Exhibit 10.1


 


FONU
MAMMOTH NOTE NUMBER 001


 


NEITHER
THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED 'WITH THE SECURITIES AND
EXCHANGE COMMISSION, 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.


 


CONVERTIBLE
PROMISSORY NOTE


DUE
NINE MONTHS FROM ISSUANCE DATE


OF


FONU2
INC.


 


Issuance
Date: October 20, 2015


MOON
RIVER STUDIOS, INC. (F/K/A MEDIENT STUDIOS, INC.)


FOLLOWING
Debt Securities Assumed by FONU2, Inc.


 


	
DATE ISSUED
	 	
AMOUNT
	 	 	CURRENT BALANCE	 	 	DESCRIPTION OF
 ASSUMED NOTE
	12-6-2013	 	$	25,000	 	 	 	21,871.96	 	 	MDNT MAMMOTH NOTE 002
	1-20-2014	 	$	30,000	 	 	 	35,115.00	 	 	MDNT MAMMOTH NOTE 004
	3-20-2014	 	$	50,000	 	 	 	56,900.00	 	 	MDNT MAMMOTH NOTE 006
	10-10-2014	 	$	25,000	 	 	 	25,726.04	 	 	MDNT MAMMOTH NOTE 007




 


Stated
Principal Amount In This Note: $140,000 (Current Balance of Assumed Notes)


 


THIS
NOTE ("Note") is one of a duly authorized issue of Promissory Notes of FONU2 INC., a corporation duly organized
and existing under the laws of the State of Nevada (the "Company").


 


FOR
VALUE RECEIVED, and good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, including settling
the action brought by Mammoth Corporation against FONU2, Inc. in the Circuit Court of the 19th Judicial Circuit in
Lake County, Illinois (Case Number 15 L 616) which is being settled pursuant to a Settlement Agreement dated the same date as
this Note, the Company hereby promises to pay to the order of Mammoth Corporation or its registered assigns or successors-in-interest
("Holder") the principal sum of One-Hundred Forty Thousand Dollars (U.S.$140,000), which principal amount shall include
any commission paid by the Company, together with all accrued but unpaid interest thereon, if any, on the earlier of the Maturity
Date or the date on which the Company closes on any transaction relating to the term sheet attached to this Note as Exhibit A,
to the extent such principal amount and interest has not been repaid or converted into the Company's Common Stock,$0.000l par
value per share (the "Common Stock"), in accordance with the terms hereof. Interest on the unpaid principal balance
hereof shall not accrue during the term of this note, unless an uncured default occurs, at which time Interest on this Note shall
accrue daily commencing on the date of the uncured default and shall be computed on the basis of a 365-day year and actual days
elapsed and shall be payable in accordance with Section 1 hereof. Notwithstanding anything contained herein, this Note shall bear
interest on the due and unpaid Principal Amount from and after the occurrence and during the continuance of an Event of Default
pursuant to Section 4(a) at the rate (the "Default Rate") equal to the lower of eighteen (18%) per annum or the highest
rate permitted by law. Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection
costs, then to unpaid interest and fees and any remaining amount to principal.


  






     


     


    

 


All
payments of principal and interest on this Note shall be made in lawful money of the United States of America by wire transfer
of immediately available funds to such account as the Holder may from time to time designate by written notice in accordance with
the provisions of this Note or by a bank certified check. This Note may be prepaid in whole or in part. 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:


 


"Bankruptcy
Event" means any of the following events: (a) the Company or any subsidiary commences a case or other proceeding
under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation
or similar law of any jurisdiction relating to the Company or any subsidiary thereof; (b) there is commenced against the Company
or any subsidiary any such case or proceeding that is not dismissed within 60 days after commencement; (c) the Company or any
subsidiary is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is
entered; (d) the Company or any subsidiary suffers any appointment of any custodian or the like for it or any substantial part
of its property that is not discharged or stayed within 60 days; (e) the Company or any subsidiary makes a general assignment
for the benefit of creditors; (f) the Company or any subsidiary fails to pay, or states that it is unable to pay or is unable
to pay, its debts generally as they become due; (g) the Company or any subsidiary calls a meeting of its creditors with a view
to arranging a composition, adjustment or restructuring of its debts; or (h) the Company or any subsidiary, by any act or failure
to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other
action for the purpose of effecting any of the foregoing.


