EXHIBIT
10.67


 


THIS
NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT
TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE
STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION
OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE
WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 


 


CONVERTIBLE
PROMISSORY NOTE


 


CPN
#2018-A1


 


	Note
    Series:  	2018A
	 	 
	Date
    of Note:  	March
    20, 2018
	 	 
	Principal
    Amount of Note:  	$15,0000


 


For
value received DELTA INTERNATIONAL OIL & GAS, INC., a Delaware corporation
(the “Company”), promises to pay to the undersigned holder or such party’s assigns (the “Holder”)
the principal amount set forth above with simple interest on the outstanding principal amount at the rate of 6% per annum. Interest
shall commence with the date hereof and shall continue on the outstanding principal amount until paid in full or converted. Interest
shall be computed on the basis of a year of 365 days for the actual number of days elapsed. All unpaid interest and principal
shall be due and payable the upon request of the Holder on or after the date which is 3 years from the Date of Note, as listed
above (the “Maturity Date”).


 


1. Basic Terms.


 


(a)
Series of Notes. This convertible promissory note (the “Note”) is issued as part of a series
of notes designated by the Note Series above (collectively, the “Notes”), and having an aggregate principal
amount not to exceed $500,000 and issued on or before December 31, 2018 in a series of multiple closings to certain persons and
entities (collectively, the “Holders”). The Company shall maintain a ledger of all Holders.


 


(b)
Payments. All payments of interest and principal shall be in lawful money of the United States of America and shall
be made pro rata among all Holders. All payments shall be applied first to accrued interest, and thereafter to principal.


 


(c) Prepayment. The Company may prepay this Note, without premium or penalty, at any time prior to the Maturity Date without
the consent of the Holder.


 






     


     


    

 


2.
Conversion and Repayment.


 


(a)
Procedure for Conversion. In connection with any conversion of this Note into capital stock, the Holder shall
surrender this Note to the Company and deliver to the Company a written Notice of Conversion. The Company shall not be
required to issue or deliver the capital stock into which this Note may convert until the Holder has surrendered this Note to
the Company and delivered to the Company a written Notice of Conversion. Upon the conversion of this Note into capital stock
pursuant to the terms hereof, in lieu of any fractional shares to which the Holder would otherwise be entitled, the Company
shall round each such fraction up to the nearest whole share


 


(b)
Conversion Price. Subject to a written Notice of Conversion, and the limitations specified in subsection (d) below,
the Holder shall be entitled, at its option, and sole discretion, to convert, at any time after 180 days following the issue
date of this note, and from time to time thereafter, until payment in full of this Note, all or any part of the principal
amount of the Note, plus accrued interest, into shares (the "Conversion Shares") of the Company's common stock, par
value $0.0001 per share ("Common Stock"), at the price per share (the "Conversion Price"). The Conversion
Price shall be the number that is equal to Two US Cents (US $0.02) per share.


 


(c)
Limitation on Conversion.  


 


(i)
Notwithstanding the above, in no event, shall a Holder of be allowed to convert any portion of this Note into Common Stock
which, upon giving effect to such conversion, would cause the aggregate number of shares of Common Stock beneficially owned by
the Holder, and/or its affiliates, to exceed four and nine tenths percent (4.9%) of the currently issued and outstanding shares
of the Corporation.


 


(ii) In
reference to any Notice of Conversion under this Note, the Holder shall affirm in its written Notice of Conversion,
under penalty of perjury, the exact number of shares held by the Holder on the date of the notice, and the Company shall have
the right to reduce any demand for conversion by a number such that the total number of shares of Common Stock held by the
Holder after conversion will not exceed four and nine tenths percent (4.9%) of the currently issued and outstanding shares of
Common Stock of the Corporation.


