NEITHER
THIS NOTE
NOR THE
SECURITIES INTO
WHICH
THIS NOTE
IS CONVERTIBLE
HAVE BEEN
REGISTERED UNDER
THE SECURITIES
ACT  OF
1933, AS AMENDED
(THE “ACT”)
OR ANY
STATE SECURITIES
LAWS AND
NEITHER THIS NOTE
NOR ANY
INTEREST THEREIN
NOR THE  SECURITIES
INTO WHICH THIS NOTE
IS CONVERTIBLE MAY BE OFFERED,
SOLD, TRANSFERRED, PLEDGED
OR OTHERWISE
DISPOSED OF
EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT
AND SUCH LAWS
OR AN
EXEMPTION FROM
REGISTRATION UNDER
SUCH ACT
AND SUCH
LAWS.


 


 


CONVERTIBLE
PROMISSORY NOTE


 





	Principal Amount:
    Up to
    $500,000	Maturity Date: June 1, 2018



 


For
good and
valuable consideration,
SocialPlay
USA, Inc.,
a Nevada
Corporation (“Maker”),
hereby makes
and delivers
this Promissory Note
(this “Note”)
in favor
of CMGT,
Inc., or its
assigns (“Holder”),
on January 11,
2016 and hereby agrees
as follows: 


ARTICLE
I. 


PRINCIPAL
AND INTEREST


 


Section
1.1
For value received,
Maker promises
to pay
to Holder at
such place
as Holder
or its assigns
may designate
in writing,
in currently available
funds of the
United States,
all sums
advanced by
Holder to
Maker under
this Note, up
to a maximum
principal sum of
Five Hundred
Thousand Dollars ($500,000).
This Note is issued in exchange solely
for Holder’s surrender
of the Convertible Promissory Notes
as detailed below previously issued
to Holder from Maker,
and for no other consideration
from Holder:


 


	Issue
    Date	Maturity
    Date	Note
    Amount $
	June
    9,
    2015	June
    9,
    2016	28,000
	June
    10,
    2015	June
    10,
    2016	60,000
	June
    11,
    2015	June
    11,
    2016	30,000
	June
    15,
    2015	June
    15,
    2016	14,200
	July 1,
    2015	July
    1, 2016	35,000
	July 11,
    2015	July
    11, 2016	17,980
	August
    14,
    2015	August
    14,
    2016	28,000
	December
    1,
    2015	December
    1,
    2016	16,000
	December
    11,
    2015 (additional
    advance)	n/a	2,100
	Total		231,280


 


All
obligations of
Maker set
forth in
the Convertible Promissory
Notes detailed
above are
replaced and
superseded in their
entirety by
the terms of
this Note.




    	 	1	 



     


    

In
the discretion
of the Holder,
additional advances
in the total
maximum amount
of $500,000
may be made
to Maker
from time
to time.
Maker’s obligation
under this Note
shall accrue
interest at
the rate of
Ten Percent (10.0%)
per annum
from the
date hereof
until paid
in full. Interest
shall be computed on the basis
of a 365-day year or 366-day year, as
applicable, and actual
days lapsed.
Accrual of interest
shall commence on the first business
day to occur after the Issue
Date and continue
until payment
in full of the principal
sum has
been made or duly provided for.


 


Section
1.2


 


a.                  
All
principal
and
accrued
interest
then
outstanding
shall
be
due and
payable


by
the Maker
on or
before
June 1,
2018 (the
“Maturity
Date”).


 


b.                  
Commencing March
31, 2016
and on
the last day
of each
calendar quarter
thereafter, Maker
shall pay quarterly
payments of interest
only to Holder
on all
amounts due and
owing hereunder.


 


c.                  
All
payments
shall
be
applied first
to interest,
then to
principal
and
shall
be
credited
to
the
Maker's
account
on
the date
that such
payment
is
physically
received by the
Holder.


 


 


this
Note.


		d.	Maker
                                         shall
                                         have
                                         the
                                         right to prepay
                                         all or
                                         any part
                                         of the
                                         principal
                                         under



 


e.                  
This Note
is free
from all
taxes, liens, claims
and encumbrances
with respect
to the issue thereof and
shall not
be subject to
preemptive rights
or other
similar rights of
shareholders of
the Maker and
will not impose
personal liability upon
the holder thereof.


 


 


ARTICLE
II.