 


"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.


 






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"Change
in Control Transaction" will be deemed to exist if (i) there occurs any consolidation, merger or other business combination
of the Company with or into any other corporation or other entity or person (whether or not the Company is the surviving corporation),
or any other corporate reorganization or transaction or series of related transactions in which in any of such events the voting
stockholders of the Company prior to such event cease to own 50% or more of the voting power, or corresponding voting equity interests,
of the surviving corporation after such event (including without limitation any "going private" transaction under Rule
13e-3 promulgated pursuant to the Exchange Act or tender offer by the Company under Rule 13e-4 promulgated pursuant to the Exchange
Act for 20% or more of the Company's Common Stock), (ii) any person (as defined in Section 13(d) of the Exchange Act), together
with its affiliates and associates (as such terms are defined in Rule 405 under the Act), beneficially owns or is deemed to beneficially
own (as described in Rule l 3d-3 under the Exchange Act without regard to the 60.-day exercise period) in excess of 35% of the
Company's voting power, (iii) there is a replacement of more than one-half of the members of the Company's Board of Directors
which is not approved by those individuals who are members of the Company's Board of Directors on the date thereof, (iv) in one
or a series of related transactions, there is a sale or transfer of all or substantially all of the assets of the Company, determined
on a consolidated basis, or (v) the Company enters into any agreement providing for an event set forth in (i), (ii), (iii) or
(iv) above.


 


"Conversion
Ratio" means, at any time, a fraction, of which the numerator is the entire outstanding Principal Amount of this
Note (or such portion thereof that is being redeemed or repurchased), and of which the denominator is the Conversion Price as
of the date such ratio is being determined.


 


"Conversion
Price" shall equal 60% of the Market Price.


 


"Convertible
Securities" means any convertible securities, to exchange for shares of Common Stock.


 


"Equity
Conditions" shall mean (i) the resale of all Underlying Shares is covered by an effective registration statement
which is not subject to any suspension or stop order (with a current and deliverable prospectus that is not subject at the time
to any blackout or similar circumstance) or pem1itted pursuant to an exemption including pursuant to Rule 144(b)(l)(i) under the
Securities Act.


 


"Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended.


 


"Market
Price'' shall equal the lesser of the average of the 5 lowest trades of the Common Stock for any Trading Day(s) during
the Pricing Period, or the closing bid price on the last day of the pricing period.


 






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"Pricing
Period" shall mean the fifteen trading days preceding the date of the applicable conversion notice. The Pricing Period
may be extended to the day before the shares issued pursuant to the conversion notice are delivered, in the event the shares issued
are registered or an exemption from registration is available. Delivered shall mean the date the shares clear deposit into Holder's
brokerage account which shall be the date Holder is able to trade the shares free from restriction s of any kind including by
the Holder's Brokerage firm, DTC, Issuer or Issuer's Transfer Agent (the "Extended Pricing Period"). The
pricing period will be extended in the event the Market Price calculated using the Extended Pricing Period would be lower. Extending
the pricing period will not adjust the number of shares delivered but will adjust the, market price, conversion price and the
amount the note is reduced as a result of the conversion, and will be memorialized by and Amended Conversion Notice, which will
be submitted to the Issuer by the Holder, if applicable.


 


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


 


"Principal
Market" shall mean the OTC Markets or such other principal market or exchange on which the Common Stock is quoted
for trading.


 


"Securities
Act" shall mean the Securities Act of 1933, as amended.


 


"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 Notes are 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
l.         Interest Payments.


 


(a)         Interest
Payments. As long as a default does not occur, Interest shall not accrue on the remaining unconverted principal balance
of this Note ("Interest Amount").


 


Section
2.         Conversion.


