LOAN AGREEMENT


 


for a loan in the
amount of up to


 


$1,500,000.00


MADE
BY AND BETWEEN GREENWAY TECHNOLOGIES, INC.


a Texas corporation,
as Borrower the Lenders party hereto


AND


 


MABERT, LLC,


a Texas limited liability
company, as Agent


 


 


 


Dated as of September
[14], 2018




    	 



    	 



    

 


 


LOAN AGREEMENT


 


PREAMBLE


 


THIS
LOAN AGREEMENT (“Agreement”) is made as of September [14], 2018, by and among each of GREENWAY TECHNOLOGIES,
INC., a Texas corporation (the “Borrower”), the lenders party hereto (the “Lenders”) and
MABERT, LLC, a Texas limited liability company, its successors and assigns, as agent for the Lenders (“Agent”).


 


 


W I T N E S S E
T H:


 


RECITALS


 


 


A.
Borrower has applied to Lenders for a loan in the amount of up to ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00)
(the “Loan”) for the purpose of funding working capital and general corporate expenses, and Lender is willing
to make the Loan on the terms and conditions hereinafter set forth.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:


 


 


 


 


1.1       Defined
Terms.


 


ARTICLE I DEFINITIONS


 


The following terms as used herein shall
have the following meanings: Agreement: As such term is defined in the Preamble.


Applicable
Rate: At any time, the lower of (a) the interest rate specified in each Note, or (b) the Maximum Lawful Rate.


 


Bankruptcy
Code: Title 11 of the United States Code entitled “Bankruptcy” as now or hereafter in effect, or any successor
thereto or any other present or future bankruptcy or insolvency statute.


 


Borrower: As such term is defined
in the Preamble. Collateral: As such term is defined in the Security Agreement.


Default or default:Any
event, circumstance or condition, which, if it were to continue uncured, would, with notice or lapse of time or both, constitute
an Event of Default hereunder.




    	 



    	 



    

Default Rate:
A rate per annum equal to three percentage points (300 basis points) in excess of the Applicable Rate, but which shall not at any
time exceed the Maximum Lawful Rate.


 


Event of Default: As such term is defined in Article
6.


 


Governmental
Authority: Any federal, state, county or municipal government, or political subdivision thereof, any governmental or quasi-governmental
agency, authority, board, bureau, commission, department, instrumentality, or public body, or any court, administrative tribunal,
or public utility.


 


Laws: Collectively,
all federal, state and local laws, statutes, codes, ordinances, orders, rules and regulations, including judicial opinions or precedential
authority in the applicable jurisdiction.


 


Lender: As defined
in the opening paragraph of this Agreement, and including any successor holder of the Loan from time to time.


 


Loan: As defined in Recital A.


Loan Documents: Collectively,
this Agreement, the Security Agreement and the Notes. Material Adverse Change:If, in Agent’s reasonable discretion,
the business prospects,


operations or financial condition of a person,
entity or property has changed in a manner which could


impair the value of Lenders’
security for the Loan, prevent timely repayment of the Loan or otherwise prevent the applicable person or entity from timely performing
any of its material obligations hereunder or under the Note.


 


Maturity Date: As set forth in each Note.


 


Maximum Lawful Rate: As such term is defined
in the Notes.


 


Note: Each promissory
note, executed by Borrower and payable to the order of Lenders, evidencing the Loan.


 


Open the Loan, Opening
of the Loan or Loan Opening: The first disbursement of Loan proceeds.


 


Payment Date: With
respect to each Note, the last day of each calendar quarter, beginning on the last day of the calendar quarter during which such
Lender initially loans funds under said Note.


 


Security Agreement:That
certain Security Agreement, dated as of the date hereof, by Borrower in favor of Agent, as agent for the Lenders.


 


Warrant: Each warrant,
executed by Borrower for the benefit of each Lender, evidencing a right to purchase shares of the Borrower as set forth therein.


 


 


 


ARTICLE II


BORROWER’S REPRESENTATIONS
AND WARRANTIES




    	 



    	 



    

		2.1	Representations and Warranties.



 


To induce
Lender to execute this Agreement and perform its obligations hereunder, the Borrower hereby represents and warrants to Lender as
follows:


 


(a)               
The Borrower is a duly organized and validly existing limited corporation and has full power
and authority to execute, deliver and perform the Loan Documents, and such execution, delivery and performance have been duly authorized
by all requisite action on the part of the Borrower.


