Exhibit 10.2


 





NEITHER
THIS DEBENTURE NOR THE SECURITIES UNDERLYING THIS DEBENTURE, NOR ANY SECURITIES ISSUABLE UPON ITS CONVERSION, IF ANY, HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT’), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES
LAWS AND MAY ONLY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION
THEREOF. THIS DEBENTURE AND THE SECURITIES UNDERLYING THIS DEBENTURE, OR THE SECURITIES ISSUABLE UPON ITS CONVERSION, IF ANY,
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES
UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE LAW WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO- ACTION LETTER FROM THE SECURITIES AND EXCHANGE
COMMISSION.


 


JERRICK
MEDIA HOLDINGS, INC.


 


SECURED
CONVERTIBLE PROMISSORY NOTE


 


Dated:
December    , 2017


(“Issuance
Date”)


 


 





FOR VALUE RECEIVED
JERRICK MEDIA HOLDINGS, INC., a company organized under the laws of Nevada (the “Company”), hereby promises
to pay to                        (the
“Payee”), or its registered assigns, the principal amount of                       
 ($            USD) together with interest thereon calculated
from the Issuance Date (“Interest Commencement Date”) in accordance with the provisions of this Secured Convertible
Promissory Note (as amended, modified and supplemented from time to time, this “Note” and together with any
other Notes issued in the Note Issuance (as defined below) or upon transfer or exchange, the “Notes”). Capitalized
terms not defined in this Note shall have the meaning ascribed to them in the Securities Purchase Agreement dated as of the date
hereof.







 


Certain
capitalized terms are defined in Section 9 hereof.


 


1. Payment
of Interest. Interest shall accrue at a rate equal to  fifteen percent (15%) per annum (the “Interest
Rate”) beginning on the Interest Commencement Date on the unpaid principal amount of this Note and shall be payable
upon the first anniversary of the Interest Commencement Date in cash and then quarterly in cash thereafter; provided that
so long as any Event of Default has occurred and is continuing, the interest rate shall increase two percent (2%) above the current
interest rate, and will continue to increase two percent (2%) above the then effective interest rate after every 30-day period
thereafter in which the Company remains in default of its obligation to pay principal and interest. In no event shall any interest
to be paid under the Notes exceed the maximum rate permitted by law. In any such event, the Note shall automatically be deemed
amended to permit interest charges at an amount equal to, but not greater than, the maximum rate permitted by law. Interest shall
be computed on the basis of the actual number of days elapsed and a 360-day year.


 



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2. Maturity
Date. The entire principal amount of this Note and all accrued but unpaid interest thereon shall be due and payable in full
in cash in immediately available funds twenty- four months from the date of issuance (such date, the “Maturity Date”)
upon the tender of such Note by Payee.


 


3. Conversion.


 


(i) The
Payee shall have the option to (i) convert this Note and any accrued but unpaid interest into shares of the Company’s common
stock at any time during the term of the Note or (ii) upon the Maturity Date, tender this Note to the Company for immediate repayment
of principal and accrued and unpaid interest. The number of shares that shall be issuable upon conversion of the Note shall
equal the number derived by dividing (x) the principal amount of the Note plus any accrued and unpaid interest thereon by (y)
US $0.20 (twenty cents US). No fractional shares shall be issued upon a conversion. In lieu of any fractional shares to which
Payee would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the Pre-Money Valuation.


 


In
order to convert this Note in to Common Stock, the Holder must deliver a dated and signed notice of conversion (the “Notice
of Conversion”), a copy of which is attached to this Note as Exhibit A, stating its intention to convert the
full principal amount of this Note into Common Stock, Notices of Conversion shall be deemed delivered on the date sent, if personally
delivered, to the Company’s Chief Executive Officer at the Company’s principal place of business, or when actually
received if sent by another method. The Notice of Conversion shall be accompanied by the original Note.


 


(ii) As
soon as possible after the conversion has been effected (but in any event within two (2) Business Days), the Company or acquirer
shall deliver to the converting holder a certificate or certificates representing the Common Stock issuable by reason of such
conversion in such name or names and such denomination or denominations as the converting holder has specified. In the event that
the Payee elects to tender this Note to the Company for immediate repayment, such payment shall be delivered to the Payee within
five (5) business days to the address provided by the Payee to the Company at the time of the surrender of this Note.


