Exhibit
10.2




 


Note:
March 8, 2015


  


NEITHER
THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. 


  


THIS
NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING
ANY REDEMPTION OR CONVERSION OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE MAY BE LESS
THAN THE PRINCIPAL AMOUNT AND ACCRUED INTEREST SET FORTH BELOW.


 


10%
CONVERTIBLE PROMISSORY NOTE 


 


OF


  


GLOBAL
DIGITAL SOLUTIONS, INC.


 


Issuance
Date: March 8, 2015


Total
Face Value of Note: $220,000


 


This
Note is a duly authorized Convertible Promissory Note of Global
Digital Solutions, Inc. a corporation duly organized and existing under the laws of the State of New Jersey (the
“Company”), designated as the Company's 10% Convertible Promissory Note due March 8, 2016 (“Maturity
Date”) in the principal amount of $220,000 (the “Note”).


 


For
Value Received, the Company hereby promises to pay to the order
of Tangiers Investment Group, LLC or its registered assigns or successors-in-interest (“Holder”) the
principal sum of up to $220,000 and to pay “guaranteed” interest on the principal balance hereof (which principal
balance shall be increased by the Holder’s payment of additional consideration as set forth herein and which increase shall
also include the prorated amount of the original issue discount in connection with Holders payment of additional consideration)
at the rate of 10%, all of which “guaranteed” interest shall be deemed earned as of the date of each such payment
of additional consideration by the Holder on the Maturity Date, to the extent such principal amount and “guaranteed”
interest have been repaid or converted into the Company's Common Stock, $0.001 par value per share (the “Common Stock”),
in accordance with the terms hereof.


 


The
initial purchase price will be $82,500 of consideration upon execution of the Note Purchase Agreement and all supporting documentation.
The sum of $75,000 shall be remitted and delivered to the Company, and $7,500 shall be retained by the Purchaser through an original
issue discount for due diligence and legal bills related to this transaction. The Holder reserves the right to pay additional
consideration at any time and in any amount it desires, up to the total face value of this Note, at its sole discretion. The principal
sum (including the prorated amount of the original issue discount) owed by the Company shall be prorated to the amount of consideration
paid by the Holder and only the consideration received by the Company, plus prorated “guaranteed” interest and other
fees and prorated original issue discount, shall be deemed owed by the Company. The original issue discount is set at 10% of any
consideration paid. The Company is not responsible to repay any unfunded portion of this Note.


 


 





$220,000 Convertible Note


Global Digital Solutions, Inc.


Tangiers Investment Group, LLC







 






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In
addition to the “guaranteed” interest referenced above, and in the Event of Default pursuant to Section 2(e), additional
interest will accrue from the date of the Event of Default at the rate equal to the lower of 10% per annum or the highest rate
permitted by law (the “Default Rate”).


 


The
Note may be prepaid according to the following schedule: Between 1 and 60 days from the date of execution, the Note may be prepaid
for 115% of face value plus accrued interest. Between 61 and 120 days from the date of execution, the Note may be prepaid for
125% of face value plus accrued interest. Between 121 and 180 days from the date of execution, the Note may be prepaid for 135%
of face value plus accrued interest. After 180 days from the date of execution until the Due Date, the Note may not be prepaid
without written consent from Tangiers. The Company agrees that, in the event it pays off any of its debt obligations in the 180
days following execution of said Note, it will fully pay down the balance owed to Holder prior to paying any other debt holders.
The Company understands that any breach of this prepayment clause will result in an immediate default of this Note. Whenever any
amount expressed to be due by the terms of this Note is due on any day which is not a Business Day (as defined below), the same
shall instead be due on the next succeeding day which is a Business Day.


 


For
purposes hereof the following terms shall have the meanings ascribed to them below:


 


“Business
Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the City of New York
are authorized or required by law or executive order to remain closed.