 


(a)         Conversion
Right. Subject to the terms hereof and restrictions and limitations contained herein, the Holder shall have the right, at
such Holder's option, at any time and from time to time to convert the outstanding Current Principal Amount under this Restated
Note in whole or in part by delivering to the Company a fully executed notice of conversion in the form of conversion notice attached
hereto as Exhibit A (the "Conversion Notice"), which may be transmitted by facsimile or email. Notwithstanding
anything to the contrary herein, this Note and the outstanding Principal Amount hereunder shall not be convertible into Common
Stock to the extent that such conversion would result in the Holder hereof exceeding the limitations contained in, or otherwise
violating the provisions of, Section 2(i) below.


 






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		(b)	Common
                                         Stock Issuance upon Conversion.



 


(i)         Conversion
Date Procedures. Upon conversion of this Note pursuant to Section 2(a) above, the outstanding Current Principal Amount of
the Restated Note elected to be converted hereunder shall be converted into such number of fully paid, validly issued and non-assessable
shares of Common Stock, free of any liens, claims and encumbrances and without any restrictions or legends (if the shares are
registered or if an exemption from registration is available and restricted if the shares are not registered or an exemption from
registration is unavailable), as is determined by dividing the amount of the Current outstanding Principal Amount of this Restated
Note being converted by the then applicable Conversion Price:


 


For example,
a $40,000 conversion amount with a Conversion Price of $0.25 would be entitled to 160,000 conversion shares ($40,000/$0.25).


 


Obligor
shall pay holder liquidated damages in the event holder does not receive free trading shares after a conversion notice has been
sent, if the shares are registered or an exemption from registration is available and restricted if the shares are not registered
or an exemption from registration is unavailable. The Liquidated Damages are not a penalty but are designed to set and limit damages,
which are uncertain and cannot be known at this time. The damages will be the greater of: (1) I 00% of the outstanding Principal
Amount of the Notes held by the Holder {plus all accrued and unpaid interest, if any); (2) the product of (A) the average of the
20 highest closing prices at any time up to the date a judgment is entered by the Court times the number of shares that would
be delivered on the date of the default if the entire note were converted using the thirty days preceding the date of the default
as the Pricing Period.


 


(ii)         Delivery.
The Company will deliver to the Holder not later than three (3) Trading Days after the Conversion Date, shares (which certificate(s)
shall be free of restrictive legends and trading restrictions if the shares are registered or an exemption from registration is
available) representing the number of shares of Common Stock being acquired upon the conversion of this Note via Deposits and
Withdrawal at Custodian (DWAC), if possible and unrestricted ce1tificates if the shares cannot be sent via DWAC. If in the case
of any conversion hereunder, such shares are not delivered to the Holder by the third Trading Day after the Conversion Date, the
Holder shall be entitled by written notice to the Company at any time on or before its receipt of such shares, to rescind such
conversion, in which event the Company shall immediately return this Note tendered for conversion. Lf the Company fails to deliver
to the Holder such shares pursuant to this Section 2 of this Agreement (free of any restrictions on transfer or legends, if the
shares are registered or if an exemption from registration is available and restricted if the shares are not registered or an
exemption from registration is unavailable) in accordance herewith, prior to the fifth Trading Day after the Conversion Date,
the Company note shall be in default.


 


(iii)        Surrender
of Note Not Required. The date of any Conversion Notice hereunder and any Payment Date shall be referred to herein as the
"Conversion Date". If the Holder is converting less than all of the outstanding Principal Amount hereunder pursuant
to a Conversion Notice, the Company shall promptly deliver to the Holder (but no later than five Trading Days after the Conversion
Date) a Note for such outstanding Principal Amount as has not been converted if this Note has been surrendered to the Company
for partial conversion. The Holder shall not be required to physically surrender this Note to the Company upon any conversion
hereunder unless the full outstanding Principal Amount represented by this Note is being converted or repaid. The Holder and the
Company shall maintain records showing the outstanding Principal Amount so convened and repaid and the dates of such conversions
or repayments or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical
surrender of this Note upon each such conversion or repayment.


 






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		(c)	Conversion
                                         Price Adjustments.



