Exhibit 4.28


 


PROMISSORY
NOTE


 


	February 1, 2017	$3,800,000.00




 


FOR
VALUE RECEIVED, and subject to the terms and conditions set forth herein, MINN SHARES INC., a Delaware corporation, on behalf
of itself and its successors and assigns (collectively, the “Maker”), hereby unconditionally promises to pay
to the order of Danny R. Cuzick (the “Noteholder,” and together with the Maker, the “Parties”),
the principal amount of THREE MILLION EIGHT HUNDRED THOUSAND AND 00/100 DOLLARS ($3,800,000) (the “Loan”),
together with all accrued interest thereon, as provided in this Promissory Note (the “Note,” as the
same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms).


 


1. Definitions. Capitalized terms used herein
and not defined elsewhere in this Note shall have the meanings set forth in this Section 1.


 


“Default
Rate” means the Interest Rate plus five percent (5%) per annum.


 


“Event
of Default” has the meaning set forth in Section 5.


 


“Governmental
Authority” means the government of any nation or any political subdivision thereof, whether at the national, state,
territorial, provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central
bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of,
or pertaining to, government (including any supranational bodies such as the European Union or the European Central Bank).


 


“Interest
Rate” means the rate equal to seven and one-half percent (7.5%) per annum, unless the Default Rate is applicable.


 


“Law” as
to any Person means any law (including common law), statute, ordinance, treaty, rule, regulation, policy or requirement of any
Governmental Authority and authoritative interpretations thereon, whether now or hereafter in effect, in each case, applicable
to or binding on such Person or any of its properties or to which such Person or any of its properties is subject.


 


“Loan” has
the meaning set forth in the introductory paragraph.


 


“Maker” has the meaning set forth in the introductory
paragraph.


 


“Maturity
Date” means the earlier of (a) the date that is ten days after the initial closing of the Private Offering; (b)
December 31, 2017; and (c) the date on which all amounts under this Note shall become due and payable pursuant to Section 6.



 






     


     


    

 


“Note” has
the meaning set forth in the introductory paragraph.


 


“Noteholder” has
the meaning set forth in the introductory paragraph.


 


“Order” as
to any Person, means any order, decree, judgment, writ, injunction, settlement agreement, requirement or determination of an arbitrator
or a court or other Governmental Authority, in each case, applicable to or binding on such Person or any of its properties or
to which such Person or any of its properties is subject.


 


“Parties” has
the meaning set forth in the introductory paragraph.


 


“Person” means
any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership,
unincorporated organization, Governmental Authority or other entity.


 


“Private
Offering” means a private offering of capital stock of Maker, including any extended or supplemental offering, for raising
funds in an amount not less than $10,000,000 from investors.


 


2. 
Final Payment Date; Optional Prepayments.


 


2.1 
Final Payment Date. The aggregate unpaid principal amount of the Loan, all accrued and unpaid interest and all other amounts
payable under this Note shall be due and payable on the Maturity Date.


 


2.2 
Optional Prepayment. The Maker may prepay the Loan in whole or in part at any time or from time to time without penalty
or premium by paying the principal amount to be prepaid and all accrued interest thereon to the date of prepayment. No prepaid
amount may be reborrowed.


 


3. 
Interest.


 


3.1 
Interest Rate. Except as otherwise provided herein, the outstanding principal amount of the Loan made hereunder shall bear
interest at the Interest Rate from the date of this Note until the Loan is paid in full, whether at maturity, upon acceleration,
by prepayment or otherwise.


 


3.2 
Interest Payment Dates. Interest shall be payable in arrears to the Noteholder monthly on the first day of each month,
with the first interest payment due March 1, 2017.