 


(d)
Change of Control. If the Company consummates a Change of Control (as defined below) while this Note remains outstanding,
the Company shall repay the Holder in cash in an amount equal to the outstanding principal amount of this Note plus any unpaid
accrued interest on the original principal. For purposes of this Note, a “Change of Control” means (i)
a consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate
reorganization, other than any such consolidation, merger or reorganization in which the shares of capital stock of the Company
immediately prior to such consolidation, merger or reorganization continue to represent a majority of the voting power of the
surviving entity immediately after such consolidation, merger or reorganization; (ii) any transaction or series of related transactions
to which the Company is a party in which in excess of 50% of the Company’s voting power is transferred; or (iii) the sale
or transfer of all or substantially all of the Company’s assets, or the exclusive license of all or substantially all of
the Company’s material intellectual property; provided that a Change of Control shall not include any transaction or series
of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor,
indebtedness of the Company is cancelled or converted or a combination thereof. The Company shall give the Holder notice of a
Change of Control not less than 10 days prior to the anticipated date of consummation of the Change of Control. Any repayment
pursuant to this paragraph in connection with a Change of Control shall be subject to any required tax withholdings and may be
made by the Company (or any party to such Change of Control, or its agent) following the Change of Control in connection with
payment procedures established in connection with such Change of Control. Notwithstanding the above, any transaction between the
Company and American Green, Inc. shall not be a Change of Control for the purposes of this Note.


 






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3.
Protection Against Dilution And Other Adjustments.


 


(a) Capital Adjustments. If Company shall at any time prior to the expiration of this Warrant subdivide the Common Stock,
by split-up or stock split, or otherwise, or combine its Common Stock, or issue additional shares of its Common Stock as a dividend,
the number of Conversion Shares issuable upon the exercise of this Note shall forthwith be automatically increased proportionately
in the case of a subdivision, split or stock dividend, or proportionately decreased in the case of a combination. Appropriate
adjustments shall also be made to the Conversion Price and other applicable amounts, but the aggregate purchase price payable
for the total number of Conversion Shares purchasable under this Note (as adjusted) shall remain the same. Any adjustment under
this Section 3(a) shall become effective automatically at the close of business on the date the subdivision or combination
becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of
such dividend.


 


(b)
Reclassification, Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change
in the capital stock of Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 3(a)
above), then Company shall make appropriate provision so that Holder shall have the right at any time prior to the expiration
of this Note to purchase, at a total price equal to that payable upon the exercise of this Note, the kind and amount of shares
of stock and other securities and property receivable in connection with such reclassification, reorganization, or change by a
holder of the same number of shares of Common Stock as were purchasable by Holder immediately prior to such reclassification,
reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of Holder
so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property
deliverable upon exercise hereof, and appropriate adjustments shall be made to the Conversion Price, provided the Aggregate Conversion
Price payable shall remain the same.


 


(c)
Dilutive Issuances. If the Company at any time while this Note is outstanding shall issue any convertible debt (“Convertible
Debt”) entitling any person to acquire shares of Common Stock, at an effective price per share less than the then Conversion
Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”)
or if the holder of any Common Stock or Common Stock equivalents (‘Common Stock Equivalents”) issued in connection
therewith shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise
or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance,
be entitled to receive shares of Common Stock at an effective price per share which is less than the Conversion Price (such issuance
shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion
Price shall be reduced to equal the Base Share Price and the number of Conversion Shares issuable hereunder shall be increased
such that the Aggregate Conversion Price Payable hereunder, after taking into account the decrease in the Conversion Price, shall
be equal to the Aggregate Conversion Price prior to such adjustment. Such adjustment shall be made whenever such Convertible Debt
or Common Stock Equivalents constituting a Dilutive Issuance are issued. If any of such Convertible Debt or Common Stock Equivalents
are cancelled or expire prior to conversion or exercise, the Conversion Price shall be readjusted to the amount calculated as
if such Convertible Debt or Common Stock Equivalents had not been issued. Notwithstanding the foregoing, no adjustments shall
be made, paid or issued under this Section 3(c) in respect of an Exempt Issuance. Exempt Issuances shall not include (1) shares
of Common Stock and options, warrants or other rights to purchase Common Stock issued or issuable to employees, officers or directors
of, or consultants or advisors to, the Company or any subsidiary pursuant to stock grants, restricted stock purchase agreements,
option plans, purchase plans, incentive programs or similar arrangements; (2) shares of Common Stock issued upon the exercise
or conversion of Common Stock Equivalents outstanding at the issue date of this Note; (3) shares of Common Stock issued or
issuable pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets
or other reorganization or to a joint venture agreement, provided, that such issuances are unanimously approved by the Company’s
Board of Directors; and (4) shares of Common Stock issued or issuable in connection with sponsored research, collaboration,
technology license, development, OEM, marketing or other similar agreements or strategic partnerships unanimously approved by
the Company’s Board of Directors.