 


“Conversion
Price” shall be equal to the lower of $.04 or 60% of the lowest trading price of the Company’s common stock
during the 20 consecutive trading days prior to the date on which Holder elects to convert all or part of the Note. If the Company
is placed on “chilled” status with the Depository Trust Company (“DTC”), the discount shall be
increased by 10% until such chill is remedied. If the Company is not Deposits and Withdrawal at Custodian (“DWAC”)
eligible through their Transfer Agent and the Depository Trust Company’s (“DTC”) Fast Automated Securities
Transfer (“FAST”) system, the discount will be increased by 5%. In the case of both, the discount shall be
a cumulative 15%. Any default of this Note will result in an additional permanent 5% increase to the Conversion Price discount.


 


“Principal
Amount” shall refer to the sum of (i) the original principal amount of this Note (including the prorated amount
of the original issue discount), (ii) all accrued but unpaid interest hereunder, and (iii) any default payments owing under the
Note but not previously paid or added to the Principal Amount.


 


 





$220,000 Convertible Note


Global Digital Solutions, Inc.


Tangiers Investment Group, LLC







 






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“Trading
Day” shall mean a day on which there is trading on the Principal Market.


 


“Underlying
Shares” means the shares of common stock into which the Note is convertible (including interest or principal payments
in common stock as set forth herein) in accordance with the terms hereof.


 


The
following terms and conditions shall apply to this Note:


 


Section
1.00 Conversion.


 


(a)Conversion
Right. Subject to the terms hereof and restrictions and limitations contained herein, the Holder shall have the right, at
the Holder's option, at any time to convert the outstanding Principal Amount and interest under this Note in whole or in part.



 


(b)The
date of any Conversion Notice hereunder and any Payment Date shall be referred to herein as the “Conversion Date”.



 


(i)Stock
Certificates or DWAC. The Company will deliver to the Holder, or Holder’s authorized designee, no later than 2 Trading
Days after the Conversion Date, a certificate or certificates (which certificate(s) shall be free of restrictive legends and trading
restrictions) representing the number of shares of Common Stock being acquired upon the conversion of this Note. In lieu of delivering
physical certificates representing the shares of Common Stock issuable upon conversion of this Note, provided the Company's transfer
agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”)
program, upon request of the Holder, the Company shall use commercially reasonable efforts to cause its transfer agent to electronically
transmit such shares issuable upon conversion to the Holder (or its designee), by crediting the account of the Holder’s
(or such designee’s) prime broker with DTC through its Deposits and Withdrawal at Custodian (“DWAC”)
program (provided that the same time periods herein as for stock certificates shall apply).


 


(ii)
Charges, Expenses. Issuance of Common Stock to Holder, or any of its assignees, upon the conversion of this Note shall
be made without charge to the Holder for any issuance fee, transfer tax, postage/mailing charge or any other expense with
respect to the issuance of such Common Stock. Company shall pay all Transfer Agent fees incurred from the issuance of the Common
stock to Holder and acknowledges that this is a material obligation of this Note.


 


If
the Company fails to deliver to the Holder such certificate or certificates (or shares through DTC) pursuant to this Section (free
of any restrictions on transfer or legends) prior to 3 Trading Days after the Conversion Date, the Company shall pay to the Holder
as liquidated damages an amount equal to $2,000 per day, until such certificate or certificates are delivered. The Company acknowledges
that it would be extremely difficult or impracticable to determine the Holder’s actual damages and costs resulting from
a failure to deliver the Common Stock and the inclusion herein of any such additional amounts are the agreed upon liquidated damages
representing a reasonable estimate of those damages and costs. Such liquidated damages will be automatically added to the Principal
Amount of the Note.  


 


 


$220,000 Convertible Note


Global Digital Solutions, Inc.