 


(iii) The
issuance of Common Stock upon conversion of this Note shall be made without charge to the holder hereof in respect thereof or
other cost incurred by the Company or acquirer in connection with such conversion. Upon conversion of this Note, the Company shall
take all such actions as are necessary in order to ensure that the Company’s common stock issuable upon conversion of the
Note shall be validly issued, fully paid and nonassessable.


 



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(iv) Neither
the Company nor acquirer shall close its books against the transfer of this Note in any manner which interferes with the timely
conversion of this Note. The Company shall assist and cooperate with any holder of this Note required to make any governmental
filings or obtain any governmental approval prior to or in connection with the conversion of this Note (including, without limitation,
making any filings required to be made by the Company).


 


(v) The
Company shall at all times reserve and keep available out of its authorized but unissued shares of common stock, solely for the
purpose of issuance upon conversion hereunder, such number of shares of common stock issuable upon conversion. All shares of such
capital stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from
all taxes, liens and charges. The Company shall take all such actions as may be necessary to assure that all such shares of capital
stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic
securities exchange upon which such shares of capital stock.


 


4. Prepayment.
The principal amount of this Note may be prepaid, in whole or in part, after twelve (12) months from the date of issuance at the
option of the Company, together with Interest accrued to the date of prepayment. Any such prepayment shall be made pro rata based
on such Payee’s share of the aggregate principal amount then owed by the Company to all of the Payees under all the Notes.


 


In
the event of prepayment, in whole or in part, a prepayment penalty rate shall be assessed as follows:


 


(i) 10%
of principal value between months 12 and 18


(ii) 5%
of principal value between months 19 and 24


 


5. Seniority.
This Note is secured indebtedness of the Company and shall be secured by a second priority lien on all the assets of the Company
and its subsidiaries, second only to the existing note payable to Arthur Rosen in an amount not to exceed $1,000,000; subject
to a carve out for a traditional revolving credit facility secured by receivables with a maximum borrowing capacity of $1,000,000,
whether now or hereinafter existing except as otherwise stated herein.


 


6. Method
of Payments.


 


(i) Payment.
So long as the Payee or any of its nominees shall be the holder of any Note, and notwithstanding anything contained elsewhere
in this Note to the contrary, the Company will pay all sums for principal, interest, or otherwise becoming due on this Note held
by the Payee or such nominee not later than 1:00 p.m. New York time, on the date such payment is due, in immediately available
funds, in accordance with the payment instructions that the Payee may designate in writing, without the presentation or surrender
of such Note or the making of any notation thereon. Any payment made after 1:00 p.m. New York time, on a Business Day will be
deemed made on the next following Business Day. If the due date of any payment in respect of this Note would otherwise fall on
a day that is not a Business Day, such due date shall be extended to the next succeeding Business Day, and interest shall be payable
on any principal so extended for the period of such extension. All amounts payable under this Note shall be paid free and clear
of, and without reduction by reason of, any deduction, set-off or counterclaim. The Company will afford the benefits of this Section
to the Payee and to each other Person holding this Note.


 



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(ii) Transfer
and Exchange. Upon surrender of any Note for registration of transfer or for exchange to the Company, in accordance with the
terms hereof, at its principal office, the Company at its sole expense will execute and deliver in exchange therefor a new Note
or Notes, as the case may be, as requested by the holder or transferee, which aggregate principal amount is equal the unpaid principal
amount of such Note, registered as such holder or transferee may request, dated so that there will be no loss of interest on the
Note and otherwise of like tenor; provided that this Note may not be transferred by Payee to any Person other than Payee’s
affiliates without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed). The
issuance of new Notes shall be made without charge to the holder(s) of the surrendered Note for any issuance tax in respect thereof
or other cost incurred by the Company in connection with such issuance, provided that each Noteholder shall pay any transfer taxes
associated therewith. The Company shall be entitled to regard the registered holder of this Note as the holder of the Note so
registered for all purposes until the Company or its agent, as applicable, is required to record a transfer of this Note on its
register.


 


(iii) Replacement.
Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Note and,
in the case of any such loss, theft or destruction of any Note, upon receipt of an indemnity reasonably satisfactory to the Company
or, in the case of any such mutilation, upon the surrender and cancellation of such Note, the Company, at its expense, will execute
and deliver, in lieu thereof, a new Note of like tenor and dated the date of such lost, stolen, destroyed or mutilated Note.


