**Exhibit 10.11**

 

**CONVERTIBLE PROMISSORY NOTE**

 

FOR VALUE RECEIVED, InCapta, Inc., a Nevadacorporation (the “Issuer” of this Security) with at least 70,000,000 common shares issued and outstanding, issues thisSecurity and promises to pay to JMJ Financial, a Nevada sole proprietorship, or its Assignees (the “Investor”) thePrincipal Sum along with the Interest Rate and any other fees according to the terms herein. This Note will become effective onlyupon execution by both parties and delivery of the first payment of Consideration by the Investor (the “Effective Date”).

 

The Principal Sum is up to $150,000 (one hundredfifty thousand) plus accrued and unpaid interest and any other fees. The Consideration is $135,000 (one hundred thirty five thousand)payable by wire (there exists a $15,000 original issue discount (the “OID”)). The Investor shall pay $25,000 of Considerationupon closing of this Note. The Investor may pay additional Consideration to the Issuer in such amounts and at such dates as theInvestor may choose, however, the Issuer has the right to reject any of those payments within 24 hours of receipt of rejected payments.**THE PRINCIPAL SUM DUE TO THE INVESTOR SHALL BE BASED ON THE CONSIDERATION ACTUALLY PAID BY INVESTOR (PLUS AN APPROXIMATE 10%ORIGINAL ISSUE DISCOUNT THAT IS BASED ON THE CONSIDERATION ACTUALLY PAID BY THE INVESTOR AS WELL AS ANY OTHER INTEREST OR FEES)SUCH THAT THE ISSUER IS ONLY REQUIRED TO REPAY THE AMOUNT FUNDED AND THE ISSUER IS NOT REQUIRED TO REPAY ANY UNFUNDED PORTION OFTHIS NOTE**. The

 

Maturity Date is two years from the EffectiveDate of each payment (the “Maturity Date”) and is the date upon which the Principal Sum of this Note, as well as anyunpaid interest and other fees, shall be due and payable. The Conversion Price is the lesser of $0.05 or 60% of the lowest tradeprice in the 25 trading days previous to the conversion (In the case that conversion shares are not deliverable by DWAC an additional10% discount will apply; and if the shares are ineligible for deposit into the DTC system and only eligible for Xclearing depositan additional 5% discount shall apply; in the case of both an additional cumulative 15% discount shall apply). Unless otherwiseagreed in writing by both parties, at no time will the Investor convert any amount of the Note into common stock that would resultin the Investor owning more than 4.99% of the common stock outstanding.

** **

1.          **ZEROPercent Interest**for the First Three Months. The Issuer may repay this Note at any time on or before 90 days fromthe Effective Date, after which the Issuer may not make further payments on this Note prior to the Maturity Date without writtenapproval from the Investor. **If the Issuer repays a payment of Consideration on or before 90 days from the Effective Date ofthat payment, the Interest Rate on that payment of Consideration shall be ZERO PERCENT (0%).**If the Issuer does not repay apayment of Consideration on or before 90 days from its Effective Date, a one-time Interest charge of 12% shall be applied to thePrincipal Sum. Any interest payable is in addition to the OID, and that OID remains payable regardless of time and manner of paymentby the Issuer.

 

 

 

2.          Conversion.The Investor has the right, at any time after the Effective Date, at its election, to convert all or part of the outstanding andunpaid Principal Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stockof the Issuer as per this conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount dividedby the Conversion Price. Conversions may be delivered to the Issuer by method of the Investor’s choice (including but notlimited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not requirefurther payment from the Investor. If no objection is delivered from the Issuer to the Investor regarding any variable or calculationof the conversion notice within 24 hours of delivery of the conversion notice, the Issuer shall have been thereafter deemed tohave irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Issuer shalldeliver the shares from any conversion to the Investor (in any name directed by the Investor) within 3 (three) business days ofconversion notice delivery.

 

3.          ConversionDelays. If the Issuer fails to deliver shares in accordance with the timeframe stated in Section 2, the Investor, at any timeprior to selling all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributableto the unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion sharesreturned to the Issuer (under the Investor’s and the Issuer’s expectations that any returned conversion amounts willtack back to the original date of the Note). In addition, for each conversion, in the event that shares are not delivered by thefourth business day (inclusive of the day of conversion), a penalty of $2,000 per day will be assessed for each day after the thirdbusiness day (inclusive of the day of the conversion) until share delivery is made; and such penalty will be added to the PrincipalSum of the Note (under the Investor’s and the Issuer’s expectations that any penalty amounts will tack back to theoriginal date of the Note).

 

4.          Reservationof Shares. At all times during which this Note is convertible, the Issuer will reserve from its authorized and unissued CommonStock to provide for the issuance of Common Stock upon the full conversion of this Note. The Issuer will at all times reserve atleast 100,000,000 shares of Common Stock for conversion.

 

5.          PiggybackRegistration Rights. The Issuer shall include on the next registration statement the Issuer files with SEC (or on the subsequentregistration statement if such registration statement is withdrawn) all shares issuable upon conversion of this Note. Failure todo so will result in liquidated damages of 25% of the outstanding principal balance of this Note, but not less than $25,000, beingimmediately due and payable to the Investor at its election in the form of cash payment or addition to the balance of this Note.