 


(i)         Stock
Dividends, Split and Combinations. If the Company or any of its subsidiaries, at any time while the Notes are
outstanding (A) shall pay a stock dividend or otherwise make a distribution or distributions on any equity securities
(including instruments or securities convertible into or exchangeable for such equity securities) in shares of Common Stock,
(B) subdivide outstanding Common Stock into a larger number of shares, or (C) combine outstanding Common Stock into a smaller
number of shares, then each Affected Conversion Price (as defined below) shall be multiplied by a fraction, the numerator of
which shall be the number of shares of Common Stock outstanding before such event and the denominator of which shall be the
number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 3(c)(i) shall
become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or
distribution and shall become effective immediately after the effective date in the case of a subdivision or
combination.


 


As
used herein, the Affected Conversion Prices (each an "Affected Conversion Price") shall refer to: (i) the Conversion
Price, and (ii) each reported lowest closing bid price occurring on any Trading Day included in the period used for determining
the Conversion Price, which Trading Day occurred before the record date in the case of events referred to in clause (A) of this
subparagraph 3(c)(i) and before the effective date in the case of the events referred to in clauses (B) and (C) of this subparagraph
3(c)(i).


 


(ii)         Distributions.
lf the Company or any of its subsidiaries, at any time while the Notes are outstanding, shall distribute to al! holders of
Common Stock evidences of its indebtedness or assets or cash or rights or warrants to subscribe for or purchase any security of
the Company or any of its subsidiaries (excluding those referred to in Section 3(c)(i) above), then concurrently with such distributions
to holders of Common Stock, the Company shall distribute to holders of the Notes the amount of such indebtedness, assets, cash
or rights or warrants which the holders of Notes would have received had all their Notes been converted into Common Stock at the
Conversion Price immediately prior to the record date for such distribution.


 


(iii)        Rounding
of Adjustments. All calculations under this Section 3 or Section I shall be made to 4 decimal places for dollar amounts or
the nearest 1/1OOth of a share, as the case may be.


 






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(iv)         Notice
of Adjustments. Whenever any Affected Conversion Price is adjusted pursuant to Section 3(c)(i), (ii) or (iii) above, the Company
shall promptly deliver to each holder of the Notes, a notice setting forth the Affected Conversion Price after such adjustment
and setting forth a brief statement of the facts requiring such adjustment, provided that any failure to so provide such notice
shall not affect the automatic adjustment hereunder.


 


(v)          Change
in Control Transactions. In case of any Change in Control Transaction,
the Holder shall have the right thereafter to, at its option , convert this Note, in whole or in part, at the Conversion Price
into the shares of stock and other securities, cash and/or property receivable upon or deemed to be held by holders of Common
Stock following such Change in Control Transaction, and the Holder shall be entitled upon such event to receive such amount of
securities, cash or property as the shares of the Common Stock of the Company into which this Note could have been converted immediately
prior to such Change in Control Transaction would have been entitled if such conversion were permitted, subject to such further
applicable adjustments set forth in this Section 3. The terms of any such Change in Control Transaction shall include such terms
so as to continue to give to the Holders the right to receive the amount of securities, cash and/or property upon any conversion
or redemption following such Change in Control Transaction to which a holder of the number of shares of Common Stock deliverable
upon such conversion would have been entitled in such Change in Control Transaction, and interest payable hereunder shall be in
cash or such new securities and/or property, at the Holder's option. This provision shall similarly apply to successive reclassifications,
consolidations, mergers, sales, transfers or share exchanges.


 


(vi)         Notice
of Certain Events. lf:


 


		A.	the
                                         Company shall declare a dividend (or any other distribution) on its Common Stock; or



 


		B.	the
                                         Company shall declare a special nonrecurring cash dividend on or a redemption of its
                                         Common Stock; or



 


		C.	the
                                         Company shall authorize the granting to all holders of the Common Stock rights or warrants
                                         to subscribe for or purchase any shares of capital stock of any class or of any rights;
                                         or



 


		D.	the
                                         approval of any stockholders of the Company shall be required in connection with any
                                         reclassification of the Common Stock of the Company, any consolidation or merger to which
                                         the Con1pany is a party, any sale or transfer of all or substantially all of the assets
                                         of the Company, of any compulsory share of exchange whereby the Common Stock is converted
                                         into other securities, cash or property; or



 


		E.	the
                                         Company shall authorize the voluntary or involuntary dissolution, liquidation or winding
                                         up of the affairs of the Company;



 


then
the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall
cause to be mailed to the Holder at its last address as it shall appear upon the books of the Company, on or prior to the date
notice w the Company's stockholders generally is given, a notice stating (x) the date cm which a record is to be taken
for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as
of which the holders of Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants
are to be determined or (y) the date on which such reclassification, consolidation, merger. sale, transfer or share exchange is
expected to become effective or close, and the date as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange.