 






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4. Representations and Warranties.


 


(a)
Representations and Warranties of the Company.  The Company hereby represents and warrants to the Holder as
of the date the first Note was issued as follows:


 


(i)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware. The Company has the requisite corporate power to own and operate its properties
and assets and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified and is
authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities
and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure
to do so would not have a material adverse effect on the Company or its business (a “Material Adverse Effect”).


 


(ii)
Corporate Power. The Company has all requisite corporate power to issue this Note and to carry out and perform its
obligations under this Note. The Company’s Board of Directors (the “Board”) has approved the
issuance of this Note based upon a reasonable belief that the issuance of this Note is appropriate for the Company after
reasonable inquiry concerning the Company’s financing objectives and financial situation.


 


(iii)
Authorization. All corporate action on the part of the Company, the Board and the Company’s stockholders
necessary for the issuance and delivery of this Note has been taken. This Note constitutes a valid and binding obligation of
the Company enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy,
insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws. Any
securities issued upon conversion of this Note (the “Conversion Securities”), when issued in
compliance with the provisions of this Note, will be validly issued, fully paid, nonassessable, free of any liens or
encumbrances and issued in compliance with all applicable federal and securities laws.


 


(iv)
Governmental Consents. All consents, approvals, orders or authorizations of, or registrations, qualifications,
designations, declarations or filings with, any governmental authority required on the part of the Company in connection with
issuance of this Note has been obtained.


 


(v)
Compliance with Laws. To its knowledge, the Company is not in violation of any applicable statute, rule, regulation,
order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct
of its business or the ownership of its properties, which violation of which would have a Material Adverse Effect.


 






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(vi)
Compliance with Other Instruments. The Company is not in violation or default of any term of its certificate of
incorporation or bylaws, or of any provision of any mortgage, indenture or contract to which it is a party and by which it is
bound or of any judgment, decree, order or writ, other than such violation(s) that would not have a Material Adverse Effect.
The execution, delivery and performance of this Note will not result in any such violation or be in conflict with, or
constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument,
judgment, decree, order or writ or an event that results in the creation of any lien, charge or encumbrance upon any assets
of the Company or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license,
authorization or approval applicable to the Company, its business or operations or any of its assets or properties. Without
limiting the foregoing, the Company has obtained all waivers reasonably necessary with respect to any preemptive rights,
rights of first refusal or similar rights, including any notice or offering periods provided for as part of any such rights,
in order for the Company to consummate the transactions contemplated hereunder without any third party obtaining any rights
to cause the Company to offer or issue any securities of the Company as a result of the consummation of the transactions
contemplated hereunder.


 


(vii)
Offering. Assuming the accuracy of the representations and warranties of the Holder contained in subsection (b)
below, the offer, issue, and sale of this Note and the Conversion Securities (collectively, the
“Securities”) are and will be exempt from the registration and prospectus delivery requirements of
the Act, and have been registered or qualified (or are exempt from registration and qualification) under the registration,
permit or qualification requirements of all applicable state securities laws.


 


(viii)
Use of Proceeds. The Company shall use the proceeds of this Note solely for the operations of its business, and not
for any personal, family or household purpose.


 


(b) Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company as of the date
hereof as follows:


 


(i)
Purchase for Own Account. The Holder is acquiring the Securities solely for the Holder’s own account and
beneficial interest for investment and not for sale or with a view to distribution of the Securities or any part thereof, has
no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise
distributing the same, and does not presently have reason to anticipate a change in such intention.


 


(ii)
Information and Sophistication. Without lessening or obviating the representations and warranties of the Company
set forth in subsection (a) above, the Holder hereby: (A) acknowledges that the Holder has received all the information the
Holder has requested from the Company and the Holder considers necessary or appropriate for deciding whether to acquire the
Securities, (B) represents that the Holder has had an opportunity to ask questions and receive answers from the Company
regarding the terms and conditions of the offering of the Securities and to obtain any additional information necessary to
verify the accuracy of the information given the Holder and (C) further represents that the Holder has such knowledge and
experience in financial and business matters that the Holder is capable of evaluating the merits and risk of this
investment.


 


(iii)
Ability to Bear Economic Risk. The Holder acknowledges that investment in the Securities involves a high degree of
risk, and represents that the Holder is able, without materially impairing the Holder’s financial condition, to hold
the Securities for an indefinite period of time and to suffer a complete loss of the Holder’s investment.


