTC, the discount shall be increased by 10%, i.e., from 30% to
40%, until such chill is remedied. If the Company is not DWAC eligible through their Transfer Agent and DTC’s FAST system,
the discount will be increased by 5%, i.e., from 30% to 35%. In the case of both, the discount shall be a cumulative
increase of 15%, i.e., from 30% to 45%.


 




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Section 3.00 Representations and Warranties of Holder.


 


Holder hereby represents and warrants to
the Company that:


 


(a) Holder is an “accredited investor,”
as such term is defined in Regulation D of the Securities Act of 1933, as amended (the “1933 Act”), and will
acquire this Note and the Underlying Shares (collectively, the “Securities”) for its own account and not with
a view to a sale or distribution thereof as that term is used in Section 2(a)(11) of the 1933 Act, in a manner which would require
registration under the 1933 Act or any state securities laws. Holder has such knowledge and experience in financial and business
matters that such Holder is capable of evaluating the merits and risks of the Securities. Holder can bear the economic risk of
the Securities, has knowledge and experience in financial business matters and is capable of bearing and managing the risk of investment
in the Securities. Holder recognizes that the Securities have not been registered under the 1933 Act, nor under the securities
laws of any state and, therefore, cannot be resold unless the resale of the Securities is registered under the 1933 Act or unless
an exemption from registration is available. Holder has carefully considered and has, to the extent Holder believes such discussion
necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in the Securities
for its particular tax and financial situation and its advisers, if such advisors were deemed necessary, and has determined that
the Securities are a suitable investment for it. Holder has not been offered the Securities by any form of general solicitation
or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper,
magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to Holders’ knowledge,
those individuals that have attended have been invited by any such or similar means of general solicitation or advertising. Holder
has had an opportunity to ask questions of and receive satisfactory answers from the Company, or any person or persons acting on
behalf of the Company, concerning the terms and conditions of the Securities and the Company, and all such questions have been
answered to the full satisfaction of Holder. The Company has not supplied Holder any information regarding the Securities or an
investment in the Securities other than as contained in this Agreement, and Holder is relying on its own investigation and evaluation
of the Company and the Securities and not on any other information.


 


(b) The Holder is a limited liability company
duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate
power and authority to carry on its business as now conducted. The Holder is duly qualified to transact business and is in good
standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.


 


(c) All corporate action has been taken on
the part of the Holder, its officers, directors and stockholders necessary for the authorization, execution and delivery of this
Note. The Holder has taken all corporate action required to make all of the obligations of the Holder reflected in the provisions
of this Note, valid and enforceable obligations.


 




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(d) Each certificate
or instrument representing Securities will be endorsed with the following legend (or a substantially similar legend), unless or
until registered under the 1933 Act or exempt from registration:


 


THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS
THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE
144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES WHICH IS REASONABLY
SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.


 


Section 4.00 General.


 


(a) Payment of Expenses.
The Company agrees to pay all reasonable charges and expenses, including attorneys’ fees and expenses, which may be incurred by
the Holder in successfully enforcing this Note and/or collecting any amount due under this Note.


 


(b) Assignment, Etc.
The Holder may assign or transfer this Note to any related party transferee at its sole discretion. This Note shall be binding
upon the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.


 


(c) Intentionally Omitted


 


(d) Terms of Future Financings. So
long as this Note is outstanding, upon any issuance by the Company or any of its subsidiaries of any convertible security (whether
such debt begins with a convertible feature or such feature is added at a later date) with any term more favorable to the holder
of such security or with a term in favor of the holder of such security that was not similarly provided to the Holder in this Note,
then the Company shall notify the Holder of such additional or more favorable term and such term, at the Holder’s option, shall
become a part of this Note and its supporting documentation. The types of terms contained in the other security that may be more
favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, conversion look
back periods, interest rates, original issue discount percentages and warrant coverage.


 




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(e) Governing
Law; Jurisdiction.