Tangiers Investment Group, LLC


 








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(c)Reservation
and Issuance of Underlying Securities. The Company covenants that it will at all times reserve and keep available out of its
authorized and unissued Common Stock solely for the purpose of issuance upon conversion of this Note (and repayments in Common
Stock), free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder, not less
than four times the number of shares of Common Stock as shall be issuable (taking into account the adjustments under this
Section 1 but without regard to any ownership limitations contained herein) upon the conversion of this Note to Common Stock (the
“Required Reserve”). These shares shall be reserved in proportion with the consideration actually received by the
Company and the total sharers reserved will be increased with future payments of consideration by Holder to ensure the Required
Reserve is met. The Company covenants that all shares of Common Stock that shall be issuable will, upon issue, be duly authorized,
validly issued, fully-paid, non-assessable and freely-tradable. If the amount of shares on reserve at the Transfer Agent for this
Note in Holder’s name shall drop below the Required Reserve, the Company will, within 2 business days of written notification
from Holder, instruct the Transfer Agent to increase the number of shares so that the Required Reserve is met. The Company agrees
that this is a material term of this Note and any breach of this will result in a default of the Note.


 


(d)Conversion
Limitation. The Holder will not submit a conversion to the Company that would result in the Holder owning more than 9.99%
of the then total outstanding shares of the Company (“Restricted Ownership Percentage”).


 


Section
2.00 Defaults and Remedies.


 


(e)Events
of Default. An “Event of Default” is: (i) a default in payment of any amount due hereunder which default
continues for more than 5 business days after the due date; (ii) a default in the timely issuance of underlying shares upon and
in accordance with terms hereof, which default continues for 3 Business Days after the Company has failed to issue shares or deliver
stock certificates within the 3rd day following the Conversion Date; (iii) failure by the Company for 3 days after notice has
been received by the Company to comply with any material provision of the Note Purchase Agreement; (iv) failure of the Company
to remain compliant with DTC, thus incurring a “chilled” status with DTC; (v) if the Company is subject to any Bankruptcy
Event; (vi) any failure of the Company to satisfy its “filing” obligations under the rules and guidelines issued by
OTC Markets News Service, OTC Markets.com and their affiliates; (vii) any failure of the Company to provide the Holder with information
related to the corporate structure including, but not limited to, the number of authorized and outstanding shares, public float,
etc. within 1 day of request by Holder; (viii) failure to have sufficient number of authorized but unissued shares of the Company’s
Common Stock available for any conversion; (ix) failure of Company’s Common Stock to maintain a bid price in its trading
market which occurs for at least 3 consecutive Trading Days; (x) any delisting for any reason; (xi) failure by Company to pay
any of its Transfer Agent fees or to maintain a Transfer Agent of record; (xii) any trading suspension imposed by the Securities
and Exchange Commission under Sections 12(j) or 12(k) of the 1934 Act; (xiii) any breach of Section 1.00 (c); (xiv) any default
after any cure period under, or acceleration prior to maturity of, any mortgage, indenture or instrument under which there may
be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company in excess of $50,000
or for money borrowed the repayment of which is guaranteed by the Company in excess of $50,000, whether such indebtedness or guarantee
now exists or shall be created hereafter; or (xv) failure of the Company to abide by the terms of the right of first refusal contained
in Section 3.00 (i).


 


 





$220,000 Convertible Note


Global Digital Solutions, Inc.


Tangiers Investment Group, LLC




 






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Remedies.
If an Event of Default occurs and is continuing with respect to the Note, the Holder may declare all of the then outstanding Principal
Amount of this Note, including any interest due thereon, to be due and payable immediately without further action or notice. In
the event of such acceleration, the amount due and owing to the Holder shall be increased to 150% of the outstanding Principal
Amount of the Note held by the Holder plus all accrued and unpaid interest, fees, and liquidated damages, if any. Secondarily,
this Note shall accrue additional interest on any unpaid principal from and after the occurrence and during the continuance of
an Event of Default at a rate of 10% per annum. Additionally, the occurrence of any Event of Default of this Note will result
in an additional permanent 5% increase to the Conversion Price discount. Finally, the Note will accrue liquidated damages of $1,000
per day from and after the occurrence and during the continuance of an Event of Default. The Company acknowledges that it would
be extremely difficult or impracticable to determine the Holder’s actual damages and costs resulting from an Event of Default
and any such additional amounts are the agreed upon liquidated damages representing a reasonable estimate of those damages and
costs. The remedies under this Note shall be cumulative and automatically added to the principal value of the Note.