 

6.          Termsof Future Financings. So long as this Note is outstanding, upon any issuance by the Issuer or any of its subsidiaries of anysecurity with any term more favorable to the holder of such security or with a term in favor of the holder of such security thatwas not similarly provided to the Investor in this Note, then the Issuer shall notify the Investor of such additional or more favorableterm and such term, at the Investor’s option, shall become a part of the transaction documents with the Investor. The typesof terms contained in another security that may be more favorable to the holder of such security include, but are not limited to,terms addressing conversion discounts, conversion lookback periods, interest rates, original issue discounts, stock sale price,private placement price per share, and warrant coverage.

 

 

 

7.          Default.The following are events of default under this Note: (i) the Issuer shall fail to pay any principal under the Note when due andpayable (or payable by conversion) thereunder; or (ii) the Issuer shall fail to pay any interest or any other amount under theNote when due and payable (or payable by conversion) thereunder; or (iii) a receiver, trustee or other similar official shall beappointed over the Issuer or a material part of its assets and such appointment shall remain uncontested for twenty (20) days orshall not be dismissed or discharged within sixty (60) days; or (iv) the Issuer shall become insolvent or generally fails to pay,or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (v) theIssuer shall make a general assignment for the benefit of creditors; or (vi) the Issuer shall file a petition for relief underany bankruptcy, insolvency or similar law (domestic or foreign); or (vii) an involuntary proceeding shall be commenced or filedagainst the Issuer; or (viii) the Issuer shall lose its status as “DTC Eligible” or the Issuer’s shareholdersshall lose the ability to deposit (either electronically or by physical certificates, or otherwise) shares into the DTC System;or (ix) the Issuer shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC; or (x)the Issuer shall fail to meet all requirements to satisfy the availability of Rule 144 to the Investor or its assigns includingbut not limited to timely fulfillment of its filing requirements as a fully-reporting issuer registered with the SEC, requirementsfor XBRL filings, and requirements for disclosure of financial statements on its website.

 

8.          Remedies.In the event of any default, the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages,fees and other amounts owing in respect thereof through the date of acceleration, shall become, at the Investor’s election,immediately due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount means the greater of (i) theoutstanding principal amount of this Note, plus all accrued and unpaid interest, liquidated damages, fees and other amounts hereon,divided by the Conversion Price on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a lowerConversion Price, multiplied by the VWAP on the date the Mandatory Default Amount is either demanded or paid in full, whicheverhas a higher VWAP, or (ii) 150% of the outstanding principal amount of this Note, plus 100% of accrued and unpaid interest, liquidateddamages, fees and other amounts hereon. Commencing five (5) days after the occurrence of any event of default that results in theeventual acceleration of this Note, the interest rate on this Note shall accrue at an interest rate equal to the lesser of 18%per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Investorneed not provide, and the Issuer hereby waives, any presentment, demand, protest or other notice of any kind, and the Investormay immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all otherremedies available to it under applicable law. Such acceleration may be rescinded and annulled by the Investor at any time priorto payment hereunder and the Investor shall have all rights as a holder of the note until such time, if any, as the Investor receivesfull payment pursuant to this Section 8. No such rescission or annulment shall affect any subsequent event of default or impairany right consequent thereon. Nothing herein shall limit the Investor’s right to pursue any other remedies available to itat law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to theIssuer’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the Note as requiredpursuant to the terms hereof.

 

 

 

9.          NoShorting. The Investor agrees that so long as this Note from the Issuer to the Investor remains outstanding, the Investor willnot enter into or effect “short sales” of the Common Stock or hedging transaction which establishes a net short positionwith respect to the Common Stock of the Issuer. The Issuer acknowledges and agrees that upon delivery of a conversion notice bythe Investor, the Investor immediately owns the shares of Common Stock described in the conversion notice and any sale of thoseshares issuable under such conversion notice would not be considered short sales.

 

10.         Assignability.The Issuer may not assign this Note. This Note will be binding upon the Issuer and its successors and will inure to the benefitof the Investor and its successors and assigns and may be assigned by the Investor to anyone without the Issuer’s approval.

 

11.         GoverningLaw. This Note will be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, withoutregard to the conflict of laws principles thereof. Any action brought by either party against the other concerning the transactionscontemplated by this Agreement shall be brought only in the state courts of Florida or in the federal courts located in Miami-DadeCounty, in the State of Florida. Both parties and the individuals signing this Agreement agree to submit to the jurisdiction ofsuch courts.

 

12.         Deliveryof Process by the Investor to the Issuer. In the event of any action or proceeding by the Investor against the Issuer, andonly by the Investor against the Issuer, service of copies of summons and/or complaint and/or any other process which may be servedin any such action or proceeding may be made by the Investor via U.S. Mail, overnight delivery service such as FedEx or UPS, email,fax, or process server, or by mailing or otherwise delivering a copy of such process to the Issuer at its last known attorney asset forth in its most recent SEC filing.

 

13.         AttorneyFees. If any attorney is employed by either party with regard to any legal or equitable action, arbitration or other proceedingbrought by such party for enforcement of this Note or because of an alleged dispute, breach, default or misrepresentation in connectionwith any of the provisions of this Note, the prevailing party will be entitled to recover from the other party reasonable attorneys'fees and other costs and expenses incurred, in addition to any other relief to which the prevailing party may be entitled.

 

14.         Opinionof Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, the Investor has the rightto have any such opinion provided by its counsel. Investor also has the right to have any such opinion provided by Issuer’scounsel.

 

15.         Notices.Any notice required or permitted hereunder (including Conversion Notices) must be in writing and either personally served, sentby facsimile or email transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmissionif by facsimile or email, and if by overnight courier the business day after such notice is deposited with the courier servicefor delivery.

 

 

 

**ISSUER:**

 

InCapta, Inc.

 

||
||