Exhibit
10.4


 


THE SECURITIES OFFERED
HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER (THE "1933 ACT)


 


 


US $156,749.09      


 


PARTIAL REPLACEMENT NOTE ORIGINALLY ISSUED
JANUARY 31, 2014 IN THE AMOUNT OF $1,660,000.00


 


AGRITEK HOLDINGS, INC.


8% CONVERTIBLE REDEEMABLE NOTE


DUE JANUARY 19, 2017


 


 


FOR VALUE RECEIVED,
AGRITEK HOLDINGS, Inc. (the “Company”) promises to pay to the order of CEREBRUS FINANCE GROUP, LTD and its authorized
successors and permitted assigns ("Holder"), the aggregate principal face amount of One Hundred Fifty Six Thousand
Seven Hundred Forty Nine Dollars and 09/100 cents (U.S. $156,749.09) on January 19, 2017 ("Maturity Date") and
to pay interest on the principal amount outstanding hereunder at the rate of 8% per annum commencing on January 19, 2016. The
interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration
and transfers of this Note. The principal of, and interest on, this Note are payable at Craigmuir Chambers, Road Town, Tortola
VG 1110, British Virgin Islands, initially, and if changed, last appearing on the records of the Company as designated in writing
by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon this
Note on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or
wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check
or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for
principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common
Stock (as defined below) pursuant to paragraph 4(b) herein.


 


This Note is subject
to the following additional provisions:


 


1.This Note is
exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder
surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder shall
pay any tax or other governmental charges payable in connection therewith.


 


2.The Company
shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.


 


3.This Note may
be transferred or exchanged only in compliance with the Securities Act of 1933, as amended ("Act") and applicable
state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to due
presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is
duly registered on the Company's records as the owner hereof for all other purposes, whether or not this Note be overdue, and
neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing
to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a),
and any prospective transferee of this Note, also is required to give the Company written confirmation that this Note is being
converted ("Notice of Conversion") in the form annexed hereto as Exhibit A. The date of receipt (including
receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.


 


4.(a)The Holder
of this Note is entitled, at its option, after full cash payment for the shares convertible hereunder, to convert all or
any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common
Stock"), at a price ("Conversion Price") for each share of Common Stock equal to 58% of the lowest
closing bid price of the Common Stock as reported on the OTCQB maintained by the OTC Markets Group, Inc. upon which the
Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"),
for the eighteen prior trading days including the day upon which a Notice of Conversion is
received by the Company or its transfer agent (provided such Notice of Conversion is delivered by fax or other electronic method
of communication to the Company or its transfer agent after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes
to include the same day closing price). If the shares have not been delivered within 3 business days, the Notice of Conversion
may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within
3 business days of receipt by the Company of the Notice of Conversion. Accrued but unpaid interest shall be subject to conversion.
No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable
shall be rounded to the nearest whole share. To the extent the Conversion Price of the Company’s Common Stock closes
below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce
the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this increase.
In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 48%
instead of 58% while that “Chill” is in effect. In no event shall the Holder be allowed to effect a conversion
if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would
exceed 9.9% of the outstanding shares of the Common Stock of the Company.


 


    (b)Interest
on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company
in Common Stock ("Interest Shares"). Holder may, at any time, send in a Notice of Conversion to the Company for Interest
Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a
portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.


 


    (c)This
note may not be prepaid.


 


    (d)
Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series
of related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of
the Common Stock, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company
is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company
and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock)
(each of items (i), (ii) and (iii) being referred to as a "Sale Event"), then, in each case, the Company shall, upon
request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the
date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together
with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion
Price.


 


    (e)
In case of any Sale Event in connection with which this Note is not redeemed or converted, the Company shall cause effective
provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or
convert this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon
such reclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares of
Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note,
immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration
received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the
Company or successor person or entity acting in good faith.


 


5.No provision
of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of,
and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.


 


6.The Company
hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor,
notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and
shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.


 


7.The Company
agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the Holder in
collecting any amount due under this Note.


 


8.If one or more
of the following described "Events of Default" shall occur:


 


(a)The Company
shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or


 


(b)Any of the
representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore
or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or the Securities
Purchase Agreement under which this note was issued shall be false or misleading in any material respect; or


 


(c)The Company
shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the Company
under this Note or any other note issued to the Holder; or


 


(d)The Company
shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment
for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee,
liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief,
consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal
or state laws as applicable; or


 


(e)A trustee,
liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent
and shall not be discharged within thirty (30) days after such appointment; or


 


(f)Any governmental
agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the
whole or any substantial portion of the properties or assets of the Company; or


 


(g)One or more
money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the aggregate,
shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded
or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale
thereunder; or


 


(h)defaulted on
or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default
within the appropriate grace period; or


 


(i)The Company
shall have its Common Stock delisted from a trading market (including the OTC BB market) or, if the Common Stock trades on an
exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its 1934 act
reports with the SEC;


 


(j)If a majority
of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;


 


(k)The Company
shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days
of its receipt of a Notice of Conversion; or


 


(l) The Company
shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder.