 


(b)              
No consent, approval or authorization of or declaration, registration or filing with any
Governmental Authority or nongovernmental person or entity, including any creditor, partner, or shareholder of the Borrower, is
required in connection with the execution, delivery and performance of the Loan Documents. The execution, delivery and performance
of the Loan Documents have not constituted and will not constitute, upon the giving of notice or lapse of time or both, a breach
or default under any other agreement to which the Borrower is a party or may be bound or affected, or a violation of any Law or
court order which may affect the Borrower or the Collateral, any part thereof, any interest therein, or the use thereof.


 


(c)               
Borrower has been advised by the Lenders to seek the advice of an attorney and
an accountant in connection with the Loan. The Borrower has had the opportunity to seek the advice of an attorney and accountant
of the Borrower's choice in connection with the Loan.


 


		(d)	There is no Default or Event of Default under the Loan Documents.



 


		2.2	Survival of Representations and Warranties.



 


Borrower
agrees that all of the representations and warranties set forth in this Agreement are true as of the date hereof, will be true
at the Loan Opening and, except for matters which have been disclosed by Borrower and approved by Lender in writing, at all times
thereafter. Each request for a disbursement hereunder shall constitute a reaffirmation of such representations and warranties,
as deemed modified in accordance with the disclosures made and approved as aforesaid, as of the date of such request.


 


ARTICLE
III LOAN


 


		3.1	Agreement to Borrow and Lend; Lender’s Obligation to Disburse.



 


Subject
to the terms, provisions and conditions of this Agreement and the other Loan Documents, Borrower agrees to borrow from Lenders
and Lenders agree to lend to Borrower the Loan, for the purposes and subject to all of the terms, provisions and conditions contained
in this Agreement.


 


(a)               
The maximum aggregate amount of the Loan shall not exceed One Million Five Hundred Thousand
Dollars ($1,500,000.00).


 


(b)               
Each Lender agrees, upon Borrower’s compliance with and satisfaction of all conditions
precedent to the Loan Opening, no Material Adverse Change has occurred with respect to




    	 



    	 



    

Borrower and no Default or Event of Default
has occurred and is continuing hereunder, to loan the Borrower the amount set forth opposite such Lender on Schedule A hereto.


 


(c)                 
Additional Lenders may become party to this Loan Agreement, by delivery by such Lenders
and acceptance by Borrower of a signature page hereto. Schedule A hereto shall be updated to reflect the amount of the Loan made
by any such additional Lender.


 


		3.2	Term of the Loan.



 


All principal,
interest and other sums due hereunder and under the Note shall be due and payable in full on the Maturity Date.


 


 


 


 


		4.1	Interest Rate.



ARTICLE IV INTEREST


 


(a)               
The Loan will bear interest at the Applicable Rate, unless the Default Rate is applicable.
The Loan shall bear interest at the Default Rate at any time at which an Event of Default shall exist. Interest at the Applicable
Rate (or Default Rate) shall be calculated for the actual number of days elapsed on the basis of a 365-day year, including the
first date of the applicable period to, but not including, the date of repayment.


 


		4.2	Payment Dates.



 


Borrower
shall make payments of all accrued but unpaid interest quarterly in arrears on each Payment Date.


 


		4.3	Prepayment; Extension.



Borrower shall not be allowed to
prepay the Loan prior to the Maturity Date. Each Lender, at its discretion, may offer to extend the Maturity Date of its Note by
one year. Such offer shall be made in writing, not less than thirty (30) days prior, nor more than sixty (60) days prior, to the
Maturity Date. Upon receipt of such offer, Borrower shall have twenty (20) days to accept or reject such extension. An extension
of one Lender’s Note shall not affect the Borrower’s obligation to pay the other Lenders’ Notes on the Maturity
Date.


 


		4.4	Pro Rata Payments.



 


Borrower
shall make all payments hereunder to the Agent. Agent shall distribute all such payments, to the Lenders, pro rata based on the
Lenders’ Loan Commitments and Amounts as shown on Schedule A hereto; provided that regular payments of interest shall
be distributed to the Lenders, pro rata based on the amount of interest owing to such Lender on the relevant Payment Date.


 


		4.5	Costs and Expenses.



 


Borrower
shall reimburse Agent and the Lenders for all costs and expenses incurred in connection with the negotiation, structuring and documentation
of the Loan, and for all costs and




    	 



    	 



    

expenses incurred in connection with the administration
or collection of the Loan, including in connection with any amendments or modifications thereto.


 


 


 


 


 


 


 


 


 


		5.1	Conditions Precedent.



ARTICLE V REQUIREMENTS
PRECEDENT


TO DISBURSEMENTS


 


Borrower
agrees that the Lenders’ obligation to Open the Loan is conditioned upon Borrower’s delivery, performance and satisfaction
of the following conditions precedent in form and substance satisfactory to Lender in its reasonable discretion:


 


		(a)	No Default: There shall exist no Default or Event of Default hereunder;



 


(b)              
Additional Documents: Borrower shall have executed and delivered the Loan Documents
and furnished to Agent and the Lenders such other documents or information as Agent and the Lenders shall reasonably request.