CONVERSION
RIGHTS; CONVERSION
PRICE


 


Section
2.1Conversion.
The Holder
or its assigns
shall have
the right,
from time to
time, at
any time following
the Issuance
Date of this
Note, to
convert any part
of the outstanding interest
or Principal Amount of this Note
into fully paid and non-assessable
shares of Common Stock of the Maker (the “Conversion
Stock”) at the Conversion
Price determined as
provided herein. Promptly after
delivery to Maker of a Notice of Conversion of Convertible
Note in the form attached hereto
as Exhibit 1, properly completed
and duly executed by the Holder or its
assigns (a “Conversion Notice”),
the Maker shall issue and deliver
to or upon the order of the Holder that number of shares
of Common Stock for the that portion of this
Note to be converted as
shall be determined in accordance
herewith.


 


No
fraction of
a share or
scrip representing a
fraction of a
share will be issued on conversion,
but the number of
shares issuable shall
be rounded
to the
nearest whole
share. The date
on which
Notice of
Conversion is
given (the
“Conversion Date”)
shall be
deemed to
be the
date on
which the Holder
delivers the Notice
of Conversion
duly executed to the Maker.
Certificates representing Common Stock
upon conversion will be delivered
to the Holder within
five (5) trading days from the date the Notice
of Conversion is delivered to the Maker.
Delivery of




    	 	2	 



     


    

shares
upon conversion
shall be made
to the address
specified by
the Holder
or its assigns
in the Notice
of Conversion.


 


Section
2.2
Conversion; Ownership Limitation
and Waiver. The
number of  shares
 of Common
Stock to be
issued upon each
conversion of this
Note shall
be determined
by dividing


(i)   
the amount
of Principal
and interest
to be converted
by (ii)
the Conversion Price,
provided, however,
that in no
event shall the
Holder be
entitled to convert
any portion
of this Note
in excess
of that portion of
this Note upon
conversion of which
the sum
of (1) the number
of shares of Common Stock beneficially
owned by the Holder and
its affiliates (other than shares
of Common Stock which may be
deemed beneficially owned through the
ownership of the unconverted
portion of the
Notes or
the unexercised
or unconverted
portion of any other
security of the Maker subject to a limitation on conversion
or exercise analogous to the limitations
contained herein) and
(2) the number of shares of
Common Stock issuable upon the conversion of
the portion of
this Note with respect
to which the
determination of
this proviso is being
made, would result
in beneficial ownership by
the Holder and
its affiliates of more
than 4.99% of the outstanding shares
of Common Stock of the Maker.


 


The
limitations
on conversion may
be waived
by the
Holder upon,
at the
election of
the Holder,
not less than
61 days’ prior
notice to
the Maker, and
the provisions of
the conversion
limitation shall continue
to apply until such 61st day
(or such later date, as determined
by the Holder, as
may be specified in such
notice of waiver).


Section
2.3.
Conversion Price.
The Conversion Price
shall equal sixty
percent (60%)
of the Market
Price (as defined
herein). “Market
Price” means
the average of
the lowest
three (3) Trading Prices
(as defined below) for the Maker’s
common stock during the ten (10) Trading
Day period ending on the latest complete
Trading Day prior to the Conversion Date.
“Trading Price” means the closing
bid price reported on the electronic
marketplace operated by OTC
Markets, Inc., or, if the electronic
marketplace operated by
OTC Markets,
Inc. is not the principal
trading market for such security,
the closing bid price of such
security on the principal securities
exchange or trading market where such
security is listed or traded. If
the Trading Price cannot be calculated
for such security on such
date in the manner provided above,
the Trading Price shall
be the fair market value
as mutually determined by the Maker
and the Holder. “Trading
Day”
shall mean
any day on which
the Maker’s
common stock
is tradable
for any period on the electronic
marketplace operated by OTC
Markets, Inc., or on the principal securities exchange
or other securities market on
which the Maker’s common stock
is then being traded.


(a)                
Reorganization,
Reclassification,
Merger, Consolidation
or Disposition
of Assets.
In case
the Maker
shall reorganize
its capital,
reclassify its capital
stock, consolidate
or merge
with or into another corporation
(where the Maker
is not the surviving corporation
or where there is a
change in
or distribution with respect to the Common
Stock of the Maker),
or sell, transfer
or otherwise dispose
of all or
substantially all its
property, assets
or business
to another corporation
and, pursuant to the terms of
such reorganization, reclassification,
merger, consolidation or disposition
of assets, shares of common
stock of the successor or
acquiring corporation, or any cash,
shares of stock
or other securities or property
of any nature whatsoever (including
warrants or other subscription or purchase
rights) in addition to or in lieu
of common stock of the successor
or acquiring corporation
(“Other Property”),
are to
be received by or
distributed to the holders
of Common Stock
of the Maker,
then Holder
shall have
the right
thereafter to
receive,