 






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(iv) Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder further
agrees not to make any disposition of all or any portion of the Securities unless and until:


 


(1)
There is then in effect a registration statement under the Act covering such proposed disposition and such disposition
is made in accordance with such registration statement; or


 


(2) The Holder shall have notified the Company of the proposed disposition and furnished the Company with a detailed statement
of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall have furnished
the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration
under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance
with Rule 144 under the Act, except in unusual circumstances.


 


(3)
Notwithstanding the provisions of paragraphs (1) and (2) above, no such registration statement or opinion of counsel
shall be necessary for a transfer by the Holder to a partner (or retired partner) or member (or retired member) of the Holder
in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any
spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent
as if they were the Holders hereunder.


 


(v)
Accredited Investor Status. The Holder is an “accredited investor” as such term is defined in Rule 501 under
the Act.


 


(vi)
defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)), the
Holder hereby represents that he, she or it has satisfied itself as to the full observance of the laws of the Holder’s jurisdiction
in connection with any invitation to subscribe for the Securities or any use of this Note, including (A) the legal requirements
within the Holder’s jurisdiction for the purchase of the Securities, (B) any foreign exchange restrictions applicable to
such purchase, (C) any governmental or other consents that may need to be obtained, and (D) the income tax and other tax consequences,
if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities. The Holder’s subscription,
payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the
Holder’s jurisdiction.


 


(vii)
Forward-Looking Statements. With respect to any forecasts, projections of results and other forward-looking
statements and information provided to the Holder, the Holder acknowledges that such statements were prepared based upon
assumptions deemed reasonable by the Company at the time of preparation. There is no assurance that such statements will
prove accurate, and the Company has no obligation to update such statements.


 


5. Events of Default.


 


(a)
If there shall be any Event of Default (as defined below) hereunder, at the option and upon the declaration of the Holder
and upon written notice to the Company (which election and notice shall not be required in the case of an Event of Default under
subsection (ii) or (iii) below), this Note shall accelerate and all principal and unpaid accrued interest shall become due and
payable. The occurrence of any one or more of the following shall constitute an “Event of Default”:


 


(i) The
Company fails to pay timely any of the principal amount due under this Note on the date the same becomes due and payable or
any unpaid accrued interest or other amounts due under this Note on the date the same becomes due and payable;


 






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(ii)
The Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or
any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit
of creditors or takes any corporate action in furtherance of any of the foregoing; or


 


(iii)
An involuntary petition is filed against the Company (unless such petition is dismissed or discharged within 60 days under
any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee or assignee for the benefit of creditors
(or other similar official) is appointed to take possession, custody or control of any property of the Company).


 


(b)
In the event of any Event of Default hereunder, the Company shall pay all reasonable attorneys’ fees and court costs
incurred by the Holder in enforcing and collecting this Note.


 


6. Miscellaneous Provisions.


 


(a)
Waivers. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.


 


(b)  Further Assurances. The Holder agrees and covenants that at any time and from time to time the Holder will promptly
execute and deliver to the Company such further instruments and documents and take such further action as the Company may reasonably
require in order to carry out the full intent and purpose of this Note and to comply with state or federal securities laws or
other regulatory approvals.


 


(c)
Transfers of Notes. This Note may be transferred only upon its surrender to the Company for registration of
transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in a form satisfactory to the
Company. Thereupon, this Note shall be reissued to, and registered in the name of, the transferee, or a new Note for like
principal amount and interest shall be issued to, and registered in the name of, the transferee. Interest and principal shall
be paid solely to the registered holder of this Note. Such payment shall constitute full discharge of the Company’s
obligation to pay such interest and principal.


 


(d)
Amendment and Waiver. Any term of this Note may be amended or waived with the written consent of the Company and
the Holder.


 


(e)
Governing Law. This Note shall be governed by and construed under the laws of the State of Delaware, as applied to
agreements among Delaware residents, made and to be performed entirely within the State of Delaware, without giving effect to
conflicts of laws principles.


 


(f)
Binding Agreement. The terms and conditions of this Note shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties. Nothing in this Note, expressed or implied, is intended to confer upon any
third party any rights, remedies, obligations or liabilities under or by reason of this Note, except as expressly provided in
this Note.


