Exhibit 10.12


 


EXECUTION
COPY


 


Note:
July 11, 2016


 


NEITHER
THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE 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 COMMITMENT
FEE PROMISSORY NOTE  


 


OF


 


HEALTHLYNKED
CORP.


  


Issuance
Date: July 11, 2016


 


Total
Face Value of Note: $50,000 


 


This
Note is a duly authorized Fixed Convertible Commitment
Fee Promissory Note of HealthLynked Corp., a corporation duly organized and existing under the laws of the State of Nevada (the
“Company”), designated as the Company's 10% Fixed Convertible Commitment Fee Promissory Note due July 11, 2017
(“Maturity Date”) in the principal amount of $50,000 (the “Note”). 


 


For
Value Received, the Company hereby promises to pay to
the order of Iconic Holdings, LLC or its registered assigns or successors-in-interest (“Holder”) the
Principal Sum of $50,000 (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 been repaid or converted into
the Company's Common Stock (the “Common Stock”), in accordance with the terms hereof. If the Company pays the
Note off in full within 120 days following the Effective Date as per the pre-payment terms detailed below, the Holder agrees to
waive the 10% interest charge. This Note shall be issued pursuant to the Investment Agreement, as defined below, between the Holder
and the Company.  


 






    	 	1	 



     


    

 


In
addition to the “guaranteed” interest referenced above, and in the Event of Default pursuant to Section 2(a), additional
interest will accrue from the date of the Event of Default at the rate equal to the lower of 14% 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, the Investment
Agreement and the Irrevocable Transfer Agent Instructions (the “Effective Date”). 


 


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
    121	120%
    of Principal Amount
	121-135	130%
    of Principal Amount
	135-180



	140%
    of Principal Amount


  


After
180 days from the Effective Date this Note may not be prepaid without written consent from Holder, which consent may be withheld,
delayed or denied in Holder’s sole and absolute discretion. 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 below, the Company may not prepay the Note without written
consent of the Holder.


 


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 $.10.


 


“Investment
Agreement” shall refer to the July 11, 2016 investment agreement and associated registration rights agreement between
the Company and the Holder.


 


“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 on which the Company’s common stock is traded or quoted.


 


“S-1”
shall refer to the registration required to be filed under the Investment Agreement.


 






    	 	2	 



     


    

 


“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.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed or quoted for trading as reported by (i) Bloomberg
Financial L.P. or (ii) Stock Charts/Quote Media if the Investor does not promptly provide the Company the Bloomberg quote/pricing
charts for the days involved upon the Company’s request (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02
p.m. (New York City time)) and (b) in all other cases, the fair market value of a share of Common Stock as determined by an independent
appraiser selected  by the Investor and the Company.


 


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 as per the Conversion Formula. 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).


 


(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.


 






    	 	3	 



     


    

 


(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 $1,000 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, four times the number of shares of Common
Stock as shall be issuable (taking into account the adjustments under this Section 1, 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.


 


The
Company agrees that this is a material term of this Note and any breach of this Section 1.00(e) will result in a default of the
Note.


 


(f)          Conversion
Limitation. The Holder will not submit a conversion to the Company that would result in the Holder beneficially owning more
than 9.99% of the then total outstanding shares of the Company (the “Restricted Ownership Percentage”).


 


(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.


 






    	 	4	 



     


    

 


(h)          Shorting
and Hedging. Holder may not engage in any “shorting” or “hedging” transaction(s) in the Common Stock
at any time.


 


(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
2.00Defaults 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 later of the due date or Company’s actual knowledge of such default; (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) failure by the Company for 3 days after notice has been received by the Company to comply with any
material provision of this Note; (iv) failure of the Company to remain compliant with DTC, thus incurring a “chilled”
status with DTC; (v) if the Company is subject to any Bankruptcy Event; (vi) following the effective date of the S-1, any failure
of the Company to satisfy its “filing” obligations under Securities Exchange Act of 1934, as amended (the “1934
Act”); (vii) 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;
(viii) failure by the Company to maintain the Required Reserve in accordance with the terms of Section 1.00(e); (ix) once listed,
failure of Company’s Common Stock to maintain a closing bid price in its Principal Market for more than 3 consecutive Trading
Days; (x) once listed, any delisting from a Principal Market for any reason; (xi) failure by Company to pay any of its Transfer
Agent fees in excess of $2,000 or to maintain a Transfer Agent of record; (xii) failure by Company to notify Holder of a change
in Transfer Agent within 24 hours of such change; (xiii) any trading suspension imposed by the Securities and Exchange Commission
(“SEC”) under Sections 12(j) or 12(k) of the 1934 Act; or (xiv) following the effective date of the S-1, 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.