 


(i) Governing Law.
This Note will be governed by and construed in accordance with the laws of the state of Nevada without regard to any conflicts
of laws or provisions thereof that would otherwise require the application of the law of any other jurisdiction.


 


(ii) Jurisdiction and Venue. Any
dispute or claim arising to or in any way related to this Note or the rights and obligations of each of the parties shall be brought
only in the state courts of New Jersey or in the federal courts located in New Jersey.


 


(iii) No Jury Trial. The Company
hereto knowingly and voluntarily waives any and all rights it may have to a trial by jury with respect to any litigation based
on, or arising out of, under, or in connection with, this Note.


 


(iv) Delivery of Process by the Holder
to the Company. In the event of an action or proceeding by the Holder against the Company, and only by the Holder against the
Company, service of copies of summons and/or complaint and/or any other process that may be served in any such action or proceeding
may be made by the Holder via U.S. Mail, overnight delivery service such as FedEx or UPS, email, fax, or process server, or by
mailing or otherwise delivering a copy of such process to the Company at its last known attorney as set forth in its most recent
SEC filing.


 


(v) Notices. Any notice required
or permitted hereunder (including Conversion Notices) must be in writing and either personally served, sent by facsimile or email
transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission if by facsimile
or email, and if by overnight courier the business day after such notice is deposited with the courier service for delivery.


 


(f) No Bad Actor. No officer or director
of the Company would be disqualified under Rule 506(d) of the Securities Act of 1933, as amended, on the basis of being a “bad
actor” as that term is established in the September 13, 2013 Small Entity Compliance Guide published by the SEC.


 


(g) Usury. If it shall be found that
any interest or other amount deemed interest due hereunder violates any applicable law governing usury, the applicable rate of
interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The
Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would
prohibit or forgive the Company from paying all or a portion of the principal, fees, liquidated damages or interest on this Note.


 




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(h) Securities Laws Disclosure; Publicity.
The Company shall (a) by 9:30 a.m. Eastern Time on the second Trading Day immediately following the Date of Execution, issue a
press release disclosing the material terms of the transactions contemplated hereby, or (b) file a Form 8-K Current Report (the
“Current Report”) on EDGAR with the SEC disclosing the material terms of the transactions contemplated hereby. From
and after the filing of the Current Report, the Company represents to the Holder that it shall have publicly disclosed all material,
non-public information delivered to the Holder by the Company, or any of its officers, directors, employees, or agents in connection
with the transactions contemplated by this Note. The Company and the Holder shall consult with each other in issuing any other
press releases with respect to the transactions contemplated hereby, and neither the Company nor the Holder shall issue any such
press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press
release of the Holder, or without the prior consent of the Holder, with respect to any press release of the Company, none of which
consents shall be unreasonably withheld, delayed, denied, or conditioned except if such disclosure is required by law, in which
case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding
the foregoing, the Company shall not publicly disclose the name of the Holder, or include the name of the Holder in any filing
with the SEC or any regulatory agency or Principal Market, without the prior written consent of the Holder, except to the extent
such disclosure is required by law or Principal Market regulations, in which case the Company shall provide the Holder with prior
notice of such disclosure permitted hereunder.


 


The Company agrees that this is a material
term of this Note and any breach of this Section 4.00(h) will result in a default of the Note.


 


[Signature Page to Follow.]


 




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IN WITNESS WHEREOF, the Company has caused this Fixed
Convertible Promissory Note to be duly executed on the day and in the year first above written.


 


	 	HELIX TCS, INC.
	 	 
	 	By:	                 


 


	 	Name: Scott Ogur, CFA
	 	 
	 	Title:  CFO
	 	 
	 	Email:  sogur@helixtcs.com
	 	 
	 	Address: 10200 E. Girard Ave, Suite B420, Denver, CO


 


This Fixed Convertible Promissory Note of August 15, 2019 is
accepted this 15 day of August, 2019 by


 


RedDiamond Partners, LLC


 


	By:	                    	 
	 	Name: Neil Rock	 
	 	Title: Manager	 


 


 


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