 


7. Covenants
of the Company. The Company covenants and agrees as follows:


 


(i) Consolidation,
Merger and Sale. With the exception of a reverse merger transaction, the Company will not sell or otherwise dispose of (or
permit any subsidiary to sell or otherwise dispose of) a material portion of its property or assets in one or more transactions
for so long as any of the Notes remain outstanding.


 


(ii) Use
of Proceeds. The Company shall use the proceeds for general working capital purposes and will broad discretion with respect
to the allocation of these funds.


 






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8. Events
of Default. If any of the following events take place before or on the Maturity Date (each, an “Event of Default”),
Payee at its option may declare all principal and accrued and unpaid interest thereon and all other amounts payable under this
Note immediately due and payable; provided, however, that this Note shall automatically become due and payable without
any declaration in the case of an Event of Default specified in clause (iii) or (v), below:


 


	 	(i)	Company
    fails to make payment of the full amount due under this Note upon the tender of such Note following the Maturity Date; or


 


	 	(ii)	A receiver,
    liquidator or trustee of Company or any substantial part of Company’s assets or properties is appointed by a court order;
    or


 


	 	(iii)	Company
    is adjudicated bankrupt or insolvent; or


 


	 	(iv)	Any
    of Company’s property is sequestered by or in consequence of a court order and such order remains in effect for more
    than 30 days; or


 


	 	(v)	Company
    files a petition in voluntary bankruptcy or requests reorganization under any provision of any bankruptcy, reorganization
    or insolvency law or consents to the filing of any petition against it under such law, or


 


	 	(vi)	Proceedings
    for the appointment of a receiver, trustee or custodian of the Company or of all or a substantial part of the assets or property
    thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the
    Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced
    and an order for relief entered or such proceeding shall not be dismissed or discharged within sixty (60) days of commencement.


 


	 	(vii)	Company
    makes a formal or informal general assignment for the benefit of its creditors, or admits in writing its inability to pay
    debts generally when they become due, or consents to the appointment of a receiver or liquidator of Company or of all or any
    part of its property; or


 


	 	(viii)	An
    attachment or execution is levied against any substantial part of Company’s assets that is not released within 30 days;
    or


 


	 	(ix)	Company
    dissolves, liquidates or ceases business activity, or transfers any major portion of its assets other than in the ordinary
    course of business; provided that this paragraph (ix) shall not apply to any contemplated real estate transaction; or


 



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	 	(x)	Company
    breaches any covenant or agreement on its part contained in this Note or the Securities Purchase Agreement; or


 


	 	(xi)	Any
    material inaccuracy or untruthfulness of any representation or warranty of the Company set forth in this Note, the Securities
    Purchase Agreement or other offering documents, schedules and exhibits related thereto.


 


9. Definitions.


 


“Business
Day” means a day (other than a Saturday or Sunday) on which banks generally are open in New York, New York for the conduct
of substantially all of their activities.


 


“Noteholder”
or “Payee” with respect to any Note, means at any time each Person then the record owner hereof and “Noteholders”
or “Payees” means all of such Noteholders or Payees, collectively.


 


“Note
Issuance” or “Offering” shall mean the Secured Convertible Promissory Notes issued by the Company
to the Payee and other Noteholders (each in substantially the form of this Note) in the original principal amount not to exceed
$6,000,000 in the aggregate.


 


“Person”
means any person or entity of any nature whatsoever, specifically including an individual, a firm, a company, a corporation, a
partnership, a limited liability company, a trust or other entity.


 


“Securities
Purchase Agreement” means the Securities Purchase Agreement, dated December 2017 between the Company and the Payee.


 


10. Expenses
of Enforcement, etc. The Company agrees to pay all reasonable fees and expenses incurred by the Payee in connection with any
amendments, modifications, waivers, extensions, renewals, renegotiations or “workouts” of the provisions hereof or
incurred by the Payee in connection with the enforcement or protection of its rights in connection with this Note, or in connection
with any pending or threatened action, proceeding, or investigation relating to the foregoing, including but not limited to the
reasonable fees and disbursements of counsel for the Payee. The Company indemnifies the Payee and its directors, managers, affiliates,
partners, members, officers, employees and agents against, and agrees to hold the Payee and each such person and/or entity harmless
from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred
by or asserted against the Payee or any such person and/or entity arising out of, in any way connected with, or as a result of
(i) the consummation of the loan evidenced by this Note and the use of the proceeds thereof or (ii) any claim, litigation, investigation
or proceedings relating to any of the foregoing, whether or not the Payee or any such person and/or entity is a party thereto
other than any loss, claim, damage, liability or related expense incurred or asserted against the payee or any such person on
account of the payee’s or such person’s gross negligence or willful misconduct. Notwithstanding the foregoing, with
respect to the indemnification obligations of the Company hereunder, (i) the Company’s aggregate liability under this Note
to the Payee shall not exceed the aggregate principal amount of the Note and all accrued and unpaid interest thereon and (ii)
indemnified liabilities shall not include any liability of any indemnitee arising out of such indemnitee’s gross negligence.
To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum
contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.


 



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11. Security
Interest.


 


(i) Creation
of Security Interest. In order to secure the payment of the principal and interest and all other obligations of the Company
hereunder now or hereafter owed by the Company to Payee (the “Secured Obligations”), the Company hereby grants
to Payee (or its designee) (the “Secured Party”) a second priority security interest (the “Security
Interest”) in the property of the Company described below (the “Collateral”) on the terms and conditions
set forth in this Note second only to the existing note payable to Arthur Rosen in an amount not to exceed $1,000,000:


 


(a) all
intellectual property of any kind or nature whatsoever, including without limitation patents, patent applications, copyrights,
copyright applications, trademarks and service marks and applications therefore, mask works, net lists and trade secrets;


 


(b) all
substitutes and replacements for, accessions, attachments, and other additions to, and all proceeds, products, and increases of,
any and all of the foregoing Collateral, in whatever form, whether cash or noncash; interest, premium, and principal payments,
redemption proceeds and subscription rights, and shares or other proceeds of conversions or splits of any securities in Collateral,
and returned or repossessed Collateral; and, to the extent not otherwise included, all (A) payments under insurance, or any indemnity,
warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral, (B)
cash and (C) security for the payment of any of the Collateral, and all goods which gave or will give rise to any of the Collateral
or are evidenced, identified, or represented therein or thereby.


 


(ii) Sale
or Removal of Collateral Prohibited. Except for the sale of inventory in the ordinary course of the Company’s business,
the Company shall not sell, lease, encumber, pledge, mortgage, assign, grant a security interest in, or otherwise transfer the
Collateral without the written consent of Payee, which consent shall not be unreasonably withheld.


 


(iii) Uniform
Commercial Code Security Agreement. This Section is intended to be a security agreement pursuant to the Uniform Commercial
Code for any of the items specified above as part of the Collateral which, under applicable law, may be subject to a security
interest pursuant to the Uniform Commercial Code, and the Company hereby grants Payee a security interest in said items. The Company
agrees that Payee may file any appropriate document in the appropriate index or filing office as a financing statement for any
of the items specified above as part of the Collateral and the Company shall reimburse Payee for all fees and expenses associated
with such filing. In addition, the Company agrees to execute and deliver to Payee, upon Payee’s request, any financing statements,
as well as extensions, renewals and amendments thereof, and reproductions of this Agreement in such form as Payee may reasonably
require to perfect a security interest with respect to said items. The Company shall pay all costs of filing such financing statements
and any extensions, renewals, amendments, and releases thereof, and shall pay all reasonable costs and expenses of any record
searches for financing statements Payee may reasonably require. Without the prior written consent of Payee, the Company shall
not create or suffer to be created pursuant to the Uniform Commercial Code any other security interest in the Collateral, other
than the Security Interests of Secured Party, including replacements and additions thereto. Upon the occurrence of an Event of
Default, each Secured Party shall have the remedies of a Payee under the Uniform Commercial Code and, at Secured Party’s
option, may also invoke the other remedies provided in this Note as to such items. In exercising any of said remedies, Secured
Party may proceed against the items of real property and any items of personal property specified above as part of the Collateral
separately or together and in any order whatsoever, without in any way affecting the availability of Secured Party’s remedies
under the Uniform Commercial Code or of the other remedies provided in this Agreement.


