Exhibit 10.4


Note:
March 6, 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


START
SCIENTIFIC, INC.


 


 


Issuance
Date: March 6, 2015 


Total
Face Value of Note: $220,000 


THIS
NOTE is a duly
authorized Convertible Promissory Note of Start Scientific, Inc. a corporation duly organized and existing under the laws of the
State of Delaware (the “Company”), designated as the Company's
10% Convertible Promissory Note due March 6, 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 Iconic Holdings, 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 $55,000 of consideration upon execution of the Note Purchase Agreement
and all supporting documentation. The sum of $50,000 shall be remitted and delivered
to the Company, and $5,000 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. 


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
120% of face value plus accrued interest. Between 61 and 90 days from the date of execution,
the Note may be prepaid for 125% of face value plus accrued interest. Between 91 and 120 days from the date of execution,
the Note may be prepaid for 130% 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 Iconic. 


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 $.10 or 58% 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 a 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. 


“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. 


(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 five 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 shares 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); or (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. 


 


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. 


(ii)
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. 


 




    	 



    	 



    

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. 


 


START
SCIENTIFIC, INC. 


 


 


By:
/s/ Norris R. Harris


Name: Norris
R. Harris


Title:
Chief Executive Officer


Date: 03/06/2015


 


This
Note is acknowledged as:  Note of March 6, 2015 


 


 


 


 


 


 


 


 




    	 



    	 



    

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:Iconic
Holdings, LLC


 


Re:$220,000
Convertible Promissory Note (this “Note”) originally issued by Start Scientific, Inc.,
a Delaware corporation, to Iconic Holdings, LLC on March 6, 2015. 


 


The
undersigned on behalf of Iconic Holdings, 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 Start Scientific, 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