 


3.3 
Default Interest. If any payment of principal or interest hereof is more than 30 calendar days delinquent, whether or not
notice of default has been given, and at the option of the Noteholder by written notice to Maker, Maker shall pay interest on
the entire principal balance and any other amounts due under this Note at the rate equal to the Default Rate. The Default Rate
shall be computed from the date which is 30 days following the date the payment was due, and shall continue until the payment
is made. Amounts of interest accrued at the Default Rate shall constitute part of the Loan. This paragraph, however, shall not
be construed as an agreement or privilege to extend the date of the payment of the Loan, or as a waiver of any other right or
remedy accruing to Noteholder by reason of the occurrence of any Event of Default.


 






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3.4 
Computation of Interest. All computations of interest shall be made on the basis of a year of 365/366 days, as the case
may be, and the actual number of days elapsed. Interest shall accrue on the Loan beginning on the date hereof, and shall not accrue
on the Loan on the day on which it is paid.


 


4. 
Payment Mechanics.


 


4.1 
Manner of Payment. All payments of interest and principal shall be made in lawful money of the United States of America
on the date on which such payment is due, without set-off or deduction of any kind, by cashier’s check delivered to the
address as set forth in, or otherwise provided pursuant to, the notice provisions hereof or by wire transfer of immediately available
funds to the Noteholder’s account at a bank specified by the Noteholder to the Maker from time to time.


 


4.2 
Application of Payments. All payments made hereunder shall be applied first, to the payment of any fees or charges outstanding
hereunder, second, to accrued interest and third, to the payment of the principal amount outstanding under the Note.


 


4.3 
Business Day Convention. Whenever any payment to be made hereunder shall be due on a day that is not a Business Day, such
payment shall be made on the next succeeding Business Day and such extension will be taken into account in calculating the amount
of interest payable under this Note.


 


5. 
Events of Default. The occurrence of any
of the following shall constitute an Event of Default hereunder:


 


5.1 
Failure to Pay. The Maker fails to pay any amount of the Loan within ten calendar days after the date Noteholder gives
notice that the amount is due.


 


5.2 
Late Fee. If any installment payable under this Note (including the final installment due on the Maturity Date) is not
received by Noteholder on or prior to ten calendar days after the same is due (without regard to any applicable cure or notice
period, and regardless of whether notice of the failure to pay has been given), Maker shall pay to Noteholder upon demand an amount
equal to two percent (2%) of such unpaid sum to defray the expenses incurred by Maker in handling and processing such delinquent
payment and to compensate Maker for the loss of the use of such delinquent payment.


 






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5.3 
Bankruptcy.  


 


(a) 
the Maker commences any case, proceeding or other action (i) under any existing or future law relating to bankruptcy, insolvency,
reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate
it as bankrupt or insolvent, or other relief with respect to him or his debts, or (ii) seeking appointment of a receiver, trustee,
custodian, conservator or other similar official for it or for all or any substantial part of his assets, or the Maker makes a
general assignment for the benefit of his creditors;


 


(b) 
there is commenced against the Maker any case, proceeding or other action of a nature referred to in clause (a) above which (i)
results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged
or unbonded for a period of sixty days;


 


(c) 
there is commenced against the Maker any case, proceeding or other action seeking issuance of a warrant of attachment, execution
or similar process against all or any substantial part of his assets which results in the entry of an order for any such relief
which has not been vacated, discharged, or stayed or bonded pending appeal within sixty days from the entry thereof;


 


(d) 
the Maker takes any action in furtherance of, or indicating his consent to, approval of, or acquiescence in, any of the acts set
forth in clause (a), (b) or (c) above; or


 


(e) 
the Maker is generally not, or is unable to, or admits in writing his inability to pay his debts as they become due.


 


6. 
Remedies. Upon the occurrence of an Event
of Default and at any time thereafter during the continuance of such Event of Default, the Noteholder may, at his option by written
notice to the Maker, (a) declare the entire principal amount of this Note, together with all accrued interest thereon and all
other amounts payable hereunder, immediately due and payable and/or (b) exercise any or all of his rights, powers or remedies
under applicable law; provided, however that, if an Event of Default described in Section 5.3 shall occur, the principal
of and accrued interest on the Loan shall become immediately due and payable without any notice, declaration or other act on the
part of the Noteholder.