 


(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 140% of the outstanding Principal Amount of this Note. 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 14% 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.


 






    	 	5	 



     


    

 


(c)       Conversion
Right. At any time and from time to time, at least 180 days from the Effective Date, after an Event of Default described in
Section 2.00(a) has occurred, and 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 Conversion Price.
The “Default Conversion Price” shall be equal to 60% of the lowest daily VWAP of the Company’s
common stock during the 20 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 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 40% to 50%, 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 40% to 45%. In the case of both, the discount shall be a cumulative increase of 15%, i.e.,
from 40% to 55%.


 


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.


  






    	 	6	 



     


    

 


(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.


  


(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:


 


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
4.00General.


 


(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 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)          Funding
Window.
Purposely withheld.


 


(d)          Terms of Future Financings. Purposely withheld.




 






    	 	7	 



     


    

 


(e)          Governing
Law; Jurisdiction.


 


(i)        Governing Law. This Note will be governed by and construed in accordance with the laws of the state of California 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 California or in the federal courts located in San Diego County, California.


 


(iii)      No
Jury Trial. Both Parties 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.


 





(g)          No
Bad Actor. No officer or director of the Company or Holder 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.


 


(f)          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.


 


(g)          Automatic Discount.In the event that the S-1 is declared effective within 120 days following
the Effective Date, $20,000 will be automatically deducted from the balance of this Note. In the event that the S-1 is declared
effective within 135 days (but more than 120 days) following the Effective Date, $12,500 will be automatically deducted from the
balance of this Note. The Company agrees that the issuance of this Note is a material obligation and that the note is considered
fully earned as of the Effective Date, regardless of whether or not the Company files the S-1 or is successful in having it deemed
effective by the SEC.




  


[Signature
Page to Follow.]


 




    	 	8	 



     


    




 


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




  


	 	HealthLynked
    Corp.
	 	 	 
	 	By:	 
	 	Name:	George
    G. O’Leary
	 	Title:  	Chief
    Financial Officer
	 	Email:
    	goleary@sksconsulting.us
	 	Address:	1726
    Medical Blvd. Suite 101 
	 	 	 Naples,
    FL 34110


  


This Fixed Convertible Commitment Fee Promissory Note of July 11,
2016 is accepted this 7th day of July, 2016 by




 


Iconic
Holdings, LLC


 


	By:	 	 
	 	Name:	 
	 	Title:
    Manager	 


  




    	 	9	 



     


    

  


EXHIBIT
A


 


FORM
OF CONVERSION NOTICE


 


(To
be executed by the Holder in order to convert all or part of that certain $50,000 Fixed Convertible Commitment Fee Promissory
Note identified as the Note)







  


	DATE:	____________________________







	FROM:	Iconic Holdings, LLC







 





	 	Re:	10% $50,000 Fixed Convertible Commitment Fee Promissory Note (this “Note”) originally issued by HealthLynked Corp., a Nevada corporation, to Iconic Holdings, LLC on July 11, 2016.







 


The
undersigned on behalf of Iconic Holdings, LLC, hereby elects to convert $_______________________ of the aggregate
outstanding Principal Sum (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.0001 par value
per share, of HealthLynked Corp(the “Company”), according to the conditions hereof, as of the date written below.
If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable
with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance
therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents
as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned
will not exceed the “Restricted Ownership Percentage” contained in this Note.


 


Conversion
information:


 


	 	 
	 	Date
    to Effect Conversion
	 	 
	 	 
	 	Aggregate
    Principal Sum of Note Being Converted
	 	 
	 	 
	 	Aggregate
    Interest on Amount Being Converted
	 	 
	 	 
	 	Remaining
    Principal Balance
	 	 
	 	 
	 	Number
    of Shares of Common Stock to be Issued
	 	 
	 	 
	 	Applicable
    Conversion Price
	 	 
	 	 
	 	Signature
    
	 	 
	 	 
	 	Name
	 	 
	 	 
	 	Address


  






    	 	10	 



     


    

 


EXHIBIT
B


  


WRITTEN
CONSENT OF THE BOARD OF DIRECTORS OF


 


HealthLynked
Corp.


