Exhibit 10.2


 


 





CONVERTIBLE
PROMISSORY NOTE 





	Effective Date: December 20, 2017	U.S. $1,105,000.00







 


FOR VALUE RECEIVED,
Agritek Holdings, Inc., a Delaware corporation (“Borrower”), promises
to pay to St. George Investments LLC, a Utah limited liability company, or its successors
or assigns (“Lender”), $1,105,000.00 and any interest, fees, charges, and late fees on the date that is fifteen
(15) months after the Purchase Price Date (the “Maturity Date”) in accordance with the terms set forth herein
and to pay interest on the Outstanding Balance (including all Tranches (as defined below), both Conversion Eligible Tranches (as
defined below) and Subsequent Tranches (as defined below) that have not yet become Conversion Eligible Tranches) at the rate of
ten percent (10%) per annum from the Purchase Price Date until the same is paid in full. This Convertible Promissory Note (this
“Note”) is issued and made effective as of December 20, 2017 (the “Effective Date”). This
Note is issued pursuant to that certain Securities Purchase Agreement dated December 20, 2017, as the same may be amended from
time to time, by and between Borrower and Lender (the “Purchase Agreement”). All interest calculations hereunder
shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily
and shall be payable in accordance with the terms of this Note. Certain capitalized terms used herein are defined in Attachment
1 attached hereto and incorporated herein by this reference.


This Note carries
an OID of $100,000.00. In addition, Borrower agrees to pay $5,000.00 to Lender to cover Lender’s legal fees, accounting costs,
due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the “Transaction
Expense Amount”), all of which amount is included in the initial principal balance of this Note. The purchase price for
this Note shall be $1,000,000.00 (the “Purchase Price”), computed as follows: $1,105,000.00 original principal
balance, less the OID, less the Transaction Expense Amount. The Purchase Price shall be payable by delivery to Borrower at Closing
of the Investor Notes (as defined in the Purchase Agreement) and a wire transfer of immediately available funds in the amount of
the Initial Cash Purchase Price (as defined in the Purchase Agreement). This Note shall be comprised of five (5) tranches (each,
a “Tranche”), consisting of (i) an initial Tranche in an amount equal to $225,000.00 and any interest, costs,
fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction Documents (as defined in
the Purchase Agreement) (the “Initial Tranche”), and (ii) four (4) additional Tranches, each in the amount of
$220,000.00, plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other
Transaction Documents (each, a “Subsequent Tranche”). The Initial Tranche shall correspond to the Initial Cash
Purchase Price, the OID and the Transaction Expense Amount, and may be converted into shares of Common Stock (as defined below)
any time subsequent to the Purchase Price Date. The first Subsequent Investor Notethe second Subsequent Investor NoteInvestor NoteInvestor
Notethe Investor Note costs, fees or charges


1.
Payment; Prepayment.


1.1.
Payment. Provided there is an Outstanding Balance, on each Installment Date (as defined below), Borrower shall pay
to Lender an amount equal to the Installment Amount (as defined below) due on such Installment Date in accordance with Section 8.
All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as defined below),
as provided for herein, and delivered to Lender at the address or bank account furnished to Borrower for that purpose. All payments
shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid
interest, and thereafter, to (d) principal.


1.2.
Prepayment. Notwithstanding the foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined
below) or an Installment Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered
and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless
of whether or not cured), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written
notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section 1. Any notice of prepayment
hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender at its registered address and shall
state: (i) that Borrower is exercising its right to prepay this Note, and (ii) the date of prepayment, which shall be not less
than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional
Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order
of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall
make payment to Lender of an amount in cash equal to 125% (the “Prepayment Premium”) multiplied by the then
Outstanding Balance of this Note (the “Optional Prepayment Amount”). In the event Borrower delivers the Optional
Prepayment Amount to Lender prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender
as set forth herein without Lender’s prior written consent, the Optional Prepayment Amount shall not be deemed to have been
paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will
automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender.
In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment
Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered
to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period. In addition,
if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2)
Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note.


2.
Security. This Note is unsecured.


3.
Lender Optional Conversion.


3.1.
Lender Conversions. Lender has the right at any time after the Purchase Price Date until the Outstanding Balance
has been paid in full, including without limitation (a) until any Optional Prepayment Date (even if Lender has received an Optional
Prepayment Notice) or at any time thereafter with respect to any amount that is not prepaid, and (b) during or after any Fundamental
Default Measuring Period, at its election, to convert (each instance of conversion is referred to herein as a “Lender
Conversion”) all or any part of the Outstanding Balance into shares (“Lender Conversion Shares”) of
fully paid and non-assessable common stock, $0.0001 par value per share (“Common Stock”), of Borrower as per
the following conversion formula: the number of Lender Conversion Shares equals the amount being converted (the “Conversion
Amount”) divided by the Lender Conversion Price (as defined below). Conversion notices in the form attached hereto as
Exhibit A (each, a “Lender Conversion Notice”) may be effectively delivered to Borrower by any method
of Lender’s choice (including but not limited to facsimile, email, mail, overnight courier, or personal delivery), and all
Lender Conversions shall be cashless and not require further payment from Lender. Borrower shall deliver the Lender Conversion
Shares from any Lender Conversion to Lender in accordance with Section 9 below.


3.2.
Lender Conversion Price. Subject to adjustment as set forth in this Note, the price at which Lender has the right
to convert all or any portion of the Outstanding Balance into Common Stock is $0.025 per share of Common Stock (the “Lender
Conversion Price”). However, in the event the Market Capitalization falls below the Minimum Market Capitalization at
any time, then in such event the Lender Conversion Price for all Lender Conversions occurring after the first date of such occurrence
shall equal the lower of the Lender Conversion Price and the Market Price as of any applicable date of Conversion.


3.3.
Application to Installments. Notwithstanding anything to the contrary herein, including without limitation Section
8 hereof, Lender may, in its sole discretion, apply all or any portion of any Lender Conversion toward any Installment Conversion
(as defined below), even if such Installment Conversion is pending, as determined in Lender’s sole discretion, by delivering
written notice of such election (which notice may be included as part of the applicable Lender Conversion Notice) to Borrower at
any date on or prior to the applicable Installment Date. In such event, Borrower may not elect to allocate such portion of the
applicable Installment Amount pursuant to this Section 3.3 in the manner prescribed in Section 8.3; rather, Borrower must reduce
the applicable Installment Amount by the Conversion Amount described in this Section 3.3.


4.
Defaults and Remedies.


4.1.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a)
Borrower fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) Borrower
fails to deliver any Lender Conversion Shares in accordance with the terms hereof; (c) Borrower fails to deliver any Installment
Conversion Shares (as defined below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall
be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20) days
or shall not be dismissed or discharged within sixty (60) days; (e) Borrower becomes 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; (f) Borrower makes
a general assignment for the benefit of creditors; (g) Borrower files a petition for relief under any bankruptcy, insolvency or
similar law (domestic or foreign); (h) an involuntary bankruptcy proceeding is commenced or filed against Borrower; (i) Borrower
defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein
or in any other Transaction Document, other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase
Agreement; (j) any representation, warranty or other statement made or furnished by or on behalf of Borrower to Lender herein,
in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading
in any material respect when made or furnished; (k) the occurrence of a Fundamental Transaction without Lender’s prior written
consent; (l) Borrower fails to maintain the Share Reserve as required under the Purchase Agreement; (m) Borrower effectuates a
reverse split of its Common Stock without twenty (20) Trading Days prior written notice to Lender; (n) any money judgment, writ
or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for
more than $100,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise
consented to by Lender; (o) Borrower fails to be DTC Eligible; (p) Borrower fails to observe or perform any covenant set forth
in Section 4 of the Purchase Agreement, or (q) Borrower breaches any covenant or other term or condition contained in any Other
Agreements.