 


(m)The Company
shall not be “current” in its filings with the Securities and Exchange Commission; or


 


(n) The Company shall lose
the “bid” price for its stock in a market (including the OTCQB marketplace or other exchange).


 


Then, or at any time thereafter, unless
cured within 5 days, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder
(which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole
discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice
of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other
instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of
grace, enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law.
Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not
permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) the penalty
shall be $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to
the Company. This penalty shall increase to $500 per day beginning on the 10th day. The penalty for a breach of Section
8(n) shall be an increase of the outstanding principal amounts by 20%. In case of a breach of Section 8(i), the outstanding principal
due under this Note shall increase by 50%. If this Note is not paid at maturity, the outstanding principal due under this Note
shall increase by 10%. Further, if a breach of Section 8(m) occurs or is continuing after the 6 month anniversary of the Note,
then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion.
For example, if the lowest closing bid price during the delinquency period is $0.01 per share and the conversion discount is 50%
the Holder may elect to convert future conversions at $0.005 per share. If this Note is not paid at maturity, the outstanding principal
due under this Note shall increase by 10%.


 


 


If the Holder shall commence an action
or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then if the Holder
prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’ fees and other costs and expenses
incurred in the investigation, preparation and prosecution of such action or proceeding.


 


Make-Whole for Failure to Deliver Loss.
At the Holder’s election, if the Company fails for any reason to deliver to the Holder the conversion shares by the by the
3rd business day following the delivery of a Notice of Conversion to the Company and if the Holder incurs a Failure to Deliver
Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable to the Holder in respect
of the Failure to Deliver Loss and the Company must make the Holder whole as follows:


Failure to Deliver Loss = [(High trade
price at any time on or after the day of exercise) x (Number of conversion shares)]


 


The Company must pay the Failure to Deliver
Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s written
notice to the Company.


 


9.In case any
provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable,
such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and
the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.


 


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


 


11.The Company
represents that it is not a “shell” issuer and has not been a “shell” issuer for the 12 months following
the Company’ having reported Form 10 type information indicating it is no longer a “shell issuer.


 


12.The Company
shall issue irrevocable transfer agent instructions reserving 863,379,000 shares of its Common Stock for conversions under this
Note, and a $34,775.00 note of even date herewith (the “Share Reserve”). Upon full conversion of this Note, any shares
remaining in the Share Reserve shall be cancelled. The Company shall pay all transfer agent costs associated with issuing and
delivering the share certificates to Holder. If such amounts are to be paid by the Holder, it may deduct such amounts from the
Conversion Price. The company should at all times reserve a minimum of four times the amount of shares required if the note would
be fully converted.  The Holder may reasonably request increases from time to time to reserve such amounts. The Company will
instruct its transfer agent to provide the outstanding share information to the Holder in connection with its conversions.


 


13.The Company
will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits, recapitalizations
etc. This notice shall be given to the Holder as soon as possible under law.


 


14.This Note shall be governed by and construed
in accordance with the laws of New York applicable to contracts made and wholly to be performed within the State of New York and
shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial
by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York. This Agreement may be executed
in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.


 


 






    	 	 	 



     


    

IN WITNESS WHEREOF,
the Company has caused this Note to be duly executed by an officer thereunto duly authorized.


 


 


Dated: ______________


 


 


 


AGRITEK HOLDINGS, INC.


By: __________________________________


Title: _________________________________



 






    	 	 	 



     


    

EXHIBIT A


 


 


NOTICE OF CONVERSION


 


(To be Executed by
the Registered Holder in order to Convert the Note)


 


The undersigned hereby
irrevocably elects to convert $___________ of the above Note into _________ Shares of Common Stock of AGRITEK HOLDINGS, Inc. (“Shares”)
according to the conditions set forth in such Note, as of the date written below.


 


If Shares are to be
issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable
with respect thereto.


 


Date of Conversion: ___________________________________________________


Applicable Conversion Price: ____________________________________________


Signature: ___________________________________________________________


[Print Name of Holder and Title of Signer]


Address:  ___________________________________________________________


 ___________________________________________________________


 


SSN or EIN: _______________________


Shares are to be registered in the following name: _____________________________________


 


Name: _____________________________________________________________


Address: ___________________________________________________________


Tel: ______________________________


Fax: ______________________________


SSN or EIN: _______________________


 


Shares are to be sent or delivered to the following account:


 


Account Name: ______________________________________________________


Address: ___________________________________________________________