 


(g)
Counterparts; Manner of Delivery. This Note may be executed in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile,
electronic mail (including pdf or any electronic signature complying with the U.S. Federal ESIGN Act of 2000, Uniform Electronic
Transactions Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have
been duly and validly delivered and be valid and effective for all purposes.


 






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(h) Titles and Subtitles. The titles and subtitles used in this Note are used for convenience only and are not to be considered
in construing or interpreting this Note.


 


(i)
Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i)
upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during
normal business hours of the recipient, if not, then on the next business day, (iii) five days after having been sent by
registered or certified mail, return receipt requested, postage prepaid, or (iv) one day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications to a
party shall be sent to the party’s address set forth on the signature page hereto or at such other address(es) as such
party may designate by 10 days’ advance written notice to the other party hereto.


 


(j)
Expenses. The Company and the Holder shall each bear its respective expenses and legal fees incurred with respect to
the negotiation, execution and delivery of this Note and the transactions contemplated herein.


 


(k)
 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to the
Holder, upon any breach or default of the Company under this Note shall impair any such right, power or remedy, nor shall it
be construed to be a waiver of any such breach or default, or any acquiescence therein, or of or in any similar breach or
default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or
default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or
character by the Holder of any breach or default under this Note, or any waiver by the Holder of any provisions or conditions
of this Note, must be in writing and shall be effective only to the extent specifically set forth in writing and that all
remedies, either under this Note, or by law or otherwise afforded to the Holder, shall be cumulative and not alternative.
This Note shall be void and of no force or effect in the event that the Holder fails to remit the full principal amount to
the Company within five calendar days of the date of this Note.


 


(l)
Entire Agreement. This Note constitutes the full and entire understanding and agreement between the parties with regard
to the subjects hereof, and no party shall be liable or bound to any other party in any manner by any representations, warranties,
covenants and agreements except as specifically set forth herein.


 


(m)
Exculpation among Holders. The Holder acknowledges that the Holder is not relying on any person, firm or corporation,
other than the Company and its officers and Board members, in making its investment or decision to invest in the Company.


 


(n)
Senior Indebtedness. The indebtedness evidenced by this Note is subordinated in right of payment to the prior
payment in full of any Senior Indebtedness in existence on the date of this Note or hereafter incurred. “Senior
Indebtedness” shall mean, unless expressly subordinated to or made on a parity with the amounts due under this
Note, all amounts due in connection with (i) indebtedness of the Company to banks or other lending institutions regularly
engaged in the business of lending money (excluding venture capital, investment banking or similar institutions and their
affiliates, which sometimes engage in lending activities but which are primarily engaged in investments in equity
securities), and (ii) any such indebtedness or any debentures, notes or other evidence of indebtedness issued in exchange for
such Senior Indebtedness, or any indebtedness arising from the satisfaction of such Senior Indebtedness by a
guarantor.


 


(o) Broker’s Fees. Each party hereto represents and warrants that no agent, broker, investment banker, person or firm
acting on behalf of or under the authority of such party hereto is or will be entitled to any broker’s or finder’s
fee or any other commission directly or indirectly in connection with the transactions contemplated herein. Each party hereto
further agrees to indemnify each other party for any claims, losses or expenses incurred by such other party as a result of the
representation in this subsection being untrue.


 


[Signature
pages follow]


 






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The
parties have executed this Convertible Promissory Note as of the date first
noted above.


 





	 	COMPANY:
	 	 	 
	
         
	DELTA INTERNATIONAL OIL & GAS, INC.
	 	 	 
	 	By:	 
	 	Name:	Santiago Peralta
	 	Title:	Chief Executive Officer
	 	 	 
	 	E-mail:	 
	 	 	 
	 	Address:	16427 North Scottsdale Road Suite 410
	 	 	Scottsdale, Arizona 85254
	 	 	 
	Name of Holder:  	HOLDER (if an entity):
	 	 	 
	 	By:	     
	 	Name:	 
	 	Title:	 
	 	 	 
	 	E-mail:	 
	 	 	 
	 	Address:	 
	 	 	 
	 	HOLDER (if an individual):
	 	 	 
	Name of Holder:  	    	 
	 	 	 
	Signature:  	 	 
	 	 	 
	 	E-mail:	 
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 




 




 


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