  


Section
3.00 General.


 


(f)
Payment of Expenses. The Company agrees to pay all reasonable charges and expenses, including attorneys' fees and expenses,
which may be incurred by the Holder in successfully enforcing this Note and/or collecting any amount due under this Note.


 


(g)
Assignment, Etc. The Holder may assign or transfer this Note to any transferee at its sole discretion. This Note shall
be binding upon the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.


 


(h)
Governing Law; Jurisdiction.


 


(i)Governing
Law. This note will be governed by and construed in accordance with the laws of the state of California without regard
to any conflicts of laws or provisions thereof that would otherwise require the application of the law of any other jurisdiction.


 


(ii)Jurisdiction.
Any dispute or claim arising to or in any way related to this Note
or the rights and obligations of each of the parties hereto shall be settled by binding arbitration in San Diego, California.
All arbitration shall be conducted in accordance with the rules and regulations of the American Arbitration Association ("AAA").
AAA shall designate an arbitrator from an approved list of arbitrators following both parties' review and deletion of those arbitrators
on the approved list having a conflict of interest with either party. The Company agrees that a final non-appealable judgment
in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on such judgment or in any
other lawful manner.


 


(iii)No Jury Trial.
The Company hereto knowingly and voluntarily waives any and all rights it may have to a trial by jury with respect to any
litigation based on, or arising out of, under, or in connection with, this note.


 


 





$220,000 Convertible Note


Global Digital Solutions, Inc.


Tangiers Investment Group, LLC




 






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IN
WITNESS WHEREOF, the Company has caused this Convertible Promissory Note to be duly executed on the day and in the year first
above written.


 


	 	GLOBAL
    DIGITAL SOLUTIONS, INC.
	 	 
	 	By:	/s/
    David A. Loppert
	 	 	 
	 	Name:	David
    A. Loppert
	 	 	 
	 	Title:  	Chief
    Financial Officer
	 	 	 
	 	Date:	March
    8, 2015


  


	This Note is acknowledged as:	Note of March 8, 2015 




  


 





$220,000 Convertible Note


Global Digital Solutions, Inc.


Tangiers Investment Group, LLC




 



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EXHIBIT
A


  


FORM
OF CONVERSION NOTICE


 


(To
be executed by the Holder in order to convert that certain $220,000 Convertible Promissory Note identified as the Note)


 


	DATE:		 
	 	 	 
	FROM:	Tangiers
    Investment Group, LLC	 


  


		Re:	$220,000
                                         Convertible Promissory Note (this “Note”) originally issued by Global Digital
                                         Solutions, Inc., a New Jersey corporation, to Tangiers Investment Group, LLC on March
                                         8, 2015.



  


The
undersigned on behalf of Tangiers Investment Group, LLC, hereby elects to convert $_______________________ of the aggregate
outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.001 par value
per share, of Global Digital Solutions, Inc. (the
“Company”) according to the conditions hereof, as of the date written below. If shares are to be issued in the name
of a person other than 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 Company in accordance therewith. No fee will be charged
to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that,
after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted
Ownership Percentage” contained in this Note.


 


	Conversion
    information:	 	 
	 	 	Date
    to Effect Conversion
	 	 	 
	 	 	 
	 	 	Aggregate
    Principal Amount of Note Being Converted
	 	 	 
	 	 	 
	 	 	Aggregate
    Interest on Amount Being Converted
	 	 	 
	 	 	 
	 	 	Remaining
    Principal Balance
	 	 	 
	 	 	 
	 	 	Number
    of Shares of Common Stock to be Issued
	 	 	 
	 	 	 
	 	 	Applicable
    Conversion Price
	 	 	 
	 	 	 
	 	 	Signature
	 	 	 
	 	 	 
	 	 	Name
	 	 	 
	 	 	 
	 	 	Address


  


 





$220,000 Convertible Note


Global Digital Solutions, Inc.


Tangiers Investment Group, LLC







 


7