 






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(d)         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 (including repayments in
stock), free from preemptive rights or any other actual contingent purchase rights of persons other than the holders of the Notes,
not less than such number of shares of Common Stock as shall (subject to any additional requirements of the Company as to reservation
of such shares set forth in the Exchange Agreement) be issuable (taking into account the adjustments under this Section 3 but
without regard to any ownership limitation s contained herein) upon the conversion of this Note hereunder in Common Stock (including
repayments in stock). The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly
authorized, validly issued, fully paid, nonassessable, and freely tradable (provided the shares are registered or an exemption
from registration is available and restricted if the shares are not registered or an exemption from registration is unavailable).


 


(e)         No
Fractions. Upon a conversion hereunder the Company shall not be required to issue stock certificates representing fractions
of shares of Common Stock, but may if otherwise permitted, make a cash payment in respect of any final fraction of a share based
on the closing price of a share of Common Stock at such time. If the Company elects not, or is unable, to make such a cash payment
, the Holder shall be entitled to receive, in lieu of the final fraction of a share, one whole share of Common Stock, rounded
to the nearest whole share of common stock.


 


(f)         Charges,
Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the conversion of this Note (including repayment
in stock) shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the
issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued
in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates
for shares of Common Stock are to be issued in a name other than the name of the Holder, this Note when surrender for conversion
shall be accompanied by an assignment form; and provided further, that the Company shall not be required to pay any tax or taxes
which may be payable in respect of any such transfer.


 






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(g)         Cancellation.
After all of the Principal Amount (including accrued but unpaid interest and default payments at any time owed on this Note) have
been paid in full or converted into Common Stock, this Note shall automatically be deemed canceled and the Holder shall promptly
surrender the Note to the Company at the Company's principal executive offices.


 


(h)         Notices
Procedures. Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without
limitation, any Con version Notice, shall be in writing and delivered personally, by facsimile, by email, or by a nationally recognized
overnight courier service to the Company at the facsimile telephone number or address of the principal place of business of the
Company as set forth in the Exchange Agreement. Any and all notices or other communications or deliveries to be provided by the
Company hereunder shall be in writing and delivered personally, by facsimile, or by a nationally recognized overnight courier
service addressed to the Holder at the facsimile telephone number or address of the Holder appearing on the books of the Company,
or if no such facsimile telephone number or address appears, at the principal place of business of the Holder. Any notice or other
communication or deliveries hereunder shall be deemed delivered (i) upon receipt, when delivered personally, (ii) when sent by
facsimile or email, upon receipt if received on a Business Day prior to 5:00 p.m. (Eastern Time), or on the first Business Day
following such receipt if received on a Business Day after 5:00 p.m. (Eastern Time) or (iii) upon receipt, when deposited with
a nationally recognized overnight courier service.


 


(i)         Conversion
Limitation. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired
by the Holder upon conversion pursuant to the terms hereof shall not exceed a number that, when added to the total number of shares
of Common Stock deemed beneficially owned by such Holder (other than by virtue of the ownership of securities or rights to acquire
securities (including the Notes) that have limitations on the Holder's right to convert, exercise or purchase similar to the limitation
set forth herein), together with all shares of Common Stock deemed beneficially owned at such time (other than by virtue of the
ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar
to the limitation set forth herein) by the holder's "affiliates" at such time (as defined in Rule 144 of the Act) ("Aggregation
Parties") that would be aggregated for purposes of determining whether a group under Section l3(d) of the Securities Exchange
Act of 1934 as amended, exists, would exceed 9.9% of the total issued and outstanding shares of the Common Stock (the "Restricted
Ownership Percentage").