    	 	3	 



     


    

upon
conversion of
this Note,
the number of
shares of
common stock
of the successor
or acquiring
corporation or
of the Maker,
if it is
the surviving
corporation, and
Other Property
receivable upon or
as a result of such
reorganization, reclassification, merger,
consolidation or disposition of assets
by a holder of the number of shares
of Common Stock into which this Note
is convertible immediately prior to such
event. In case of any
such reorganization,
reclassification, merger, consolidation
or disposition of assets, the successor
or acquiring corporation (if other than the Maker)
shall expressly assume the due and punctual observance
and performance of each and
every covenant and condition
of this Note to be performed
and observed by the Maker and
all the obligations and liabilities
hereunder, subject to such
modifications as may be deemed
appropriate (as determined in
good faith by resolution of the Board
of Directors of the Maker)
in order to provide for adjustments of the number of shares
of common stock
into which this Note is convertible
which shall be as
nearly equivalent
as practicable to the adjustments
provided for in this Section
2.3(a). For purposes
of this Section 2.3(a), “common
stock of the successor or acquiring
corporation” shall
include stock of such corporation
of any class which
is not preferred as to dividends
or assets over any
other class of stock
of such corporation
and which is
not subject to redemption
and shall also
include any evidences of indebtedness,
shares of
stock or
other securities which
are convertible into or
exchangeable for any such
stock, either immediately or upon the
arrival of a specified date or the happening of a specified
event and any warrants or other
rights to subscribe for or purchase
any such stock.
The foregoing provisions of this
Section 2.3(a) shall
similarly apply to successive reorganizations,
reclassifications, mergers, consolidations
or disposition of assets.


 


(b)                
Subsequent
Sales of
Common Stock. If
the Maker
at any time
sells, grants any
option to purchase,
otherwise disposes
of, or issues
(or announces
any sale,
grant, or any
option to purchase
or other disposition)
any Common Stock
of the Corporation
at an effective
price per share
that is lower
than the conversion
price then in
effect (such
lower price,
the “Base
Conversion Price” and such
issuances collectively,
a “Dillutive Issuance”),
then the Conversion Price
shall be reduced
to equal the
lower of:
(i) Base
Conversion Price,
or (ii) sixty percent
(60%) of the
Market Price
at the
time of the
conversion. The following shall
not be considered
a Dilutive Issuance
hereunder:


 


		i.	Shares
                                         of
                                         common stock
                                         issuable upon
                                         a forward
                                         split, share
                                         dividend, or
                                         any subdivision
                                         applicable to
                                         the Maker’s
                                         common stock;



		ii.	Shares
                                         of
                                         common stock
                                         issued or
                                         issuable to
                                         employees, officers, or
                                         directors of,
                                         or consultants
                                         to, the
                                         Company as
                                         compensation;



		iii.	Shares
                                         of
                                         common stock
                                         issued or
                                         issuable
                                         in connection
                                         with a
                                         merger,
                                         acquisition,
                                         technology or
                                         intellectual
                                         property license,
                                         collaboration, research,
                                         development or similar
                                         agreement, or strategic
                                         business partnerships or joint
                                         ventures.



(c)                
Notice of
Adjustment.
Whenever the number
of shares
of Common Stock
or number or
kind of securities
or other property
issuable upon the
conversion of this
Note or
the Conversion Price is adjusted,
as herein provided, the Maker
shall promptly mail by registered
or certified mail, return
receipt requested, to
the Holder of
this Note notice
of such
adjustment or







    	 	4	 



     


    

adjustments
setting forth
the number of shares
of Common Stock
(and other securities
or property)
issuable upon
the conversion
of this Note
and the Conversion
Price of such
shares of Common
Stock (and
other securities
or property)
after such
adjustment, setting
forth a brief
statement of the facts
requiring such adjustment and setting
forth the computation
by which such adjustment was
made. Such
notice, in the
absence of
manifest error, shall
be conclusive evidence of the
correctness of such adjustment.


 


Section
2.4.
Restrictions on
Securities.
This Note
has been
issued by
the Maker
pursuant to the
exemption from
registration under
the Securities Act
of 1933, as
amended (the “Act”).
None of
this Note or the shares
of Common Stock issuable upon conversion
of this Note may
be offered, sold or otherwise
transferred unless (i) they first
shall have been
registered under the Act and
applicable state securities laws
or (ii) the Maker shall have
been furnished with an
opinion of legal counsel (in
form, substance and scope reasonably
acceptable to Maker) to the effect
that such sale
or transfer is exempt from
the registration requirements
of the Act. Each
certificate for shares of
Common Stock issuable upon
conversion of
this Note
that have not
been so
registered and that have not
been sold pursuant to an
exemption that permits removal
of the applicable legend, shall
bear a legend substantially in the following form, as
appropriate:


 


THE
SECURITIES REPRESENTED
HEREBY HAVE
NOT BEEN
REGISTERED UNDER
THE SECURITIES
ACT OF 1933
(THE “ACT”).
THE SECURITIES
REPRESENTED HEREBY
MAY NOT
BE OFFERED,
SOLD OR
OTHERWISE TRANSFERRED UNLESS
THEY ARE REGISTERED
UNDER THE ACT
AND APPLICABLE STATE SECURITIES
LAWS, OR SUCH OFFERS,
SALES AND TRANSFERS
ARE MADE
PURSUANT TO
AN AVAILABLE EXEMPTION
FROM THE REGISTRATION
REQUIREMENTS OF THOSE
LAWS.


 


Upon
the request
of a holder
of a certificate
representing any
shares of
Common Stock issuable
upon conversion
of this Note,
the Maker shall
remove the foregoing
legend from
the certificate
or issue to
such Holder
a new
certificate free
of any transfer
legend, if (a)
with such
request, the Maker
shall have received
an opinion of counsel, reasonably
satisfactory to the Maker
in form, substance
and scope, to
the effect
that any such
legend may be
removed from
such certificate
or


(b) 
a registration
statement under
the Act
covering such
securities is
in effect. Section
2.5. Reservation
of Common Stock.


(a)                
The Maker
covenants that
during the period
the Note
is outstanding,
it will


reserve
from its
authorized and unissued
Common Stock a
sufficient number of
shares to provide
for the issuance
of Common Stock
of the Maker
upon the Conversion
of the
Note. The
Maker further
covenants that
its issuance
of this Note
shall constitute
full authority to
its officers
who are
charged with the duty of executing
stock certificates to execute
and issue the necessary certificates
for shares of Common Stock of
the Maker issuable upon the conversion
of this Note. The Maker will
take all such reasonable action
as may be necessary to assure
that such shares of Common Stock
may be issued as provided
herein without violation of
any applicable law or regulation,
or of any requirements of OTC Markets,
Inc. (or such
other principal market upon which
the Common Stock of the Maker
may be listed or quoted).


 




    	 	5	 



     


    

(b)                
The Maker
shall not
by any
action, including,
without limitation,
amending its
certificate of incorporation
or through
any reorganization, transfer
of assets, consolidation,
merger, dissolution,
issue or
sale of
securities or
any other voluntary
action, avoid
or seek
to avoid the
observance or performance
of any of
the terms
of this Note,
but will
at all
times in good faith
assist in the carrying out of all
such terms and
in the taking of all
such actions as may be
necessary or appropriate to
protect the rights
of Holder
against impairment. Without limiting the
generality of the foregoing,
the Maker
will (a) not
increase the par
value of any shares
of Common Stock issuable
upon the conversion
of this Note
above the amount
payable therefor
upon such conversion immediately prior
to such increase in par value, (b) take all
such action as may be necessary
or appropriate in order that
the Maker may validly
and legally issue fully
paid and nonassessable shares of
Common Stock upon the conversion of this
Note, and (c) use
its best efforts to
obtain all
such authorizations,
exemptions or consents
from any public regulatory body
having jurisdiction thereof as
may be necessary to enable the
Maker to perform its obligations
under this Note.


 


(c)                
Upon the
request of
Holder, the
Maker will
at any
time during the
period this Note
is outstanding acknowledge
in writing,
in form
reasonably satisfactory
to Holder,
the continuing
validity of this Note and
the obligations of the Maker hereunder.


 


(d)               
Before taking
any action
which would
cause an
adjustment reducing
the current
Conversion Price
below the then par value,
if any,
of the shares
of Common Stock issuable
upon conversion
of the Notes,
the Maker
shall take any
corporate action
which may
be necessary
in order that
the Maker
may validly and legally issue
fully paid and non-assessable shares
of such Common Stock at such
adjusted Conversion Price.


 


(e)                
Before taking
any action
which would
result in
an adjustment in
the number of
shares of
Common Stock into
which this
Note is
convertible or
in the Conversion
Price, the Maker
shall obtain all
such authorizations
or exemptions thereof,
or consents thereto,
as may be necessary
from any public regulatory body
or bodies having
jurisdiction thereof.


 


(f)                 
If at
any time
the Maker does
not have a
sufficient number of
authorized and
available shares
of Common Stock
for issuance
upon conversion
of the Note,
then the Maker
shall call
and hold
a special meeting of its stockholders
within forty-five (45) days of that
time for the sole purpose of increasing
the number of authorized shares of Common Stock. 


 


ARTICLE
III. 


REPRESENTATIONS
AND WARRANTIES


 


Section
3.1.
The Holder
represents and
warrants to
the Maker:


 


(a)                
The Holder
of this Note,
by acceptance
hereof, agrees
that this Note
is being
acquired for
investment and that
such Holder will
not offer, sell
or otherwise
dispose of
this Note
or the Common
Stock issuable
upon conversion hereof
except under circumstances
that will not result
in a violation
of the
Act or any
application state
securities laws or similar
laws relating to the sale
of securities;


 




    	 	6	 



     


    

(b)                
That Holder
understands that none
of this Note
or the Common
Stock issuable
upon conversion
hereof have
been registered
under the Securities
Act of 1933,
as amended
(the “Act”),
in reliance
upon the exemptions
from the
registration provisions
of the Act
and any continued
reliance on such exemption is predicated on the
representations of the Holder set
forth herein;


 


(c)                
Holder (i)
has adequate
means of providing
for his current
needs and
possible contingencies,
(ii) has
no need
for liquidity in
this investment,
(iii) is able
to bear
the substantial
economic risks
of an investment
in this Note
for an indefinite
period, (iv) at
the present
time, can afford a complete
loss of such investment, and
(v) does not have an
overall commitment to investments
which are not readily marketable
that is disproportionate to Holder’s
net worth, and Holder’s
investment in this Note will
not cause such
overall commitment to become
excessive;


 


(d)               
Holder is
an “accredited
investor” (as defined
in Regulation
D promulgated
under the
Act) and
the Holder’s
total investment
in this Note
does not exceed
10% of the
Holder’s net
worth; and


 


(e)                
Holder recognizes
that an investment
in the Maker
involves significant
risks and
only investors who
can afford
the loss of
their entire
investment should
consider investing in the
Maker and
this Note.


 


Section
3.2The
Maker represents and
warrants to
Holder:


 


(a)                
Organization and
Qualification. The Maker
and each
of its Subsidiaries
(as defined
below), if
any, is
a corporation
duly organized, validly
existing and
in good
standing under
the laws
of the jurisdiction
in which
it is
incorporated, with
full power and authority
(corporate and other)
to own, lease, use and operate
its properties and to carry on its business
as and where now owned,
leased, used, operated and
conducted. The Maker and each
of its Subsidiaries is duly qualified
as a foreign corporation to do business
and is in good standing in every
jurisdiction in
which its ownership
or use of
property or the nature
of the business
conducted by it makes
such qualification necessary
except where the failure
to be so qualified or in good
standing would not have a Material
Adverse Effect. “Material
Adverse Effect” means any material
adverse effect on the business,
operations, assets, financial condition or prospects
of the Maker
or its Subsidiaries,
if any,
taken as a
whole, or
on the transactions
contemplated hereby or by the agreements or instruments to
be entered into in connection
herewith. “Subsidiaries” means
any corporation or other organization,
whether incorporated or unincorporated,
in which the Maker owns, directly
or indirectly, any
equity or other ownership interest.


 


(b)                
Authorization; Enforcement.
(i) The Maker
has all requisite
corporate power
and authority
to enter into
and perform
this Note
and to
consummate the
transactions contemplated
hereby and
thereby and to
issue the Common Stock, in
accordance with
the terms
hereof, (ii)
the execution and
delivery of this Note
by the Maker
and the
consummation by it
of the transactions contemplated
hereby and
thereby (including without limitation,
the issuance of
the Note and
the issuance and
reservation for issuance of
the Common Stock issuable upon
conversion or exercise hereof)
have been
duly authorized by the
Maker’s Board
of Directors
and no
further consent
or







    	 	7	 



     


    

authorization
of the
Maker, its Board
of Directors,
or its shareholders
is required,
(iii) this Note
has been
duly executed
and delivered
by the
Maker by
its authorized
representative, and
such authorized
representative is
the true and
official representative
with authority to
sign this
Note and the other documents
executed in connection herewith
and bind the Maker accordingly,
and


(iv)
this Note
constitutes, a
legal, valid
and binding obligation
of the Maker
enforceable against
the Maker
in accordance with
its terms.