 



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(iv) Rights
of Secured Party. Upon an Event of Default, Secured Party may require the Company to assemble the Collateral and make it available
to Secured Party at the place to be designated by Secured Party which is reasonably convenient to the parties. Secured Party may
sell all or any part of the Collateral as a whole or in parcels either by public auction, private sale, or other method of disposition.
Secured Party may bid at any public sale on all or any portion of the Collateral. Unless the Collateral is perishable or threatens
to decline speedily in value or is of the type customarily sold on a recognized market, Secured Party shall give the Company reasonable
notice of the time and place of any public sale or of the time after which any private sale or other disposition of the Collateral
is to be made, and notice given at least 10 days before the time of the sale or other disposition shall be conclusively presumed
to be reasonable. A public sale in the following fashion shall be conclusively presumed to be reasonable:


 


(a) Notice
shall be given at least 10 days before the date of sale by publication once in a newspaper of general circulation published in
the county in which the sale is to be held;


 


(b) The
sale shall be held in a county in which the Collateral or any part is located or in a county in which the Company has a place
of business;


 


(c) Payment
shall be in cash or by certified check immediately following the close of the sale;


 


(d) The
sale shall be by auction, but it need not be by a professional auctioneer; and


 


(e) The
Collateral may be sold as is and without any preparation for sale.


 


(v) Notwithstanding
any provision of this Agreement, Secured Party shall be under no obligation to offer to sell the Collateral. In the event Secured
Party offer to sell the Collateral, Secured Party will be under no obligation to consummate a sale of the Collateral if, in their
reasonable business judgment, none of the offers received by them reasonably approximates the fair value of the Collateral.


 



    	 	-8-	 



     


    

 


 


(vi) In
the event Secured Party elects not to sell the Collateral, Secured Party may elect to follow the procedures set forth in the Uniform
Commercial Code for retaining the Collateral in satisfaction of the Company’s obligation, subject to the Company’s
rights under such procedures.


 


(vii) In
addition to the rights under this Agreement, in the Event of Default by the Company, Secured Party shall be entitled to the appointment
of a receiver for the Collateral as a matter of right whether or not the apparent value of the Collateral exceeds the outstanding
principal amount of the Notes and any receiver appointed may serve without bond. Employment by Secured Party shall not disqualify
a person from serving as receiver.


 


(viii) Additional
Rights of Secured Party. The Company shall execute and deliver to Secured Party concurrently with the Company’s execution
and delivery of this Agreement and at any time thereafter at the reasonable request of Secured Party, all financing statements,
continuation financing statements, fixture filings, security agreements, mortgages, pledges, assignments, endorsements of certificates
of title, applications for title, affidavits, reports, notices, schedules of accounts, letters of authority, and all other documents
that Secured Party may reasonably request, in form reasonably satisfactory to Secured Party, to perfect and maintain perfected
Secured Party’s continuing security interests in the Collateral and in order to fully consummate all of the transactions
contemplated under the Offering Documents, the Company hereby authorizes Secured Party to file and/or record such financing statements
and other documents as Secured Party deems reasonably necessary to perfect and maintain Secured Party’s continuing security
interest in the Collateral, including, but not limited to, any and all filings recognized by the United States Patent and Trademark
Office for the purposes of perfecting a security interest in any Collateral that is considered intellectual property of the Company.
The Company agree any such financing statements may contain an “all asset” or “all property” description
of the Collateral.


 


(ix) The
Security Interest shall terminate when all the Secured Obligations have been fully and indefeasibly paid in full, at which time
all Uniform Commercial Code termination statements and similar documents which the Company shall reasonably request to evidence
such termination shall be executed.


 






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12. Amendment
and Waiver. The provisions of this Note may not be modified, amended or waived, and the Company may not take any action herein
prohibited, or omit to perform any act herein required to be performed by it, without the written consent of the holder.


 


13. Anti-Dilution
Rights. For so long as the Notes are outstanding, if the Corporation issues shares of Common Stock or securities convertible
into or exchangeable or exercisable for Common Stock, except for Excepted Issuances (as defined below), for a consideration at
a price per share, or having a conversion, exchange or exercise price per share less than the Conversion Price of the Note immediately
in effect prior to such sale or issuance, then immediately prior to such sale or issuance the Conversion Price of the Note shall
be reduced to such other lower price. For purposes of this adjustment, the issuance of any security carrying the right to convert
such security directly or indirectly into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall
result in an adjustment to the Conversion Price upon the issuance of the above described security and again upon the issuance
of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the then
applicable Conversion Price. Excepted Issuances means: (i) Company's issuance of Common Stock in full or partial consideration
in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets
of a corporation or other entity, so long as such issuances are not for the purpose of raising capital and which holders of such
securities or debt are not at any time granted registration rights, (ii) the Company's issuance of securities in connection with
strategic license agreements and other partnering arrangements, so long as such issuances are not for the purpose of raising capital
and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company's issuance of
Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant
to employee stock option plans, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or
exchangeable for or convertible into shares of Common Stock issued and outstanding as of the date hereof.