 






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Section
3.         Defaults and Remedies.


 


(a)         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 thereof; (ii) a default in the timely issuance of Underlying Shares upon and
in accordance with terms hereof, which default continues for five Business Days after the Company has received written notice
informing the Company that it has failed to issue shares or deliver stock certificates within the fifth day following the Conversion
Date; (iii) failure by the Company for fifteen (l5) days after written notice has been received by the Company to comply with
any material provision of any of the Notes or the Exchange Agreement (including without limitation the failure to issue the requisite
number of shares of Common Stock upon conversion hereof and the failure to redeem Notes upon the Holder's request following a
Change .in Control Transaction pursuant to Section 3(c)(v); (iv) a material breach by the Company of its representations or warranties
in the Exchange Agreement; (v) 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 for in excess of $500,000 or for money borrowed the repayment of which is guaranteed by the Company for in excess
of $500,000, whether such indebtedness or guarantee now exists or shall be created hereafter (also excepted from this provision
is any indebtedness related to the Medient Studioplex project); or (vi) if the Company is subject to any Bankruptcy Event.


 


(b)         Remedies.
If an Event of Default occurs and is continuing with respect to any of the Notes, the Holder may declare all of the then outstanding
Principal Amount of this Note and all other Notes held by the Holder, including any interest due thereon, to be due and payable
immediately, except that in the case of an Event of Default arising from events described in clauses (v) and (vi) of Section 4(a)
this Note shall become due and payable without further action or notice. In the event of such acceleration, the amount due and
owing to the Holder shall be the greater of: (l) l00% of the outstanding Principal Amount of the Notes held by the Holder (plus
all accrued and unpaid interest, if any); (2) the product of (A) the average of the 20 highest closing prices at any time up to
the date a judgment is entered by the Court times the number of shares that would be delivered on the date of the default if the
entire note were converted using the thirty days preceding the date of the default as the Pricing Period. The remedies under this
Note shall be cumulative.


 


Section
4.         General.


 


(a)         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.


 


(b)         Savings
Clause. In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise
invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum
extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected
or impaired thereby. In no event shall the amount of interest paid hereunder exceed the maximum rate of interest on the unpaid
principal balance hereof allowable by applicable law. If any sum is collected in excess of the applicable maximum rate, the excess
collected shall be applied to reduce the principal debt. lf the interest actually collected hereunder is still in excess of the
applicable maximum rate, the interest rate shall be reduced so as not to exceed the maximum allowable under law.


 






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(c)         Amendment.
Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed
by the Company and the Holder.


 


(d)         Assignment,
Etc. The Holder may assign or transfer this Note. The Holder shall notify the Company of any such assignment or transfer promptly.
This Note shall be binding upon the Company and its successors and shall inure to the benefit of the folder and its successors
and pem1itted assigns.


 


(e)         No
Waiver. No failure on the part of the Holder to exercise, and no delay in exercising any right remedy or power hereunder shall
not operate as a waiver thereof, nor shall any single or partial exercise by the Holder of any right, remedy or power hereunder
preclude any other or future exercise of any other right, remedy or power. Each and every right, remedy or power hereby granted
to the Holder or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised
by the Holder from time to time.


 


(f)         Governing
Law; Jurisdiction.


 


(i)         Governing
Law. THIS NOTE WILL BE GOVERNED BY AND CONSTRUED !N ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO ANY
CONFLICTS OF LAWS PROVISIONS THEREOF THAT WOULD OTHERWISE REQUIRE THE Application OF THE LAW OF ANY OTHER JURISDICTION.


 


(ii)        Jurisdiction.
This Note shall be deemed to have been executed in Lake County, Illinois, the State and County where Holder executes this
Note and the County from where funds are being sent and to where funds are to be repaid. The Company expressly agrees and consents
that the Nineteenth Judicial Circuit in Lake County Illinois or the United States District Court for the Northern District of
Illinois shall have sole jurisdiction of any action pertaining to this note.