4.2.
Remedies. At any time and from time to time after Lender becomes aware of the occurrence of any Event of Default,
Lender may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable
in cash at the Mandatory Default Amount. Notwithstanding the foregoing, at any time following the occurrence of any Event of Default,
Lender may, at its option, elect to increase the Outstanding Balance by applying the Default Effect (subject to the limitation
set forth below) via written notice to Borrower without accelerating the Outstanding Balance, in which event the Outstanding Balance
shall be increased as of the date of the occurrence of the applicable Event of Default pursuant to the Default Effect, but the
Outstanding Balance shall not be immediately due and payable unless so declared by Lender (for the avoidance of doubt, if Lender
elects to apply the Default Effect pursuant to this sentence, it shall reserve the right to declare the Outstanding Balance immediately
due and payable at any time and no such election by Lender shall be deemed to be a waiver of its right to declare the Outstanding
Balance immediately due and payable as set forth herein unless otherwise agreed to by Lender in writing). Notwithstanding the foregoing,
upon the occurrence of any Event of Default described in clauses (d), (e), (f), (g) or (h) of Section 4.1, the Outstanding Balance
as of the date of acceleration shall become immediately and automatically due and payable in cash at the Mandatory Default Amount,
without any written notice required by Lender. At any time following the occurrence of any Event of Default, upon written notice
given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default
occurred at an interest rate equal to the lesser of 22% per annum or the maximum rate permitted under applicable law (“Default
Interest”); provided, however, that no Default Interest shall accrue during the Fundamental Default Measuring
Period. For the avoidance of doubt, Lender may continue making Lender Conversions at any time following an Event of Default until
such time as the Outstanding Balance is paid in full. Borrower further acknowledges and agrees that Lender may continue making
Conversions following the entry of any judgment or arbitration award in favor of Lender until such time that the entire judgment
amount or arbitration award is paid in full. Borrower agrees that any judgment or arbitration award will, by its terms, be made
convertible into Common Stock. Any Conversions made following a judgment or arbitration award shall be made pursuant to the following
formula: the amount of the judgment or arbitration award being converted divided by 80% of the lowest Closing Bid Price in the
ten (10) Trading Days immediately preceding the date of Conversion. In such event, Borrower and Lender agree that it is their expectation
that any such judgment amount or arbitration award that is converted will tack back to the Purchase Price Date for purposes of
determining the holding period under Rule 144. Borrower and Lender agree and stipulate that any judgment or arbitration award entered
against Borrower shall be reduced by $1,000.00 and such $1,000.00 shall become the new Outstanding Balance of this Note and this
Note shall expressly survive such judgment or arbitration award. Additionally, following the occurrence of any Event of Default,
Borrower may, at its option, pay any Lender Conversion in cash instead of Lender Conversion Shares by paying to Lender on or before
the applicable Delivery Date (as defined below) a cash amount equal to the number of Lender Conversion Shares set forth in the
applicable Lender Conversion Notice multiplied by the highest intra-day trading price of the Common Stock that occurs during the
period beginning on the date the applicable Event of Default occurred and ending on the date of the applicable Lender Conversion
Notice. In connection with acceleration described herein, Lender need not provide, and Borrower hereby waives, any presentment,
demand, protest or other notice of any kind, and Lender may immediately and without expiration of any grace period enforce any
and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may
be rescinded and annulled by Lender at any time prior to payment hereunder and Lender shall have all rights as a holder of the
Note until such time, if any, as Lender receives full payment pursuant to this Section 4.2. No such rescission or annulment shall
affect any subsequent Event of Default or impair any right consequent thereon. Nothing herein shall limit Lender’s right
to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief with respect to Borrower’s failure to timely deliver Conversion Shares upon Conversion of the Notes
as required pursuant to the terms hereof.


4.3.
Fundamental Default Remedies. Notwithstanding anything to the contrary herein, in addition to all other remedies
set forth herein, after giving effect to the Lender Offset Right (as defined below), which shall occur automatically upon the occurrence
of any Fundamental Default, the Fundamental Liquidated Damages Amount shall be added to the Outstanding Balance upon Lender’s
delivery to Borrower of a notice (which notice Lender may deliver to Borrower at any time following the occurrence of a Fundamental
Default) setting forth its election to declare a Fundamental Default and the Fundamental Liquidated Damages Amount that will be
added to the Outstanding Balance.


4.4.
Certain Additional Rights. Notwithstanding anything to the contrary herein, in the event Borrower fails to make any
payment when due or fails to deliver any Conversion Shares as and when required under this Note, then the Lender Conversion Price
for all Lender Conversions occurring after the date of such failure to pay shall equal the lower of the Lender Conversion Price
and the Market Price as of any applicable date of Conversion. For the avoidance of doubt, Lender’s exercise of the rights
granted to it pursuant to this Section 4.4 shall not relieve Borrower of its obligation to continue paying the Installment Amount
on all future Installment Dates.


5.
Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and
enforceable obligation of Borrower not subject to offset (except as set forth in Section 19 below), deduction or counterclaim of
any kind. Borrower hereby waives any rights of offset it now has or may have hereafter against Lender, its successors and assigns,
and agrees to make the payments or Conversions called for herein in accordance with the terms of this Note.


6.
Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by
the party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any
other provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing
waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in
writing.


7.
Rights Upon Issuance of Securities.


7.1.
Subsequent Equity Sales. Except with respect to Excluded Securities, if Borrower or any subsidiary thereof, as applicable,
at any time this Note is outstanding, shall sell, issue or grant any Common Stock, option to purchase Common Stock, right to reprice,
preferred shares convertible into Common Stock, or debt, warrants, options or other instruments or securities to Lender or any
third party which are convertible into or exercisable or exchangeable for shares of Common Stock (collectively, the “Equity
Securities”), including without limitation any Deemed Issuance, at an effective price per share less than the then effective
Lender Conversion Price (such issuance is referred to herein as a “Dilutive Issuance”), then, the Lender Conversion
Price shall be automatically reduced and only reduced to equal such lower effective price per share. If the holder of any Equity
Securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion,
exercise or exchange prices or otherwise, or due to warrants, options, or rights per share which are issued in connection with
such Dilutive Issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Lender
Conversion Price, such issuance shall be deemed to have occurred for less than the Lender Conversion Price on the date of such
Dilutive Issuance, and the then effective Lender Conversion Price shall be reduced and only reduced to equal such lower effective
price per share. Such adjustments described above to the Lender Conversion Price shall be permanent (subject to additional adjustments
under this section), and shall be made whenever such Equity Securities are issued. Borrower shall notify Lender, in writing, no
later than the Trading Day following the issuance of any Equity Securities subject to this Section 7.1, indicating therein the
applicable issuance price, or applicable reset price, exchange price, conversion price, or other pricing terms (such notice, the
“Dilutive Issuance Notice”). For purposes of clarity, whether or not Borrower provides a Dilutive Issuance Notice
pursuant to this Section 7.1, upon the occurrence of any Dilutive Issuance, on the date of such Dilutive Issuance the Lender Conversion
Price shall be lowered to equal the applicable effective price per share regardless of whether Borrower or Lender accurately refers
to such lower effective price per share in any subsequent Installment Notice or Lender Conversion Notice.


7.2.
Adjustment of Lender Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision
hereof, if Borrower at any time on or after the Effective Date subdivides (by any stock split, stock dividend, recapitalization
or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Lender Conversion
Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision hereof, if
Borrower at any time on or after the Effective Date combines (by combination, reverse stock split or otherwise) one or more classes
of its outstanding shares of Common Stock into a smaller number of shares, the Lender Conversion Price in effect immediately prior
to such combination will be proportionately increased. Any adjustment pursuant to this Section 7.2 shall become effective immediately
after the effective date of such subdivision or combination. If any event requiring an adjustment under this Section 7.2 occurs
during the period that a Lender Conversion Price is calculated hereunder, then the calculation of such Lender Conversion Price
shall be adjusted appropriately to reflect such event.


7.3.
Other Events. In the event that Borrower (or any subsidiary) shall take any action to which the provisions hereof
are not strictly applicable, or, if applicable, would not operate to protect Lender from dilution or if any event occurs of the
type contemplated by the provisions of this Section 7 but not expressly provided for by such provisions (including, without
limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then Borrower’s
board of directors shall in good faith determine and implement an appropriate adjustment in the Lender Conversion Price so as to
protect the rights of Lender, provided that no such adjustment pursuant to this Section 7.3 will increase the Lender Conversion
Price as otherwise determined pursuant to this Section 7, provided further that if Lender does not accept such adjustments
as appropriately protecting its interests hereunder against such dilution, then Borrower’s board of directors and Lender
shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments,
whose determination shall be final and binding and whose fees and expenses shall be borne by Borrower.


8.
Borrower Installments.


8.1.
Installment Conversion Price. Subject to the adjustments set forth herein, the conversion price for each Installment
Conversion (the “Installment Conversion Price”) shall be the lesser of (a) the Lender Conversion Price, and
(b) the Market Price.


8.2.
Installment Conversions. Beginning on the date that is six (6) months after the Purchase Price Date and on the same
day of each month thereafter until the Maturity Date (each, an “Installment Date”), if paying in cash, Borrower
shall pay to Lender the applicable Installment Amount due on such date subject to the provisions of this Section 8, and if paying
in Installment Conversion Shares (as defined below), Borrower shall deliver such Installment Conversion Shares on or before the
Delivery Date. Payments of each Installment Amount may be made (a) in cash; provided, however, that in the event Lender
has paid off all or any portion of any Investor Note (such amount that is prepaid, the “Investor Note Prepayment Amount”),
Borrower may not pay any portion of any Installment Amount in cash for a period of ninety (90) days following the date Investor
delivered the applicable Investor Note Prepayment Amount to Borrower (the “Standstill Period”) and any payment
in cash of any Installment Amount made during the Standstill Period shall be deemed to be a prepayment pursuant to Section 1 above
and shall be subject to the Prepayment Premium provided in such section, or (b) by converting such Installment Amount into shares
of Common Stock (“Installment Conversion Shares”, and together with the Lender Conversion Shares, the “Conversion
Shares”) in accordance with this Section 8 (each instance of Borrower thus converting, an “Installment Conversion”)
per the following formula: the number of Installment Conversion Shares equals the portion of the applicable Installment Amount
being converted divided by the Installment Conversion Price, or (c) by any combination of the foregoing, so long as the cash is
delivered to Lender on the applicable Installment Date and the Installment Conversion Shares are delivered to Lender on or before
the applicable Delivery Date. Notwithstanding the foregoing, Borrower will not be entitled to elect an Installment Conversion with
respect to any portion of any applicable Installment Amount and shall be required to pay the entire amount of such Installment
Amount in cash if on the applicable Installment Date there is an Equity Conditions Failure, and such failure is not waived in writing
by Lender. Moreover, in the event Borrower desires to pay all or any portion of any Installment Amount in cash, it must notify
Lender in writing of such election and the portion of the applicable Installment Amount it elects to pay in cash not more than
twenty-five (25) or less than fifteen (15) Trading Days prior to the applicable Installment Date. If Borrower fails to so notify
Lender, it shall not be permitted to elect to pay any portion of such Installment Amount in cash unless otherwise agreed to by
Lender in writing or proposed by Lender in an Installment Notice delivered by Lender to Borrower. Notwithstanding the foregoing
or anything to the contrary herein, Borrower shall only be obligated to deliver Installment Amounts with respect to Tranches that
have become Conversion Eligible Tranches and shall have no obligation to pay to Lender any Installment Amount with respect to any
Tranche that has not become a Conversion Eligible Tranche. In furtherance thereof, in the event Borrower has repaid all Conversion
Eligible Tranches pursuant to the terms of this Note, it shall have no further obligations to deliver any Installment Amount to
Lender unless and until any Subsequent Tranche that was not previously a Conversion Eligible Tranche becomes a Conversion Eligible
Tranche pursuant to the terms of this Note. Notwithstanding that failure to repay this Note in full by the Maturity Date is an
Event of Default, the Installment Dates shall continue after the Maturity Date pursuant to this Section 8 until the Outstanding
Balance is repaid in full, provided that Lender shall, in Lender’s sole discretion, determine the Installment Amount for
each Installment Date after the Maturity Date.


8.3.
Allocation of Installment Amounts. Subject to Section 8.2 regarding an Equity Conditions Failure, for each Installment
Date, Borrower may elect to allocate the amount of the applicable Installment Amount between cash and Installment Conversion, by
email or fax delivery of a notice to Lender substantially in the form attached hereto as Exhibit B (each, an “Installment
Notice”), provided, that to be effective, each applicable Installment Notice must be received by Lender not more than
twenty-five (25) or less than fifteen (15) Trading Days prior to the applicable Installment Date. If Lender has not received an
Installment Notice within such time period, then Lender may prepare the Installment Notice and deliver the same to Borrower by
fax or email. Following its receipt of such Installment Notice, Borrower may either ratify Lender’s proposed allocation in
the applicable Installment Notice or elect to change the allocation by written notice to Lender by email or fax on or before 12:00
p.m. New York time on the applicable Installment Date, so long as the sum of the cash payments and the amount of Installment Conversions
equal the applicable Installment Amount, provided that Lender must approve any increase to the portion of the Installment Amount
payable in cash. If Borrower fails to notify Lender of its election to change the allocation prior to the deadline set forth in
the previous sentence (and seek approval to increase the amount payable in cash), it shall be deemed to have ratified and accepted
the allocation set forth in the applicable Installment Notice prepared by Lender. If neither Borrower nor Lender prepare and deliver
to the other party an Installment Notice as outlined above, then Borrower shall be deemed to have elected that the entire Installment
Amount be converted via an Installment Conversion. Borrower acknowledges and agrees that regardless of which party prepares the
applicable Installment Notice, the amounts and calculations set forth thereon are subject to correction or adjustment because of
error, mistake, or any adjustment resulting from an Event of Default or other adjustment permitted under the Transaction Documents
(an “Adjustment”). Furthermore, no error or mistake in the preparation of such notices, or failure to apply
any Adjustment that could have been applied prior to the preparation of an Installment Notice may be deemed a waiver of Lender’s
right to enforce the terms of the Note, even if such error, mistake, or failure to include an Adjustment arises from Lender’s
own calculation. Borrower shall deliver the Installment Conversion Shares from any Installment Conversion to Lender in accordance
with Section 9 below on or before each applicable Delivery Date.


9.
Method of Conversion Share Delivery. On or before the close of business on the third (3rd) Trading Day
following the Installment Date or the third (3rd) Trading Day following the date of delivery of a Lender Conversion
Notice, as applicable (the “Delivery Date”), Borrower shall, provided it is DWAC Eligible at such time, deliver
or cause its transfer agent to deliver the applicable Conversion Shares electronically via DWAC to the account designated by Lender
in the applicable Lender Conversion Notice or Installment Notice. If Borrower is not DWAC Eligible, it shall deliver to Lender
or its broker (as designated in the Lender Conversion Notice or Installment Notice, as applicable), via reputable overnight courier,
a certificate representing the number of shares of Common Stock equal to the number of Conversion Shares to which Lender shall
be entitled, registered in the name of Lender or its designee. For the avoidance of doubt, Borrower has not met its obligation
to deliver Conversion Shares by the Delivery Date unless Lender or its broker, as applicable, has actually received the certificate
representing the applicable Conversion Shares no later than the close of business on the relevant Delivery Date pursuant to the
terms set forth above. Moreover, and notwithstanding anything to the contrary herein or in any other Transaction Document, in the
event Borrower or its transfer agent refuses to deliver any Conversion Shares to Lender on grounds that such issuance is in violation
of Rule 144 under the Securities Act of 1933, as amended (“Rule 144”), Borrower shall deliver or cause its transfer
agent to deliver the applicable Conversion Shares to Lender with a restricted securities legend, but otherwise in accordance with
the provisions of this Section 9. In conjunction therewith, Borrower will also deliver to Lender a written opinion from its counsel
or its transfer agent’s counsel opining as to why the issuance of the applicable Conversion Shares violates Rule 144.


10.
Conversion Delays. If Borrower fails to deliver Conversion Shares in accordance with the timeframes stated in Sections
9, Lender, at any time prior to selling all of those Conversion Shares, as applicable, may rescind in whole or in part that particular
Conversion attributable to the unsold Conversion Shares, with a corresponding increase to the Outstanding Balance (any returned
amount will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144). In addition, for
each Lender Conversion, in the event that Lender Conversion Shares are not delivered by the fourth Trading Day (inclusive of the
day of the Lender Conversion), a late fee equal to the greater of (a) $500.00 and (b) 2% of the applicable Lender Conversion Share
Value rounded to the nearest multiple of $100.00 (but in any event the cumulative amount of such late fees for each Lender Conversion
shall not exceed 200% of the applicable Lender Conversion Share Value) will be assessed for each day after the third Trading Day
(inclusive of the day of the Lender Conversion) until Lender Conversion Share delivery is made; and such late fee will be added
to the Outstanding Balance (such fees, the “Conversion Delay Late Fees”). For illustration purposes only, if
Lender delivers a Lender Conversion Notice to Borrower pursuant to which Borrower is required to deliver 100,000 Lender Conversion
Shares to Lender and on the Delivery Date such Lender Conversion Shares have a Lender Conversion Share Value of $20,000.00 (assuming
a Closing Trade Price on the Delivery Date of $0.20 per share of Common Stock), then in such event a Conversion Delay Late Fee
in the amount of $500.00 per day (the greater of $500.00 per day and $20,000.00 multiplied by 2%, which is $400.00) would be added
to the Outstanding Balance of the Note until such Lender Conversion Shares are delivered to Lender. For purposes of this example,
if the Lender Conversion Shares are delivered to Lender twenty (20) days after the applicable Delivery Date, the total Conversion
Delay Late Fees that would be added to the Outstanding Balance would be $10,000.00 (20 days multiplied by $500.00 per day). If
the Lender Conversion Shares are delivered to Lender one hundred (100) days after the applicable Delivery Date, the total Conversion
Delay Late Fees that would be added to the Outstanding Balance would be $40,000.00 (100 days multiplied by $500.00 per day, but
capped at 200% of the Lender Conversion Share Value).


11.
Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents,
if at any time Lender shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance
would cause Lender (together with its affiliates) to beneficially own a number of shares exceeding 9.99% of the number of shares
of Common Stock outstanding on such date (including for such purpose the shares of Common Stock issuable upon such issuance) (the
“Maximum Percentage”), then Company must not issue to Lender shares of Common Stock which would exceed the Maximum
Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of
the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred
to herein as the “Ownership Limitation Shares”. Company will reserve the Ownership Limitation Shares for the
exclusive benefit of Lender. From time to time, Lender may notify Company in writing of the number of the Ownership Limitation
Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Company
shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the
number of the Ownership Limitation Shares. By written notice to Company, Lender may increase, decrease or waive the Maximum Percentage
as to itself but any such notice or waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day
notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.


12.
Payment of Collection Costs. If this Note is placed in the hands of an attorney for collection or enforcement prior
to commencing arbitration or legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Lender
otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note, then Borrower shall pay
the costs incurred by Lender for such collection, enforcement or action including, without limitation, attorneys’ fees and
disbursements. Borrower also agrees to pay for any costs, fees or charges of its transfer agent that are charged to Lender pursuant
to any Conversion or issuance of shares pursuant to this Note.


13.
Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender
has the right to have any such opinion provided by its counsel. Lender also has the right to have any such opinion provided by
Borrower’s counsel.


14.
Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning
the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of
Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Utah. The provisions set
forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.


15.
Resolution of Disputes.


15.1.
Arbitration of Disputes. By its acceptance of this Note, each party agrees to be bound by the Arbitration Provisions
(as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.


15.2.
Calculation Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any Calculation
(as defined in the Purchase Agreement), such dispute will be resolved in the manner set forth in the Purchase Agreement.


16.
Cancellation. After repayment or conversion of the entire Outstanding Balance, this Note shall be deemed paid in
full, shall automatically be deemed canceled, and shall not be reissued.


17.
Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this
Note.


18.
Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note and any shares
of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by Lender without the consent
of Borrower.


19.
Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a)
the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Investor Notes that,
under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender
under the Investor Notes (the “Lender Offset Right”), and (b) at any time Borrower shall be entitled to deduct
and offset any amount owing by the initial Lender under the Investor Notes from any amount owed by Borrower under this Note (the
“Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a)
a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit C, (b) the original Investor
Note being offset marked “cancelled” or, in the event the applicable Investor Note has been lost, stolen or destroyed,
a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In
the event that Borrower’s exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations
under this Note, Lender shall return the original Note to Borrower marked “cancelled” or, in the event this Note has
been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt,
Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions of this Note that are
satisfied by way of a Borrower Offset Right.


20.
Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Note
and the documents and instruments entered into in connection herewith.


21.
Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall
be given in accordance with the subsection of the Purchase Agreement titled “Notices.”


22.
Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or
provisions of this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because
of the parties’ inability to predict future interest rates, future share prices, future trading volumes and other relevant
factors. Accordingly, Lender and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed
under this Note are not penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (under
Lender’s and Borrower’s expectations that any such liquidated damages will tack back to the Purchase Price Date for
purposes of determining the holding period under Rule 144).


23.
Waiver of Jury Trial. EACH OF LENDER AND BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND
THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR THE RELATIONSHIPS OF THE PARTIES
HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE
STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING
SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.


24.
Voluntary Agreement. Borrower has carefully read this Note and has asked any questions needed for Borrower to understand
the terms, consequences and binding effect of this Note and fully understand them. Borrower has had the opportunity to seek the
advice of an attorney of Borrower’s choosing, or has waived the right to do so, and is executing this Note voluntarily and
without any duress or undue influence by Lender or anyone else.


25.
Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to
achieve the objective of Borrower and Lender to the fullest extent permitted by law and the balance of this Note shall remain in
full force and effect.


26.
Par Value Adjustments. If at any time Lender delivers a Conversion Notice to Borrower and as of such date the Conversion
Price would be less than the Par Value, then, as liquidated damages, Company must pay to Lender the Par Value Adjustment Amount
in cash within one (1) Trading Day of delivery of the applicable Conversion Notice (a “Par Value Adjustment”).
If Borrower does not deliver the Par Value Adjustment Amount as required, then such amount shall automatically be added to the
Outstanding Balance. The number of Conversion Shares deliverable pursuant to any relevant Conversion Notice following a Par Value
Adjustment shall be equal to (a) the Conversion Amount, divided by (b) the Par Value. In the event of a Par Value Adjustment, Lender
will use a Conversion Notice in substantially the form attached hereto as Exhibit D.


[Remainder of page intentionally left blank;
signature page follows]




    	 



    	 



    

IN WITNESS WHEREOF,
Borrower has caused this Note to be duly executed as of the Effective Date.


BORROWER:


Agritek
Holdings, Inc.


 


 


By:      /s/ B Michael Friedman      


Name: B. Michael
Friedman          


Title:   CEO                                      


 


ACKNOWLEDGED, ACCEPTED AND AGREED:


LENDER:


St.
George Investments LLC


 


By: Fife Trading, Inc., Manager


 


 


By:
/s/ John Fife                                    


John M. Fife, President


 


 




    	 



    	 



    

ATTACHMENT 1


DEFINITIONS


 


For purposes
of this Note, the following terms shall have the following meanings:


A1.
“Adjusted Outstanding Balance” means the Outstanding Balance of this Note as of the date the applicable
Fundamental Default occurred less any Conversion Delay Late Fees included in such Outstanding Balance.


A2.
“Approved Stock Plan” means any equity compensation plan which has been approved by the shareholders
of Borrower and is in effect as of the Purchase Price Date, pursuant to which Borrower’s securities may be issued to any
employee, officer or director for services provided to Borrower.


A3.
“Bloomberg” means Bloomberg L.P. (or if that service is not then reporting the relevant information regarding
the Common Stock, a comparable reporting service of national reputation selected by Lender and reasonably satisfactory to Borrower).


A4.
“Closing Bid Price” and “Closing Trade Price” means the last closing bid price and
last closing trade price, respectively, for the Common Stock on its principal market, as reported by Bloomberg, or, if its principal
market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as
the case may be) then the last bid price or last trade price, respectively, of the Common Stock prior to 4:00:00 p.m., New
York time, as reported by Bloomberg, or, if its principal market is not the principal securities exchange or trading market for
the Common Stock, the last closing bid price or last trade price, respectively, of the Common Stock on the principal securities
exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg, or if the foregoing do not apply,
the last closing bid price or last trade price, respectively, of the Common Stock in the over-the-counter market on the electronic
bulletin board for the Common Stock as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is
reported for the Common Stock by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers
for the Common Stock as reported by OTC Markets Group, Inc., and any successor thereto. If the Closing Bid Price or the Closing
Trade Price cannot be calculated for the Common Stock on a particular date on any of the foregoing bases, the Closing Bid Price
or the Closing Trade Price (as the case may be) of the Common Stock on such date shall be the fair market value as mutually determined
by Lender and Borrower. If Lender and Borrower are unable to agree upon the fair market value of the Common Stock, then such dispute
shall be resolved in accordance with the procedures in Section 15.2. All such determinations shall be appropriately adjusted
for any stock dividend, stock split, stock combination or other similar transaction during such period.


A5.
“Conversion” means a Lender Conversion under Section 3 or an Installment Conversion under Section 8.


A6.
“Conversion Eligible Outstanding Balance” means the Outstanding Balance of this Note less the sum of
each Subsequent Tranche that has not yet become a Conversion Eligible Tranche (i.e., Lender has not yet paid the outstanding balance
of the Investor Note that corresponds to such Subsequent Tranche).


A7.
“Conversion Factor” means 60%, subject to the following adjustments. If at any time the lowest intra-day
trade price during the twenty (20) Trading Days immediately preceding any date of measurement is below $0.01, then in such event
the then-current Conversion Factor shall be reduced by 10% for all future Conversions (subject to other reductions set forth in
this section). If at any time after the Effective Date, Borrower is not DTC Eligible, then the then-current Conversion Factor will
automatically be reduced by 5% for all future Conversions. If at any time after the Effective Date, the Conversion Shares are not
DTC Eligible, then the then-current Conversion Factor will automatically be reduced by an additional 5% for all future Conversions.
Finally, in addition to the Default Effect, if any Major Default occurs after the Effective Date, the Conversion Factor shall automatically
be reduced for all future Conversions by an additional 5% for each of the first three (3) Major Defaults that occur after the Effective
Date (for the avoidance of doubt, each occurrence of any Major Default shall be deemed to be a separate occurrence for purposes
of the foregoing reductions in Conversion Factor, even if the same Major Default occurs three (3) separate times). For example,
the first time Borrower is not DTC Eligible, the Conversion Factor for future Conversions thereafter will be reduced from 60% to
55% for purposes of this example. Following such event, the first time the Conversion Shares are no longer DTC Eligible, the Conversion
Factor for future Conversions thereafter will be reduced from 55% to 50% for purposes of this example. If, thereafter, there are
three (3) separate occurrences of a Major Default pursuant to Section 4.1(c), then for purposes of this example the Conversion
Factor would be reduced by 5% for the first such occurrence, and so on for each of the second and third occurrences of such Major
Default.


A8.
“Deemed Issuance” means an issuance of Common Stock that shall be deemed to have occurred on the latest
possible permitted date pursuant to the terms hereof the event Borrower fails to deliver Conversion Shares as and when required
pursuant to Section 9 of the Note. For the avoidance of doubt, if Borrower has elected or is deemed under Section 8.3 to have elected
to pay an Installment Amount in Installment Conversion Shares and fails to deliver such Installment Conversion Shares, such failure
shall be considered a Deemed Issuance hereunder even if an Equity Conditions Failure exists at that time or other relevant date
of determination.


A9.
“Default Effect” means multiplying the Conversion Eligible Outstanding Balance as of the date the applicable
Event of Default occurred by (a) 15% for each occurrence of any Major Default, or (b) 5% for each occurrence of any Minor Default,
and then adding the resulting product to the Outstanding Balance as of the date the applicable Event of Default occurred, with
the sum of the foregoing then becoming the Outstanding Balance under this Note as of the date the applicable Event of Default occurred;
provided that the Default Effect may only be applied three (3) times hereunder with respect to Major Defaults and three (3) times
hereunder with respect to Minor Defaults; and provided further that the Default Effect shall not apply to any Event of Default
pursuant to Section 4.1(b) hereof.


A10.
“DTC” means the Depository Trust Company or any successor thereto.


A11.
“DTC Eligible” means, with respect to the Common Stock, that such Common Stock is eligible to be deposited
in certificate form at the DTC, cleared and converted into electronic shares by the DTC and held in the name of the clearing firm
servicing Lender’s brokerage firm for the benefit of Lender.


A12.
“DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer program.


A13.
“DWAC” means the DTC’s Deposit/Withdrawal at Custodian system.


A14.
“DWAC Eligible” means that (a) Borrower’s Common Stock is eligible at DTC for full services pursuant
to DTC’s operational arrangements, including without limitation transfer through DTC’s DWAC system, (b) Borrower has
been approved (without revocation) by DTC’s underwriting department, (c) Borrower’s transfer agent is approved as an
agent in the DTC/FAST Program, (d) the Conversion Shares are otherwise eligible for delivery via DWAC; (e) Borrower has previously
delivered all Conversion Shares to Lender via DWAC; and (f) Borrower’s transfer agent does not have a policy prohibiting
or limiting delivery of the Conversion Shares via DWAC.


A15.
“Equity Conditions Failure” means that any of the following conditions has not been satisfied during
any applicable Equity Conditions Measuring Period (as defined below): (a) with respect to the applicable date of determination
all of the Conversion Shares would be freely tradable under Rule 144 or without the need for registration under any applicable
federal or state securities laws (in each case, disregarding any limitation on conversion of this Note); (b) on each day during
the period beginning one month prior to the applicable date of determination and ending on and including the applicable date of
determination (the “Equity Conditions Measuring Period”), the Common Stock is listed or designated for quotation
(as applicable) on any of NYSE, NASDAQ, OTCQX, OTCQB, or OTC Pink Current Information (each, an “Eligible Market”)
and shall not have been suspended from trading on any such Eligible Market (other than suspensions of not more than two (2) Trading
Days and occurring prior to the applicable date of determination due to business announcements by Borrower); (c) on each day
during the Equity Conditions Measuring Period, Borrower shall have delivered all shares of Common Stock issuable upon conversion
of this Note on a timely basis as set forth in Section 9 hereof and all other shares of capital stock required to be delivered
by Borrower on a timely basis as set forth in the other Transaction Documents; (d) any shares of Common Stock to be issued
in connection with the event requiring determination may be issued in full without violating Section 11 hereof (Lender acknowledges
that Borrower shall be entitled to assume that this condition has been met for all purposes hereunder absent written notice from
Lender); (e) any shares of Common Stock to be issued in connection with the event requiring determination may be issued in
full without violating the rules or regulations of the Eligible Market on which the Common Stock is then listed or designated for
quotation (as applicable); (f) on each day during the Equity Conditions Measuring Period, no public announcement of a pending,
proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated; (g) Borrower
shall have no knowledge of any fact that would reasonably be expected to cause any of the Conversion Shares to not be freely tradable
without the need for registration under any applicable state securities laws (in each case, disregarding any limitation on conversion
of this Note); (h) on each day during the Equity Conditions Measuring Period, Borrower otherwise shall have been in material
compliance with each, and shall not have breached any, term, provision, covenant, representation or warranty of any Transaction
Document; (i) without limiting clause (j) above, on each day during the Equity Conditions Measuring Period, there shall not
have occurred an Event of Default or an event that with the passage of time or giving of notice would constitute an Event of Default;
(k) on each Installment Date, the average and median daily dollar volume of the Common Stock on its principal market for the previous
twenty (20) Trading Days shall be greater than $20,000.00; (l) the ten (10) day average VWAP of the Common Stock is greater than
$0.01; and (m) the Common Stock shall be DTC Eligible as of each applicable Installment Date or other date of determination.


A16.
“Excluded Securities” means any shares of Common Stock, options, or convertible securities issued or
issuable in connection with any Approved Stock Plan; provided that the option term, exercise price or similar provisions
of any issuances pursuant to such Approved Stock Plan are not amended, modified or changed on or after the Purchase Price Date.


A17.
“Free Trading” means that (a) the shares or certificate(s) representing the applicable shares of Common
Stock have been cleared and approved for public resale by the compliance departments of Lender’s brokerage firm and the clearing
firm servicing such brokerage, and (b) such shares are held in the name of the clearing firm servicing Lender’s brokerage
firm and have been deposited into such clearing firm’s account for the benefit of Lender.


A18.
“Fundamental Default” means that Borrower either fails to pay the entire Outstanding Balance to Lender
on or before the Maturity Date or fails to pay the Mandatory Default Amount within three (3) Trading Days of the date Lender delivers
any notice of acceleration to Borrower pursuant to Section 4.2 of this Note.


A19.
“Fundamental Default Conversion Value” means the Adjusted Outstanding Balance multiplied by the highest
Fundamental Default Ratio that occurs during the Fundamental Default Measuring Period.


A20.
“Fundamental Default Measuring Period” means a number of months equal to the Outstanding Balance as of
the date the Fundamental Default occurred divided by the Installment Amount, with such number being rounded up to the next whole
month; provided, however, that if Borrower repays the entire Outstanding Balance prior to the conclusion of the Fundamental
Default Measuring Period, the Fundamental Default Measuring Period shall end on the date of repayment. For illustration purposes
only, if the Outstanding Balance were equal to $125,000.00 as of the date a Fundamental Default occurred and if the Installment
Amount were $28,500.00, then the Fundamental Default Measuring Period would equal five (5) months calculated as follows: $125,000.00/$28,500.00
equals 4.386, rounded up to five (5).


A21.
“Fundamental Default Ratio” means a ratio that will be calculated on each Trading Day during the Fundamental
Default Measuring Period by dividing the Closing Trade Price for the Common Stock on a given Trading Day by the Lender Conversion
Price (as adjusted pursuant to the terms hereof) in effect for such Trading Day.


A22.
“Fundamental Liquidated Damages Amount” means the greater of (a) (i) the quotient of the Outstanding
Balance on the date the Fundamental Default occurred divided by the then-current Conversion Factor, minus (ii) the Outstanding
Balance on the date the Fundamental Default occurred, or (b) the Fundamental Default Conversion Value.


A23.
“Fundamental Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly
or indirectly, in one or more related transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries
is the surviving corporation) any other person or entity, or (ii) Borrower or any of its subsidiaries shall, directly or indirectly,
in one or more related transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially
all of its respective properties or assets to any other person or entity, or (iii) Borrower or any of its subsidiaries shall,
directly or indirectly, in one or more related transactions, allow any other person or entity to make a purchase, tender or exchange
offer that is accepted by the holders of more than 50% of the outstanding shares of voting stock of Borrower (not including any
shares of voting stock of Borrower held by the person or persons making or party to, or associated or affiliated with the persons
or entities making or party to, such purchase, tender or exchange offer), or (iv) Borrower or any of its subsidiaries shall,
directly or indirectly, in one or more related transactions, consummate a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other person or
entity whereby such other person or entity acquires more than 50% of the outstanding shares of voting stock of Borrower (not including
any shares of voting stock of Borrower held by the other persons or entities making or party to, or associated or affiliated with
the other persons or entities making or party to, such stock or share purchase agreement or other business combination), or (v) Borrower
or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, reorganize, recapitalize or reclassify
the Common Stock, other than an increase in the number of authorized shares of Borrower’s Common Stock, or (b) any “person”
or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations
promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act),
directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of Borrower.