 


14. Remedies
Cumulative. No remedy herein conferred upon the Payee is intended to be exclusive of any other remedy and each and every such
remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law
or in equity or by statute or otherwise.


 


15. Remedies
Not Waived. No course of dealing between the Company and the Payee or any delay on the part of the Payee in exercising any
rights hereunder shall operate as a waiver of any right of the Payee.


 



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16. Assignments.
The Payee may assign, participate, transfer or otherwise convey this Note and any of its rights or obligations hereunder or interest
herein to any affiliate of Payee and to any other Person that the Company consents to (such consent not to be unreasonably withheld
or delayed), and this Note shall inure to the benefit of the Payee’s successors and assigns. The Company shall not assign
or delegate this Note or any of its liabilities or obligations hereunder.


 


17. Headings.
The headings of the sections and paragraphs of this Note are inserted for convenience only and do not constitute a part of this
Note.


 


18. Severability.
If any provision of this Note is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of
this Note will remain in full force and effect. Any provision of this Note held invalid or unenforceable only in part or degree
will remain in full force and effect to the extent not held invalid or unenforceable.


 


19. Cancellation.
After all principal, premiums (if any) and accrued interest at any time owed on this Note have been paid in full, or this Note
has been converted this Note will be surrendered to the Company for cancellation and will not be reissued.


 


20. Maximum
Legal Rate. If at any time an interest rate applicable hereunder exceeds the maximum rate permitted by law, such rate shall
be reduced to the maximum rate so permitted by law.


 


21. Place
of Payment and Notices. Unless otherwise stated herein, payments of principal and interest are to be delivered to the Noteholder
of this Note at the address provided by the Payee in the Note Securities Purchase Agreement, or at such other address as such
Noteholder has specified by prior written notice to the Company. No notice shall be deemed to have been delivered until the first
Business Day following actual receipt thereof at the foregoing address.


 


22. Waiver
of Jury Trial. The Payee and the Company each hereby waives any right it may have to a trial by jury in respect of any litigation
directly or indirectly arising out of, under or in connection with this Note and/or the transactions contemplated hereunder.


 


23. Submission
to Jurisdiction.


 


(i) Any
legal action or proceeding with respect to this Note may be brought in the courts of the State of New Jersey or of the United
States of America sitting in New Jersey, and, by execution and delivery of this Note, the Company hereby accepts for itself and
in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts.


 


(ii) The
Company hereby irrevocably waives, in connection with any such action or proceeding, any objection, including, without limitation,
any objection to the laying of venue or based on the grounds of forum non conveniens, which they may now or hereafter have to
the bringing of any such action or proceeding in such respective jurisdictions.


 


(iii) Nothing
herein shall affect the right of the Payee to serve process in any other manner permitted by law or to commence legal proceedings
or otherwise proceed against the Company in any other jurisdiction.


 


24. GOVERNING
LAW. ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS SECURED NOTE SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW JERSEY, WITHOUT GIVING EFFECT TO ANY CHOICE OF
LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF NEW JERSEY OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE
APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW JERSEY.


 


**********************************************


 



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IN
WITNESS WHEREOF, the Company has executed and delivered this Secured Convertible Promissory Note on the date first written above.


 


	 	COMPANY:
	 	 
	 	JERRICK MEDIA
    HOLDINGS, INC.
	 	 	 
	 	By:	 
	 	 	Jeremy Frommer
	 	 	Chief Executive Officer


 



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EXHIBIT
A


 


NOTICE
OF CONVERSION


 


(To
Be Signed Only Upon Conversion of the Secured Convertible Promissory Note)


 





The undersigned,
the holder of the foregoing Secured Convertible Promissory Note, hereby surrenders such Note for conversion into shares of Common
Stock of Jerrick Media Holdings, Inc. to the extent of $                               
unpaid principal amount and any accrued and unpaid interest of such Note, and requests that the certificates for such shares
be issued in the name of, and delivered to:







 


	 	Name:	 	 
	 	 	 	 
	 	Address	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 





Dated:               /
              / 20     







 


	 	 
	 	(Signature must
    conform in all respects to name of holder as specified on the face of the Debenture)
	 	 
	 	 
	 	 
	 	(Address)





 




    	 	-13-