 


The
Company agrees that the service of process upon it mailed by ce11ified or registered mail (and service so made shall be deemed
complete three days after the same has been posted as aforesaid) or by personal service shall be deemed in every respect effective
service of process upon it in any such suit or proceeding. Nothing herein shall affect Holder's right to serve process in any
other manner permitted by law. 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 AND THE LIMITED GUARANTOR HERETO KNOWINGLY AND VOLUNTARILY WAIVE ANY AND ALL RIGHTS EACH MAY
HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, OR IN ANY WAY
RELATING OR REFERRING TO THIS NOTE.


 






    - 11 -


     


    

 


(g)         Replacement
Notes. This Note may be exchanged by Holder at any time and from time to time for a Note or Notes with different
denominations representing an equal aggregate outstanding Principal Amount, as reasonably requested by Holder, upon
surrendering the same. No service charge will be made for such registration or exchange. In the event that Holder notifies
the Company that this Note has been lost, stolen or destroyed, a replacement Note identical in all respects to The original
Note (except for registration number and Principal Amount, if different than that shown on the original Note), shall be
issued to the Holder, provided that the Holder executes and delivers to the Company an agreement reasonably satisfactory to
the Company to indemnify the Company from any loss incurred by it in connection with the Note.


 


(h)         Waiver.
The Company hereby waives any and all demands of any nature whatsoever, any and all notices of any nature whatsoever, dishonor,
presentment of any kind whatsoever, and protest of or in connection with the Note or any Indebtedness.


 


(i)         Piggyback
Registration. At the option of the Holder, if at any time the Company proposes or is required to register any of its equity
securities under the Securities Act or file an amendment to any registration statement covering any of its securities,
(other than registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall notify holder of
its intention to register its securities and will use its commercially reasonable efforts to cause all shares issuable pursuant
to conversions of this note, to be registered under the Securities Act with the securities which the Company at the rime proposes
to register to permit the sale or other disposition by the, unless within five (5) Business Days after the Issuer sending notice
of its intention to register securities, Holder elects that this note and the shares underlying it not be included in that registration
.. Any registration shall include, if necessary, the filing with the SEC a post-effective amendment or a supplement to the registration
statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations
pursuant to the preceding sentence which the Company is obligated to effect.


 


[signature
page follows]


 






    - 12 -


     


    







 


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


 


The Company:


 


FONU2
INC.


 


	By:	 	 
	Name: 	Roger Miguel	 
	Title:	CEO	 


 


The Holder:


 


	By:	 	 
	Name:	Brad Hare	 
	Title:	President	 





 






    - 13 -


     


    




 


EXHIBIT
A


 


NOTICE
OF CONVERSION


 


(To
be executed by the Holder in order to convert the Debenture)


 


TO:       FONU2
INC.


 


RE:       FONU
MAMMOTH NOTE NUMBER 002


 


The
undersigned hereby Irrevocably elects 10 convert a portion of the of the principal amoun1 of the above Debenture into Shares of
Common Stock of FONU2 Inc. according to the conditions stated therein, as of the Conversion Date written below. Please note that
should the Conversion Price in effect for this conversion be less than the Par Value ($0.0001) of the Company's Common Stock,
the principal reduction resulting from this conversion will be less than the dollar amount of the conversion as set forth below.


 





	Conversion
Date:	 
	 	 
	Amount to be converted:	$
	 	 
	Market Price	$
	 	 
	Conversion Price per share:	$
	 	 
	Number
of shares of Common Stock to be issued:	 
	 	 
	Amount of Principal
    Reduced:	$
	 	 
	Amount of
Debenture unconverted :	 
	 	 
	Please issue
the shares of Common Stock in the

following name and to the following address:	 

                                                                                Mammoth Corporation
 DELIVERY INSTRUCTIONS

	 	 
	Issue to:	Mammoth Corporation
	 	 
	Name:	Brad Hare
	 	 
	Authorized
Signature:	 
	 	 
	Title:	President
	 	 
	Phone Number:	(847) 540-5044
	 	 
	Broker
DTC Participant Code:	 
	 	 
	Account
Number: