Exhibit 10.19


 


 


BRIDGE PROMISSORY NOTE


 











	Principal Amount: Up to $50,000	Original Issue Date: 	March 9, 2018




 


 


FOR VALUE RECEIVED, the undersigned,
theglobe.com, inc, a Delaware corporation (the “Borrower”), with offices located at 1500 Cordova Road,
Suite 302, Fort Lauderdale, Florida, hereby promises to pay to Delfin Midstream LLC (the “Holder”), on
order, without demand, in lawful currency of the United States of America, the principal sum of Fifty Thousand Dollars and 00/100
($50,000.00) (the “Loan”), in accordance with the provisions of this promissory note (this “Note”):


 


1.       Maturity
Date. This Note shall be DEMAND NOTE thereby allowing the Lender to call the Note at any time for any reason or
no reason whatsoever requiring the immediate repayment of all principal and accrued and unpaid interest (the “Maturity
Date”).


 


2.       Prepayment.
This Note may be prepaid in whole or part at any time prior to the Maturity Date without consent of the Holder.


 


3.       Interest
Rate. Interest shall accrue on the unpaid principal balance of this Note at a rate of eight percent (8%) per annum. and
be payable on the Maturity Date, calculated on a 365/366 day year, as applicable.


 


4.       Default
Interest Rate. The entire unpaid principal balance of the Loan shall bear interest until paid at an annual rate equal to
ten percent (10%) (the “Default Rate”) upon each of the following:


 


(a)       after
the occurrence and during the continuation of any Event of Default during the term of this Note, regardless of whether the Holder
also elects to accelerate the maturity of the Loan; or


 


(b)       from
and after demand for payment has been made by the Holder after the Maturity Date in the event the Loan has not been paid in full
on or before the Maturity Date;


 


provided, however,
that after judgment all such sums shall bear interest at the lesser of the Default Rate or the greatest rate allowed by applicable
law for judgments. Any amount of interest which shall be due and owing pursuant to this Section shall be paid on the daily outstanding
balance of principal evidenced by this Note and shall be based upon a 365-day year for the actual number of days for which interest
is payable, but such interest shall never exceed the maximum rate of interest
permitted under applicable law. 


 


5.       Maximum
Interest Rate. In no event shall any agreed to or actual exaction charge, reserved or taken as an advance or forbearance
by the Holder as consideration, exceed the maximum interest rate permitted by law applicable from time to time to the Loan for
the use or detention of money or for forbearance in seeking its collection; and the Holder hereby waives any right to demand such
excess. If the interest provisions of this Note or any exactions provided for in this Note shall result at any time or for any
reason in an effective rate of interest that transcends the maximum interest rate permitted by applicable law (if any), then without
further agreement or notice, the obligation to be fulfilled shall be automatically reduced to such limit and all sums received
by the Holder in excess of those lawfully collectible as interest shall be applied against the principal of the Loan immediately
upon the Holder’s receipt thereof, with the same force and effect as though the Borrower had specifically designated such
extra sums to be so applied to principal and the Holder had agreed to accept such extra payment(s) as a premium-free prepayment
or prepayments.


 






     


     


    

 


6.       Events
of Default. The entire unpaid principal balance of the Loan and all other sums owing under this Note, shall at the option
of the Holder become immediately due and payable without notice or demand upon the occurrence of any one or more of the following
events (“Events of Default”):


 


(a)       The
failure of the Borrower to pay the principal or other sum when due, which remains unpaid for thirty (30) calendar days; or


 


(b)       The
Borrower shall make an assignment for the benefit of creditors, file a petition in bankruptcy, apply to or petition any tribunal
for the appointment of a custodian, receiver, intervenor or trustee for the Borrower or a substantial part of the Borrower’s
assets; or


 


(c)       The
Borrower shall commence any proceeding under any bankruptcy, arrangement or readjustment of debt law or statute of any jurisdiction,
whether now or hereafter in effect; or if any such petition or application shall have been filed or proceeding commenced against
the Borrower or if any such custodian, receiver, intervenor or trustee shall have been appointed.


 


7.       Rights
and Remedies of Holder. The occurrence of any Event of Default shall allow the Holder, with written notice to Borrower,
to: (a) accelerate the maturity of this Note and demand immediate payment of all outstanding principal and other sums due hereunder,
and (b) immediately exercise and pursue any rights, privileges, remedies and powers as provided herein or under law. The
Holder’s rights, privileges, remedies and powers, as provided in this Note are cumulative and concurrent, and may
be pursued singly, successively or together against the Borrower at the sole discretion of the Holder. Additionally, the Holder
may resort to every other right or remedy available at law and in equity without first exhausting the rights and remedies contained
herein, all in the Holder’s sole discretion. The Holder’s delay in exercising or failure to exercise any rights or
remedies to which the Holder may be entitled if any Event of Default occurs shall not constitute a waiver of any of the Holder’s
rights or remedies with respect to that or any subsequent Event of Default, whether of the same or a different nature, nor shall
any single or partial exercise of any right or remedy by the Holder preclude any other or further exercise of that or any other
right or remedy. No waiver of any right or remedy by the Holder shall be effective unless made in writing and signed by the Holder,
nor shall any waiver on one occasion apply to any future occasion, but shall be effective only with respect to the specific occasion
addressed in that signed writing.


 


8.       Waiver
and Consent. Except as otherwise provided herein, to the fullest extent permitted by law, the Borrower hereby: (a) waives
demand, presentment, protest, notice of dishonor, suit against or joinder of any other person, and all other requirements necessary
to charge or hold the Borrower liable with respect to the Loan; (b) waives any right to immunity or exemption of any property,
wherever located, from garnishment, levy, execution, seizure or attachment prior to or in execution of judgment, or sale under
execution or other process for the collection of debts; (c) submits to the jurisdiction of the state and federal courts in the
State of Florida for purposes of any action or proceeding under this Note; (d) agrees that the venue of any such action or proceeding
may be laid in Palm Beach County, Florida and waives any claim that the same is an inconvenient forum. Until the Holder receives
all sums due under this Note in immediately available funds, the Borrower shall not be released from liability with respect to
the Loan unless the Holder expressly releases the Borrower in a writing signed by the Holder.


 






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9.       Documentary
Stamp Tax. Within twenty (20) days of the date of this Note, the Borrower shall remit the documentary stamp tax due
on this Note in the amount of One Hundred Seventy Five Dollars and 00/100 ($175.00) to the Florida Department of Revenue by
filing a Form DR-228.


 


10.       Costs,
Indemnities and Expenses. The Borrower agrees to pay all filing fees and similar charges and all costs incurred by the
Holder in collecting or securing or attempting to collect or secure the Loan, including reasonable attorneys’ fees, whether
or not involving litigation and/or appellate, administrative or bankruptcy proceedings. In addition to the payment of the documentary
stamp taxes due on this Note, the Borrower agrees to pay any applicable intangible taxes or other taxes (except for federal or
state income or franchise taxes based on the Holder’s net income) which may now or hereafter apply to this Note or any payment
made in respect of the Loan, and the Borrower agrees to indemnify and hold the Holder harmless from and against any liability,
costs, attorney’s fees, penalties, interest or expenses relating to any such taxes, as and when the same may be incurred.


 


11.       Order
of Payments. Except as otherwise required by law, payments received by the Holder hereunder shall be applied first against
expenses and indemnities and next to accrued but unpaid interest followed by a reduction of the outstanding principal balance of
the Loan, except that during the continuance of any Event of Default, the Holder may apply such payments in any order of priority
determined by the Holder in its exclusive judgment.


 


12.       Governing
Law. This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida. each
of the parties hereto hereby consents to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction
located in Palm Beach county,
STATE OF FLORIDA, solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of
the transactions contemplated herein, and hereby waives, and agrees not to assert, as a defense in any action for the interpretation
or enforcement hereof, that it is not subject thereto or that such action may not be brought or is not maintainable in said courts
or that the venue thereof may not be applicable or that this Agreement may not be enforced in or by said courts, and the parties
hereto irrevocably agree that all claims with respect to such action shall be heard and determined in said courts. The parties
hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute.


 


13.       Notice.
Any notices, requests, demands and other communications required or permitted to be given hereunder shall be given in writing and
shall be deemed to have been duly given when delivered by hand, five (5) days following the date of deposit in the United States
mail, by registered or certified mail, postage prepaid, return receipt requested, or on the delivery date shown on a written verification
of delivery provided by a reputable private delivery service, if addressed to the mailing address as set forth in the preamble
to this Note or such other address as last provided to the sender by the addressee in accordance with this Section.


 


14.       Assignability.
This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its
successors and assigns. This Note may not be assigned by either party without the prior written consent of the other party.


 


 






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15.       Amendment
Provision. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument
as originally executed, or if later amended or supplemented, then as so amended or supplemented.


 


16.       Severability.
If any part of this Note is adjudged illegal, invalid or unenforceable, such invalidity or unenforceability shall not affect any
other provision of this Note that can be given effect without such provision.


 


[Signature Page Follows]


 


 




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IN WITNESS WHEREOF,
the Borrower has caused this Note to be signed in its name as of the date first above written.


 


 





	 	Theglobe.com, a Delaware corporation	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 	 	/s/ William “Rusty” Nichols	 
	 	 	Name: 	William “Rusty” Nichols	 
	 	 	Title:	Chief Executive Officer	 










 


 








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