Exhibit 10.4















'NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOT E IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS  AMENDED  (THE "ACT")  OR  ANY  STATE  SECURITIES    LAWS    AND NEIT HER T H IS NOTE NOR ANY INT EREST T HERE IN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF  EXCEPT  PURSUANT TO AN EFFECTIVE REGIS T RAT IO N STATEMENT UNDER SUCH ACT AND SUCH LAWS OR AN EXEMPTIO N FROM REGIST RATION UNDER SUCH ACT AND SUCH LAWS.












CONVERTIBLE PROMISSORY NOTE














Principal Amount: $ 19, l 00.00







Issue Date: June 2, 2017 


Maturity Date: June 2, 2018













For good and valuable consideration, X Rail Entertainment, Inc., a NV corporation ("Maker") , hereby makes and delivers this Promissory Note (this "Note") in favor of East Shore Equities LLC, or its assigns ("Holder"), and hereby agrees as follows:







A RT IC LE I.


PRINCIPAL AND INTEREST







Section l. I 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, the principal sum of $ 19, l00.00 Maker's obligation under this Note shall accrue interest at the rate of four percent (4.0%) 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 payments shall be app lied 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.













	
b.

	
All principal and accrued interest then outstanding shall be due and payable by the Maker to the Holder on or before June 2 2018 (the "Maturity Date").













	
c.

	
Absent the occurrence of an event of default (unless such event of default is waived in writing by the payee) the Company may prepay this note in full without any prepayment penalty.













	
d.

	
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.


































Section 1.3 This Note is issued in exchange solely for value received, $19, 100.00, paid by Holder to Maker by wire.







ARTICLE II.


CONVERSION RIGHTS; CONVERSION PRICE







Section 2.1 Conversion. The Holder or its assigns shall have the right, from time to time, commencing on 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 I, 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 faxes or emails the Notice of Conversion duly executed to the Maker. Certificates representing Common Stock upon conversion will be delivered to the Holder within two (2) trading days from the date the Notice of Conversion is delivered to the Maker.  Delivery of 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 Price. Upon any conversion of this Note, the conversion price shall equal the Variable Conversion Price (as defined herein) (subject to equitable adjustments for combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Variable Conversion Price" shall mean 60% multiplied by the Market Price (as defined herein) (representing a discount rate of 40%). "Market Price" means the lowest of the daily Trading Price (as defined below) for the Common Stock during the forty five (45) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. "Trading Price" means, for any security as of any date, the lowest trading price on the OTC Bulletin Board, or other applicable trading market (the "OTCBB") as reported by a reliable reporting service ("Reporting Service") mutually acceptable to Maker and Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the volume weighted  average 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 holders of a majority in interest of the Note being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. "Trading Day" shall mean any day on which the Common Stock is tradable for any period on the OTCBB, or on the principal securities exchange or other securities market on
































































































































































































































































George Buonocore Member