A24.
“Installment Amount” means $110,500.00 ($1,105,000.00 ÷ 10), plus the sum of any accrued and unpaid
interest on all Conversion Eligible Tranches as of the applicable Installment Date, and accrued and unpaid late charges, if any,
under this Note as of the applicable Installment Date, and any other amounts accruing or owing to Lender under this Note as of
such Installment Date; provided, however, that, if the remaining amount owing under all then-existing Conversion Eligible
Tranches or otherwise with respect to this Note as of the applicable Installment Date is less than the Installment Amount set forth
above, then the Installment Amount for such Installment Date (and only such Installment Amount) shall be reduced (and only reduced)
by the amount necessary to cause such Installment Amount to equal such outstanding amount.


A25.
“Lender Conversion Share Value” means the product of the number of Lender Conversion Shares deliverable
pursuant to any Lender Conversion multiplied by the Closing Trade Price of the Common Stock on the Delivery Date for such Lender
Conversion.


A26.
“Major Default” means any Event of Default occurring under Sections 4.1(a), 4.1(c), 4.1(l), or 4.1(p)
of this Note.


A27.
“Mandatory Default Amount” means the greater of (a) the Outstanding Balance (including all Tranches,
both Conversion Eligible Tranches and Subsequent Tranches that have not yet become Conversion Eligible Tranches) divided by the
Installment Conversion Price on the date the Mandatory Default Amount is demanded, multiplied by the VWAP on the date the Mandatory
Default Amount is demanded, or (b) the Outstanding Balance following the application of the Default Effect.


A28.
“Market Capitalization” means a number equal to (a) the average VWAP of the Common Stock for the immediately
preceding fifteen (15) Trading Days, multiplied by (b) the aggregate number of outstanding shares of Common Stock as reported on
Borrower’s most recently filed Form 10-Q or Form 10-K.


A29.
“Market Price” means the Conversion Factor multiplied by the lowest Closing Bid Price during the twenty
(20) Trading Days immediately preceding the applicable Conversion.


A30.
“Minimum Market Capitalization” means $10,000,000.


A31.
“Minor Default” means any Event of Default that is not a Major Default or a Fundamental Default.


A32.
“OID” means an original issue discount.


A33.
“Optional Prepayment Liquidated Damages Amount” means an amount equal to the difference between (a) the
product of (i) the number of shares of Common Stock obtained by dividing (1) the applicable Optional Prepayment Amount by (2) the
Lender Conversion Price as of the date Borrower delivered the applicable Optional Prepayment Amount to Lender, multiplied by (ii)
the Closing Trade Price of the Common Stock on the date Borrower delivered the applicable Optional Prepayment Amount to Lender,
and (b) the applicable Optional Prepayment Amount paid by Borrower to Lender. For illustration purposes only, if the applicable
Optional Prepayment Amount were $50,000.00, the Lender Conversion Price as of the date the Optional Prepayment Amount was paid
to Lender was equal to $0.75 per share of Common Stock, and the Closing Trade Price of a share of Common Stock as of such date
was equal to $1.00, then the Optional Prepayment Liquidated Damages Amount would equal $16,666.67 computed as follows: (a) $66,666.67
(calculated as (i) (1) $50,000.00 divided by (2) $0.75 multiplied by (ii) $1.00) minus (b) $50,000.00.


A34.
“Other Agreements” means, collectively, (a) all existing and future agreements and instruments between,
among or by Borrower (or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing
agreement or a material agreement that affects Borrower’s ongoing business operations.


A35.
“Outstanding Balance” means as of any date of determination, the Purchase Price, as reduced or increased,
as the case may be, pursuant to the terms hereof for payment, Conversion, offset, or otherwise, plus the OID, the Transaction Expense
Amount, accrued but unpaid interest, collection and enforcements costs (including attorneys’ fees) incurred by Lender, transfer,
stamp, issuance and similar taxes and fees related to Conversions, and any other fees or charges (including without limitation
Conversion Delay Late Fees) incurred under this Note.


A36.
“Par Value” means the par value of the Common Stock on any relevant date of determination. The Par Value
as of the Effective Date is $0.0001.


A37.
“Par Value Adjustment Amount” means an amount calculated as follows: (a) the number of Conversion Shares
deliverable under a particular Conversion Notice (prior to any Par Value Adjustment) multiplied by the Par Value, less (b) the
Conversion Amount (prior to any Par Value Adjustment), plus (c) $500.00. For illustration purposes only, if for a given Conversion,
the Conversion Amount was $20,000.00, the Conversion Price was $0.0008 and the Par Value was $0.001 then the Par Value Adjustment
Amount would be $5,500.00 (25,000,000 Conversion Shares ($20,000.00/$0.0008) multiplied by the Par Value of $0.001 ($25,000.00)
minus the Conversion Amount of $20,000.00 plus $500.00 equals $5,500.00).


A38.
“Purchase Price Date” means the date the Initial Cash Purchase Price is delivered by Lender to Borrower.


A39.
“Trading Day” means any day on which the New York Stock Exchange is open for trading.


A40. “VWAP”
means the volume weighted average price of the Common stock on the principal market for a particular Trading Day or set of Trading
Days, as the case may be, as reported by Bloomberg.




    	 



    	 



    

EXHIBIT A


St. George Investments LLC


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 





	Agritek Holdings, Inc.	Date: __________________







 


 


Attn: Michael B. Friedman, CEO


777 Brickell Avenue, Suite 500


Miami, Florida 33131


 


LENDER CONVERSION NOTICE


 


The above-captioned Lender
hereby gives notice to Agritek Holdings, Inc., a Delaware corporation (the “Borrower”), pursuant to that certain
Convertible Promissory Note made by Borrower in favor of Lender on December 20, 2017 (the “Note”), that Lender
elects to convert the portion of the Note balance set forth below into fully paid and non-assessable shares of Common Stock of
Borrower as of the date of conversion specified below. Said conversion shall be based on the Lender Conversion Price set forth
below. In the event of a conflict between this Lender Conversion Notice and the Note, the Note shall govern, or, in the alternative,
at the election of Lender in its sole discretion, Lender may provide a new form of Lender Conversion Notice to conform to the Note.
Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.


		A.	Date of Conversion: ____________



		B.	Lender Conversion #: ____________



		C.	Conversion Amount: ____________



		D.	Lender Conversion Price: _______________



		E.	Lender Conversion Shares: _______________ (C divided by D)



		F.	Remaining Outstanding Balance of Note: ____________*



		G.	Remaining Balance of Investor Notes: ____________*
	 	H.	Outstanding
Balance of Note Net of Balance of Investor Notes: ____________* (F minus G)






* Subject to adjustments for corrections,
defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms
of which shall control in the event of any dispute between the terms of this Lender Conversion Notice and such Transaction Documents.


 


The Conversion Amount converted hereunder shall
be deducted from the following Conversion Eligible Tranche(s):


 


	Conversion Amount	Tranche No.
	 	 
	 	 
	 	 


 


Additionally, $_________________ of the
Conversion Amount converted hereunder shall be deducted from the Installment Amount(s) relating to the following Installment Date(s):
__________________________________________.