 


(c)                
Issuance of
Shares. The Conversion
Shares are duly
authorized and
reserved for issuance
and, upon conversion
of the Note
in accordance
with its
respective terms,
will be validly issued,
fully paid and non-assessable,
and free from
all taxes, liens, claims
and encumbrances with respect
to the issue thereof
and shall not be subject to
preemptive rights or other similar
rights of
shareholders of the
Maker and
will not impose
personal liability upon the holder thereof.


 


(d)               
Acknowledgment of
Dilution.
The Maker
understands and
acknowledges the potentially
dilutive effect
to the Common
Stock upon the
issuance of
the Conversion Shares
upon conversion
of this Note.
The Maker further
acknowledges that its
obligation to
issue Conversion Shares
upon conversion of this Note
is absolute and unconditional regardless
of the dilutive effect that such issuance
may have on the ownership interests
of other shareholders of the Maker.


 


(e)                
No Conflicts.
The execution,
delivery and
performance the Note
by the
Maker and
the consummation by
the Maker of
the transactions contemplated hereby
(including, without
limitation, the issuance and
reservation for issuance of the Conversion
Shares) will not (i) conflict
with or result in a violation
of any provision of the Articles
of Incorporation or By-laws of the Maker,
or (ii) violate or conflict with,
or result in a
breach of any provision of, or
constitute a default (or an
event which with notice
or lapse of time or both could become
a default) under, or give
to others any
rights of termination, amendment,
acceleration or cancellation
of, any agreement, indenture,
patent, patent license
or instrument to which
the Maker or any
of its Subsidiaries is a party,
or (iii) result in a violation
of any law, rule, regulation,
order, judgment or decree (including
federal and
state securities
laws and
regulations and regulations of
any self-regulatory organizations to
which the Maker or its securities
are subject) applicable to the
Maker or any of
its Subsidiaries or by which
any property or asset of the Maker
or any of its Subsidiaries is
bound or affected (except
for such conflicts, defaults, terminations,
amendments, accelerations, cancellations
and violations as would not,
individually or in the aggregate, have
a Material Adverse Effect).
Neither the Maker nor any of
its Subsidiaries is in violation
of its Certificate of Incorporation,
By-laws or other organizational
documents and neither the Maker
nor any of its Subsidiaries is
in default (and no event
has occurred which with
notice or lapse of time or both could put the Maker
or any of its
Subsidiaries in default)
under, and neither the Maker nor any
of its Subsidiaries has
taken any action
or failed to take any action
that would give to others any
rights of termination, amendment,
acceleration or cancellation
of, any agreement,
indenture or instrument
to which the Maker
or any
of its Subsidiaries is a
party or by
which any property or
assets of the Maker
or any of its
Subsidiaries is
bound or affected,
except for possible defaults
as would not,
individually or in the aggregate,
have a Material Adverse
Effect. The businesses of the
Maker and
its Subsidiaries, if
any, are not being
conducted, and shall not be conducted
so long as the Buyer




    	 	8	 



     


    

owns
any of the
Securities, in
violation of
any law, ordinance
or regulation
of any governmental
entity. Except
as specifically
contemplated by
this Agreement
and as
required under
the 1933 Act
and any applicable state
securities laws, the Maker is
not required to obtain any
consent, authorization or order of, or make any
filing or registration with,
any court, governmental
agency, regulatory agency, self regulatory organization
or stock market or any
third party in order for it to execute,
deliver or perform any of its
obligations under this Agreement,
the Note in accordance with
the terms hereof or thereof or
to issue and sell the Note in accordance
with the terms
hereof and to issue
the Conversion Shares
upon conversion of the Note.
All consents, authorizations,
orders, filings
and registrations
which the
Maker is
required to
obtain pursuant
to the preceding
sentence have
been obtained
or effected on
or prior to
the date
hereof. The Maker
and its Subsidiaries are
unaware of any
facts or
circumstances which might
give rise
to any of the foregoing.


 


ARTICLE
IV. 


EVENTS
OF
DEFAULT


 


Section
4.1.
 Default. 
The following events
shall be defaults
under this Note:
(“Events of Default”):


 


(a)                
default in
the due and
punctual payment
of all
or any part
of any
payment of interest
or the Principal
Amount as
and when
such amount
or such part
thereof shall
become due and
payable hereunder;
or


 


(b)                
failure on
the part of the
Maker duly
to observe or
perform in
all material respects
any of the
covenants or
agreements on
the part
of the Maker
contained herein
(other than
those covered
by clause (a) above) for a period
of 10 business days
after the date on
which written notice specifying
such failure, stating that such
notice is a “Notice of
Default” hereunder and
demanding that the Maker remedy the
same, shall have been
given by the
Holder by registered or certified
mail, return receipt requested,
to the Maker;
or


 