 






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7. 
Miscellaneous.


 


7.1 
Notices.  


 


(a) 
All payments, notices, requests or other communications required or permitted to be delivered hereunder shall be delivered in
writing to such address as a Party may from time to time specify in writing.


 


(b) 
Notices shall be deemed to have been given (i) if mailed by certified or registered mail, four days after the date of mailing,
(ii) if hand delivered, on the date of delivery, (iii) if sent by overnight courier service, on the day after the date of delivery
to the courier, (iv) if sent by facsimile during the recipient’s normal business hours of the recipient, on the day sent
(and if sent after normal business hours, on the opening of the recipient’s business on the next day that is not a Saturday,
Sunday or federal legal holiday) and (v) if sent by email, on the sender’s receipt of an acknowledgment from the intended
recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgment).


 


7.2 
Governing Law. This Note and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise)
based upon, arising out of or relating to this Note and the transactions contemplated hereby shall be governed by the laws of
the State of Arizona.


 


7.3 
Submission to Jurisdiction.


 


(a) 
The Maker hereby irrevocably and unconditionally (i) agrees that any legal action, suit or proceeding arising out of or relating
to this Note may be brought in the federal or state courts of the State of Arizona located in Maricopa County, and (ii) submits
to the jurisdiction of any such court in any such action, suit or proceeding, and (iii) agrees that the venue for any such action,
suit or proceeding shall be only in such courts. Final judgment against the Maker in any action, suit or proceeding shall be conclusive
and may be enforced in any other jurisdiction by suit on the judgment.


 


(b) 
Nothing in this Section 7.3 shall affect the right of the Noteholder to (i) commence legal proceedings or otherwise
sue the Maker in any other court having jurisdiction over the Maker or (ii) serve process upon the Maker in any manner authorized
by the laws of any such jurisdiction.


 


7.4 
Waiver of Jury Trial. THE MAKER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED
HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY.


 






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7.5 
Counterparts; Integration; Effectiveness. This Note and any amendments, waivers, consents or supplements hereto may be
executed in counterparts, each of which shall constitute an original, but all taken together shall constitute a single contract.
This Note constitutes the entire contract between the Parties with respect to the subject matter hereof and supersede all previous
agreements and understandings, oral or written, with respect thereto. Delivery of an executed counterpart of a signature page
to this Note by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery
of a manually executed counterpart of this Note.


 


7.6 
Waiver of Notice. The Maker hereby waives presentment, demand for payment, protest, notice of dishonor, notice of protest
or nonpayment, notice of acceleration of maturity and diligence in connection with the enforcement of this Note or the taking
of any action to collect sums owing hereunder.


 


7.7 
Amendments and Waivers. No term of this Note may be waived, modified or amended except by an instrument in writing signed
by both of the parties hereto. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific
purpose given.


 


7.8 
Headings. The headings of the various Sections and subsections herein are for reference only and shall not define, modify,
expand or limit any of the terms or provisions hereof.


 


7.9 
No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising on the part of the Noteholder, of any
right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.


 


7.10 
Severability. If any term or provision of this Note is invalid, illegal or unenforceable in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other term or provision of this Note or invalidate or render unenforceable
such term or provision in any other jurisdiction.


 


[Signature
page follows.]


  






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IN
WITNESS WHEREOF, the Maker has executed this Note as of date first written above.


 


	 	MINN
    SHARES INC. 
	 	 
	 	By:	/s/
    John Yeros
	 	Name:	John
    Yeros
	 	Title:	CEO


  


Accepted
and agreed to by:


  


	/s/
    Danny R. Cuzick	 
	Danny
    R. Cuzick	 


 


 


 


Signature
Page to Promissory Note