 


 


Please transfer the Lender Conversion
Shares electronically (via DWAC) to the following account:





	Broker: ___________________	Address:          	____________________
	DTC#: ___________________	 	____________________
	Account #: ________________	 	____________________
	Account Name: ____________	 	 







 


To the extent the Lender
Conversion Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such certificated shares
to Lender via reputable overnight courier after receipt of this Lender Conversion Notice (by facsimile transmission or otherwise)
to:


_____________________________________


_____________________________________


_____________________________________


 


Sincerely,


 


Lender:


 


St.
George Investments LLC


 


By: Fife Trading, Inc., Manager


 


 


By: ____________________________


John M. Fife, President


 







    	 



    	 



    

EXHIBIT B


Agritek Holdings, Inc.


777 Brickell Avenue, Suite 500


Miami, Florida 33131


 









	St. George Investments LLC	Date: _____________
	Attn: John Fife	 
	303 East Wacker Drive, Suite 1040	 
	Chicago, Illinois 60601	 








INSTALLMENT NOTICE


The above-captioned Borrower hereby
gives notice to St. George Investments LLC, a Utah limited liability company (the “Lender”), pursuant to that
certain Convertible Promissory Note made by Borrower in favor of Lender on December 20, 2017 (the “Note”), of
certain Borrower elections and certifications related to payment of the Installment Amount of $_________________ due on ___________,
201_ (the “Installment Date”). In the event of a conflict between this Installment Notice and the Note, the
Note shall govern, or, in the alternative, at the election of Lender in its sole discretion, Lender may provide a new form of Installment
Notice to conform to the Note. Capitalized terms used in this notice without definition shall have the meanings given to them in
the Note.


INSTALLMENT CONVERSION AND CERTIFICATIONS


AS OF THE INSTALLMENT DATE


 


		A.	INSTALLMENT CONVERSION



		A.	Installment Date: ____________, 201_



		B.	Installment Amount: ____________



		C.	Portion of Installment Amount to be Paid in Cash: ____________



		D.	Portion of Installment Amount to be Converted into Common Stock: ____________ (B minus C)



		E.	Installment Conversion Price: _______________ (lower of (i) Lender Conversion Price in effect and
(ii) Market Price as of Installment Date)



		F.	Installment Conversion Shares: _______________ (D divided by E)



		G.	Remaining Outstanding Balance of Note: ____________ *



		H.	Remaining Balance of Investor Notes: ____________*



		I.	Outstanding Balance of Note Net of Balance of Investor Notes: ____________ (G minus H)*



* Subject to adjustments for corrections,
defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms
of which shall control in the event of any dispute between the terms of this Installment Notice and such Transaction Documents.


 


		B.	EQUITY CONDITIONS CERTIFICATION



		1.	Market Capitalization:________________



(Check One)


		2.	_________ Borrower herby certifies that no Equity Conditions Failure exists as of the Installment
Date.



		3.	_________ Borrower hereby gives notice that an Equity Conditions Failure has occurred and requests
a waiver from Lender with respect thereto. The Equity Conditions Failure is as follows:



________________________________________________________________________


________________________________________________________________________


________________________________________________________________________


________________________________________________________________________


 


 





Sincerely,


Borrower:


Agritek
Holdings, Inc.


 


By: __________________________


Name: _______________________


Title: _________________________


 


ACKNOWLEDGED AND CERTIFIED
BY:


Lender:


St.
George Investments LLC


 


By: Fife Trading, Inc., Manager


 


 


By: ___________________________


John M. Fife, President




    	 



    	 



    

EXHIBIT C


 


Agritek Holdings, Inc.


777 Brickell Avenue, Suite 500


Miami, Florida 33131


 


 


	St. George Investments LLC	Date: _____________
	Attn: John Fife	 
	303 East Wacker Drive, Suite 1040	 
	Chicago, Illinois 60601	 



 


NOTICE OF EXERCISE


OF BORROWER OFFSET RIGHT


 


The above-captioned Borrower hereby
gives notice to St. George Investments LLC, a Utah limited liability company (the “Lender”), pursuant to that
certain Convertible Promissory Note made by Borrower in favor of Lender on December 20, 2017 (the “Note”), of
Borrower’s election to exercise the Borrower Offset Right as set forth below. In the event of a conflict between this Notice
of Exercise of Borrower Offset Right and the Note, the Note shall govern. Capitalized terms used in this notice without definition
shall have the meanings given to them in the Note.


 


		A.	Effective Date of Offset: ____________, 201_



		B.	Amount of Offset: ____________



		C.	Investor Note(s) Being Offset: _______________



 


* Subject to adjustments for corrections,
defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms
of which shall control in the event of any dispute between the terms of this Notice of Exercise of Borrower Offset Right and such
Transaction Documents.


 


Sincerely,


Borrower:


Agritek
Holdings, Inc.


 


By: __________________________


Name: _______________________


Title: _________________________





    	 



    	 



    

EXHIBIT D


St. George Investments LLC


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 


	Agritek Holdings, Inc.	Date: __________________



 


 


Attn: Michael B. Friedman, CEO


777 Brickell Avenue, Suite 500


Miami, Florida 33131


 


LENDER CONVERSION NOTICE


 


The above-captioned Lender
hereby gives notice to Agritek Holdings, Inc., a Delaware corporation (the “Borrower”), pursuant to that certain
Convertible Promissory Note made by Borrower in favor of Lender on December 20, 2017 (the “Note”), that Lender
elects to convert the portion of the Note balance set forth below into fully paid and non-assessable shares of Common Stock of
Borrower as of the date of conversion specified below. Said conversion shall be based on the Conversion Price set forth below.
In the event of a conflict between this Conversion Notice and the Note, the Note shall govern, or, in the alternative, at the election
of Lender in its sole discretion, Lender may provide a new form of Conversion Notice to conform to the Note. Capitalized terms
used in this notice without definition shall have the meanings given to them in the Note.


		A.	Date of Conversion: ____________



		B.	Lender Conversion #: ____________



		C.	Conversion Amount: ____________



		D.	Par Value Adjustment Amount: _______________



		E.	Lender Conversion Price: _______________ (Par Value)



		F.	Lender Conversion Shares: _______________ (C divided by E)



		G.	Remaining Outstanding Balance of Note: ____________*



		H.	Remaining Balance of Investor Notes: ____________*



		I.	Outstanding Balance of Note Net of Balance of Investor Notes: ____________* (F minus G)



* Subject to adjustments for corrections,
defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms
of which shall control in the event of any dispute between the terms of this Lender Conversion Notice and such Transaction Documents.


 


The Conversion Amount converted hereunder shall
be deducted from the following Conversion Eligible Tranche(s):


 


	Conversion Amount	Tranche No.
	 	 
	 	 
	 	 


 


Additionally, $_________________ of the
Conversion Amount converted hereunder shall be deducted from the Installment Amount(s) relating to the following Installment Date(s):
__________________________________________.


 


 


Please transfer the Lender Conversion
Shares electronically (via DWAC) to the following account:


	Broker: ___________________	Address:          	____________________
	DTC#: ___________________	 	____________________
	Account #: ________________	 	____________________
	Account Name: ____________	 	 



 


To the extent the Lender Conversion Shares
are not able to be delivered to Lender electronically via the DWAC system, deliver all such certificated shares to Lender via reputable
overnight courier after receipt of this Lender Conversion Notice (by facsimile transmission or otherwise) to:


_____________________________________


_____________________________________


_____________________________________


 


 


The Par Value Adjustment Amount must be paid
in cash within one (1) Trading Day of your receipt of this Conversion Notice.


 


Sincerely,


 


Lender:


 


St.
George Investments LLC


 


By: Fife Trading, Inc., Manager


 


 


By: ______________________________


John M. Fife, President