(c)                
any representation, warranty
or statement
of fact
made by the
Maker herein
when made or
deemed to
have been
made, false
or misleading
in any
material respect;
provided, however,
that such failure shall
not result in an Event
of Default to the extent it is
corrected by the Maker within
a period of 5 business days after
the date on which written notice
specifying such failure, stating
that such notice is a “Notice
of Default” hereunder and demanding
that the Maker remedy same, shall
have been given
by the Holder by registered
or certified
mail, return receipt requested;
or


 


(d)               
any of the
following actions by
the Maker pursuant
to or within
the meaning title
11, U.S.
Code or any
similar federal
or state
law for the
relief of
debtors (collectively,
the “Bankruptcy Law”):
(A) commencement of a voluntary case or proceeding,
(B) consent to the entry of an order for relief against
it in an involuntary case
or proceeding, (C) consents to the appointment
of a receiver, trustee, assignee,
liquidator or similar official under
any Bankruptcy Law
(each, a “Custodian”),
of it or
for all
or substantially all of
its property,
(D) a general assignment for
the benefit of its creditors, or (E)
admission in writing its
inability to pay its
debts as the same become
due; or




    	 	9	 



     


    

(e)                
entry by
a court of
competent jurisdiction
of an order
or decree under
any Bankruptcy
Law that:
(A) is for
relief against
the Maker
in an
involuntary case,
(B) appoints
a Custodian of the Maker or for all
or substantially all of the property
of the Maker,
or (C) orders the liquidation
of the Maker, and such order or decree
remains unstayed and
in effect for 60 days; or


 


(f)                 
The Maker
shall fail
to comply with
the reporting requirements
of the Exchange
Act; and/or
the Maker
shall cease
to be
subject to
the reporting requirements
of the Exchange
Act; or


 


(g)                
the Maker
shall: (i) fail
to maintain quotation
or listing
of its Common Stock on
at least
one of the
electronic marketplace
operated by
OTC Markets,
Inc., the Nasdaq
National Market,
the Nasdaq
Small Cap
Market, the
New York
Stock Exchange, or the
NYSE MKT
for any period of
two (2) Trading
Days or longer;
or (ii) be suspended
from trading on any market
or electronic quotation system
upon which the Common Stock of the Maker may be listed
or quoted for any period of time;
or (iii) at any
time, be designated as “Caveat
Emptor,” or any equivalent successor
to such designation, by
OTC Markets, Inc.


 


Section
4.2.
Remedies Upon
Default. Upon
the occurrence
of an
event of
default by
Maker under
this Note,
then, in addition
to all
other rights and
remedies at
law or in
equity, Holder
may exercise
any one or more of the
following rights and remedies:


 


a.                  
Accelerate the
time for payment
of all amounts
payable under
this Note
by written
notice thereof
to Maker,
whereupon all
such amounts
shall be immediately
due and
payable.


 


		b.	Pursue
                                         any
                                         other rights
                                         or
                                         remedies available
                                         to Holder
                                         at
                                         law
                                         or in
                                         equity.



 


Section
4.3.
Payment of
Costs. The Maker
shall reimburse
the Holder,
on demand,
for any
and all
reasonable costs
and expenses,
including reasonable attorneys’
fees and
disbursement and court
costs, incurred by the Holder in
collecting or otherwise
enforcing this Note or in attempting
to collect or enforce this Note.


 


Section
4.4.
Powers and
Remedies Cumulative;
Delay or Omission
Not Waiver of
Default. No
right or
remedy herein conferred
upon or reserved
to the Holder
is intended to
be exclusive of any other right
or remedy available to Holder
under applicable law, and
every such right and remedy
shall, to
the extent permitted
by law,
be cumulative
and in addition
to every other
right and
remedy given
hereunder or now
or hereafter existing at
law or in equity or
otherwise. The assertion or employment
of any right or remedy
hereunder, or otherwise, shall
not prevent the concurrent assertion
or employment of any other appropriate
right or remedy. No delay or
omission of the Holder
to exercise
any right
or power accruing upon any
Default occurring
and continuing as
aforesaid shall impair any
such right or power
or shall be construed to
be a waiver of
any such
Default or
an acquiescence
therein; and every
power and
remedy given by this
Note or by
law may be exercised from
time to time, and as often
as shall be deemed expedient, by
the Holder.




    	 	10	 



     


    

Section
4.5.
Waiver of Past
Defaults. The Holder
may waive
any past
default or
Event of
Default hereunder
and its
consequences but
no such waiver
shall extend to
any subsequent
or other default or Event of
Default or impair any
right consequent thereon.