 


 


 


 


		6.1	Events of Default.



 


ARTICLE VI EVENTS
OF DEFAULT


 


The occurrence of any
one or more of the following shall constitute an “Event of Default” as said term is used herein:


 


(a)               
Failure of Borrower (i) (A) to make any payment of principal on the Maturity Date, or interest
when due on a Payment Date, or (B) to observe or perform any of the other covenants or conditions by Borrower to be performed under
the terms of this Agreement or the other Loan Documents concerning the payment of money, for a period of ten (10) days after written
notice from Lender that the same is due and payable; or (ii) for a period of ten (10) days after written notice from Lender, to
observe or perform any non-monetary covenant or condition contained in this Agreement or the Note; provided that if any such failure
concerning a non-monetary covenant or condition is susceptible to cure and cannot reasonably be cured within said ten (10) day
period, then Borrower shall have an additional thirty (30) day period to cure such failure and no Event of Default shall be deemed
to exist hereunder so long as Borrower commences such cure within the initial ten (10) day period and diligently and in good faith
pursue such cure to completion within such resulting forty


(40) day period from the date
of Lender’s notice; and provided further that if another subsection of this Section 6.1 applies to a particular breach
and does not expressly provide for a notice or grace period the specific provision shall control.


 


(b)              
If any representation or warranty made now or hereafter by Borrower is untrue or incorrect
at the time made or delivered, provided that if such breach is reasonably susceptible of cure,




    	 



    	 



    

then no Event of Default shall exist so long
as Borrower cures said breach (i) within the notice and cure period provided in (a)(i) above for a breach that can be cured
by the payment of money or


(ii) within the notice and cure period provided
in (a)(ii) above for any other breach.


 


(c)               
Borrower shall commence a voluntary case under the Bankruptcy Code; or an involuntary proceeding
is commenced against Borrower under the Bankruptcy Code and relief is ordered against Borrower, or the petition is controverted
but not dismissed or stayed within sixty (60) days after the commencement of the case, or a custodian (as defined in the Bankruptcy
Code) is appointed for or takes charge of all or substantially all of the property of Borrower; or Borrower commences any other
proceedings under any reorganization, insolvency or liquidation or similar Law of any jurisdiction relating to Borrower; or there
is commenced against Borrower any such proceeding which remains undismissed or unstayed for a period of sixty (60) days; or Borrower
fails to controvert in a timely manner any such case under the Bankruptcy Code or any such proceeding, or any order of relief or
other order approving any such case or proceeding is entered; or Borrower by any act or failure to act indicates its consent to,
approval of, or acquiescence in any such case or proceeding or the appointment of any custodian or the like of or for it for any
substantial part of its property or suffers any such appointment to continue undischarged or unstayed for a period of sixty


(60) days.


 


(d)              
Borrower shall make an assignment for the benefit of creditors, or shall admit in writing
its inability to pay its debts generally as they become due, or shall consent to the appointment of a receiver or trustee or liquidator
of all of its property or the major part thereof or if all or a substantial part of the assets of Borrower are attached, seized,
subjected to a writ or distress warrant, or are levied upon, or come into the possession
of any receiver, trustee, custodian or assignee for the benefit of creditors.


 


		(e)	If a Material Adverse Change occurs with respect to a Borrower or the Collateral.



 


ARTICLE VII


LENDER’S REMEDIES IN
EVENT OF DEFAULT


 


		7.1	Remedies Conferred Upon Lender.



 


Upon
the occurrence of any Event of Default, Agent may pursue any one or more of the following remedies concurrently or successively,
it being the intent hereof that none of such remedies shall be to the exclusion of any other:


 


(a)               
Withhold further disbursement of the proceeds of the Loan and/or terminate the Lenders’
obligations to make further disbursements hereunder;


 


		(b)	Declare the Notes to be immediately due and payable;



 


(c)               
Exercise or pursue any other remedy or cause of action permitted under this Agreement or
the other Loan Documents, or conferred upon Agent or the Lenders by operation of Law.


 


Notwithstanding the
foregoing, upon the occurrence of any Event of Default under Section 6.1(d) or (e) with respect to Borrower, all
amounts evidenced by the Notes shall automatically




    	 



    	 



    

become due and payable, without any presentment,
demand, protest or notice of any kind to Borrower.


 


 


 


 


		8.1	Modification; Waiver.



 


ARTICLE VIII GENERAL
PROVISIONS


 


No
modification, waiver, amendment or discharge of this Agreement or the other Loan Documents shall be valid unless the same is in
writing and signed by the party against which the enforcement of such modification, waiver, amendment or discharge is sought.


 


		8.2	Governing Law.



 


Irrespective
of the place of execution and/or delivery, this Agreement shall be governed by, and shall be construed in accordance with, the
laws of the State of Texas.


 


		8.3	Disclaimer by Lender.



 


This
Agreement is made for the sole benefit of Borrower, Agent and Lenders, and no other person or persons shall have any benefits,
rights or remedies under or by reason of this Agreement, or by reason of any actions taken by Agent or Lenders pursuant to this
Agreement.


 


		8.4	Notices.



 


Any
notice, demand, request or other communication which any party hereto may be required or may desire to give hereunder shall be
in writing and shall be deemed to have been properly given


(a) if hand delivered,
when delivered; (b) if mailed by United States Certified Mail (postage prepaid, return receipt requested), three (3) business days
after mailing; (c) if by Federal Express or other reliable overnight courier service, on the next business day after delivered
to such courier service or


(d) if by telecopier on the
day of transmission so long as a copy is sent on the same day by overnight courier to such party’s address as set forth on
the signature page hereto, or at such other address as the party to be served with notice may have furnished in writing to the
party seeking or desiring to serve notice as a place for the service of notice.


 


		8.5	Authorized Representative.



 


The
Borrower hereby appoints Ransom Jones, or his successor as chief financial officer, as its authorized representative for purposes
of dealing with the Agent and the Lenders on behalf of Borrower in respect of any and all matters in connection with this Agreement,
the other Loan Documents, and the Loan.


 


		8.6	Assignments and Transfers.



 


Borrower
shall not assign or attempt to assign its rights under this Agreement and any purported assignment shall be void. Subject to the
foregoing restrictions on transfer and assignment, this Agreement shall inure to the benefit of and shall be binding on the parties
hereto and their respective successors and permitted assigns.




    	 



    	 



    

 


		8.7	Waiver of Jury Trial.



 


BORROWER, AGENT
AND LENDERS EACH WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT
AND THE NOTE OR RELATING THERETO OR ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS AGREEMENT AND AGREE THAT
ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.


 


		8.8	No Oral Agreements.



 


THIS
WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


[Signature page follows.]




    	 



    	 



    

EXECUTED as of the date first set forth above.


 


BORROWER:


 


GREENWAY TECHNOLOGIES,
INC.,


a Texas corporation


 


By: /s/ Ransom Jones


Name: Ransom Jones


Title: Chief Financial Officer


 


 


Address for notices:


 


1521 N. Cooper
Street


Suite 205 Arlington, TX 76011 Facsimile: 


 


 


AGENT:


 


MABERT, LLC,


a Texas limited liability company


 





By: /s/ Kevin
Jones


Name: Kevin
Jones


Title: Managing Member


Facsimile:                         



 


Address for notices:


 





 


 


 


ADDITIONAL LENDERS – AS FOLLOWS BELOW:




    	 



    	 



    

LENDERS:


 


ALL COMMERCIAL FLOORS, INC.,


a Texas corporation


 





By: /s/ KevinJones


Name:Kevin  Jones


Title: President       


Facsimile:              



Address for notices:


 





 


 


Facsimile: 


 


 


 


CHRISTINE EARLY


an Individual


 



By: /s/ Christine Earley


Name:Christine
Earley





 


Address for notices:


 





 


 


Facsimile:                  


 


 


 


RANDY PATTERSON


an Individual


 


By: /s/ Randy
Patterson


Name: Randy Patterson



 


Address for notices:








Facsimile:                  


 





    	 



    	 



    




 




    	 



    	 



    

MICHAEL WYRENT


an Individual


 


 


By: /s/ Michael Wyrent


Name:Michael Wyrent






 


Address for notices:


 





                     Facsimile:                  


 


 


 


 


R. KEVIN JONES


an Individual


 



By: /s/ Kevin Jones


Name:Kevin Jones



 


 





 


 





 





 


 


ADDITIONAL LENDER(S):


 





 


 


 


 





 


 




    	 



    	 



    

Schedule A


 


Loan Commitments and Amounts


 


 


	Lender	Loan Amount	Date
	Randy Patterson	$100,000	9/14/2018
	Christine Earley	$100,000	10/23/2018
	Michael Wykrent	$100,000	11/6/2018
	R. Kevin Jones	$428,868.55	12/31/2018