  


The
undersigned, being directors of HealthLynked Corp., a Nevada corporation (the “Company”), acting pursuant to the Bylaws
of the Corporation, do hereby consent to, approve and adopt the following preamble and resolutions:


  


Convertible
Note with Iconic Holdings, LLC


  


The board of directors of the Company has
reviewed and authorized the following documents relating to the issuance of a Fixed Convertible Commitment Fee Promissory Note
in the amount of $50,000 with Iconic Holdings, LLC.


  


The
documents agreed to and dated July 11, 2016 are as follows:


 


10% Fixed Convertible Commitment Fee Promissory Note of HealthLynked
Corp.


Irrevocable
Transfer Agent Instructions 


Notarized
Certificate of Corporate Secretary 


 


IN
WITNESS WHEREOF, the undersign member(s) of the board of the Company executed this unanimous written consent as of July 11, 2016.


 


	 	 
	By:
    Michael T. Dent	 
	Its:
    Chairman and CEO	 


 


	 	 
	By:
    George G O’Leary	 
	Its:
    Board Member  and CFO	 


 






    	 	11	 



     


    

 


EXHIBIT
C


 


NOTARIZED
CERTIFICATE OF CORPORATE SECRETARY OF


 


HEALTHLYNKED
CORP.


 


(Two
Pages)


 


The
undersigned, George G. O’Leary is the duly elected Corporate Secretary of HealthLynked Corp., a Nevada corporation
(the “Company”).


 


I
hereby warrant and represent that I have undertaken a complete and thorough review of the Company’s corporate and financial
books and records, including, but not limited to, the Company’s records relating to the following:


 


	 	(A)	The
issuance of that certain Convertible Commitment Fee Promissory note dated July 11, 2016 (the “Note Issuance Date”)
issued to Iconic Holdings, LLC (the “Holder”) in the stated original principal amount of $50,000 (the “Note”);






 


	 	(B)	The
    Company’s Board of Directors duly approved the issuance of the Note to the Holder;


 


	 	(C)	The
    Company has not received and does not contemplate receiving any new consideration from any persons in connection with any
    later conversion of the Note and the issuance of the Company’s Common Stock upon any said conversion;


 


	 	(D)	To
    my best knowledge and after completing the aforementioned review of the Company’s stockholder and corporate records,
    I am able to certify that the Holder (and the persons affiliated with the Holder) are not officers, directors, or directly
    or indirectly, ten percent (10.00%) or more stockholders of the Company and none of said persons has had any such status in
    the one hundred (100) days immediately preceding the date of this Certificate;


 


	 	(E)	The
    Company’s Board of Directors have approved duly adopted resolutions approving the Irrevocable Instructions to the Company’s
    Stock Transfer Agent dated July 11, 2016;


 


	 	(F)	Mark
    the appropriate selection:


  


X The
Company represents that it is not a “shell company,” as that term is defined in Section 12b-2 of the Securities
Exchange Act of 1934, as amended, and has never been a shell company, as so defined; or


  


___
The Company represents that (i) it was a “shell company,” as that term is defined in Section 12b-2 of the Securities
Exchange Act of 1934, as amended, (ii) since ______, 201__, it has no longer been a shell company, as so defined, and (iii)
on _______, 201__, it provided Form 10-type information in a filing with the Securities and Exchange Commission.


 






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	 	(G)	I
    understand the constraints imposed under Rule 144 on those persons who are or may be deemed to be “affiliates,”
    as that term is defined in Rule 144(a)(1) of the Securities Act of 1933, as amended.


 


	 	(H)	I
    understand that all of the representations set forth in this Certificate will be relied upon by counsel to Iconic Holdings,
    LLC in connection with the preparation of a legal opinion.


  


I
hereby affix my signature to this Notarized Certificate and hereby confirm the accuracy of the statements made herein.


  


	Signed:	 	 	Date: 	 
	Name:	George
    G. O’Leary	 		
	Title	CFO	 	 	 




 


SUBSCRIBED
AND SWORN TO BEFORE ME ON THIS ________ DAY OF ____________________ 2016. 


 


Commission
Expires:___________________


 





	_____________________________________________	 
	Notary Public	 



 


 


13