 


Section
4.6.
Waiver of Presentment
etc. The Maker
hereby waives presentment,
demand, notice,
protest and
all other demands
and notices in
connection with
the delivery,
acceptance, performance
and enforcement
of this Note,
except as specifically
provided herein.


 


ARTICLE
V. 


MISCELLANEOUS


 


Section
5.1.
Notices. Any
notice herein required
or permitted to
be given
shall be in writing
and may
be personally
served or delivered
by courier
or sent
by United
States mail and
shall be deemed
to have
been given
upon receipt
if personally served
(which shall
include telephone
line facsimile
transmission) or sent by
courier or three (3) days after
being deposited in the United States
mail, certified, with postage
pre-paid and properly addressed,
if sent by mail. Both
the Holder or
its assigns
and the
Maker shall
specify in writing
the address
for service
by delivery of written
notice to the other as herein
provided.


 


Section
5.2.
Amendment. This
Note and
any provision hereof
may be amended
only by
an instrument
in writing
signed by the
Maker and
the Holder.


 


Section
5.3.
Assignability. This
Note shall
be binding upon
the Maker
and its successors
and assigns
and shall
inure to
be the benefit
of the Holder
and its
successors and
assigns; provided,
however, that so
long as no
Event of Default
has occurred, this Note
shall only be transferable in
whole subject to the restrictions
contained in the restrictive legend
on the first page of this Note.


 


Section
5.4.
Governing Law.
This Note
shall be
governed by
the internal laws
of the State
of Nevada,
without regard
to conflicts
of laws
principles.


 


Section
5.5.
Replacement of
Note.
The Maker covenants
that upon receipt
by the
Maker of
evidence reasonably satisfactory
to it of the
loss, theft, destruction
or mutilation
of this Note,
and in case
of loss, theft or
destruction, of indemnity or security reasonably satisfactory to
it (which shall not include the
posting of any
bond), and upon surrender and
cancellation of such Note, if
mutilated, the Maker will
make and deliver a
new Note of like tenor.


 


Section
5.6.
This Note shall
not entitle
the Holder
to any
of the
rights of
a stockholder
of the Maker,
including without
limitation, the
right to
vote, to receive
dividends and
other distributions, or
to receive
any notice
of, or to
attend, meetings
of stockholder or
any other proceedings
of the Maker, unless and to the
extent converted into shares
of Common Stock in accordance
with the terms hereof.


 


Section
5.7.
Severability. In
case any
provision of this
Note is held
by a
court of
competent jurisdiction
to be excessive
in scope or
otherwise invalid or unenforceable,
such provision shall be adjusted
rather than voided, if possible,
so that it is
enforceable to the maximum
extent




    	 	11	 



     


    

possible,
and the validity
and enforceability of
the remaining provisions
of this Note
will not in any
way be affected or impaired thereby.


 


Section
 5.8. Headings. The
headings  of the
sections of this
Note are inserted
for convenience only and
do not affect
the meaning of such
section.


 


Section
5.9.  Counterparts.  This
Note may be
executed in multiple
counterparts, each of
which shall be an
original, but all of which shall
be deemed to constitute on instrument.


 


IN
WITNESS WHEREOF, with
the intent to
be legally bound
hereby, the Maker
as executed this Note
as of the
date first written above.


 





	SocialPlay USA, Inc.	Acknowledged
by holder:
	  

         

         

        By: /s/ Chitan Mistry

        Chitan Mistry, President and CEO

        
	 

         

         

        By: /s/ Authorized Signatory

        Authorized Signatory







  







    	 	12	 



     


    

 


EXHIBIT
1 


CONVERSION
NOTICE


 


____________________________________


(To
be executed
by
the
Holder
in
order to
Convert
the
Note) 


TO:


 


 


The
undersigned  hereby 
irrevocably elects
to convert
US$___of the
Principal Amount
of the above
Note into Shares
 of  Common
 Stock of SocialPlay USA, Inc.,
according to the conditions
stated therein, as
of the Conversion Date
written below. If shares
are to be issued in the name of
a person other than the 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 Maker
in accordance therewith.
No fee will
be charged to the Holder for
any conversion, except for such
transfer taxes, if any.


 


Conversion
Date:   ____________


 


Applicable
Conversion Price: $ ____________


  


Signature:____________


 


 


Name:____________


 


 


Address:____________


 


  


Tax
I.D. or Soc. Sec. No:____________


 


 


Principal
Amount to be converted:


US$
____________


 


Amount
of Note unconverted:


US$
____________


 


Number
of shares of Common Stock to be issued:  ____________


 



    	 	13