Exhibit 10.9


  


THESE SECURITIES HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER SAID ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER SAID
ACT.


 


PROMISSORY NOTE


 


	U.S. $54,123.64	January 23, 2015


 


FOR VALUE RECEIVED, Penny
Auction Solutions., a Nevada corporation (the “Maker”), hereby promises to pay to Indeglia & Carney, a
professional corporation, or its successors and assigns (the “Payee”), at its address at 11900 W. Olympic Blvd.,
Suite 770, Los Angeles, CA 90064, or to such other address as Payee shall provide in writing to the Maker for such purpose, a
principal sum of Fifty Four Thousand One Hundred Twenty Three and 64/100 Dollars (U.S. $54,123.64). The entire principal amount
hereunder shall be due and payable in full on July 23, 2015 (the “Maturity Date”), or on such earlier date
as such principal amount may earlier become due and payable pursuant to the terms hereof.


 


1.        Interest
Rate. Interest shall accrue on the unpaid principal amount of this Promissory Note (the “Note”) at the
rate of ten percent (10%) per annum from the date of the first making of the loan, January 23, 2015 for such principal amount
until such unpaid principal amount is paid in full in accordance with the terms hereof. Interest hereunder shall be paid on the
Maturity Date or on such earlier date as the principal amount under this Note becomes due and payable and shall be computed on
the basis of a 360-day year for the actual number of days elapsed.


 


2.        Mandatory Prepayment
Upon Triggering Events. Upon the occurrence of a Triggering Event (as defined below), the Payee shall have the right (in addition
to all other rights it may have hereunder under this Note or under applicable law), exercisable at the sole option of the Payee,
to require the Maker to prepay all or a portion of the outstanding principal amount of this Note plus all accrued and unpaid interest
thereon. Such prepayment shall be due and payable within five (5) Business Days° of the date on which the notice for the payment
therefor is provided by the Payee.


 


A “Triggering Event”
means any one or more of the following events (whatever the reason and whether it shall be voluntary or involuntary, or effected
by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule, or regulation of any administrative
or governmental body):


 


(i)        any default in the
payment of the principal of interest on or other payments owing in respect of this Note, free of any claim of subordination, as
and when the same shall become due and payable (whether on the Maturity Date, by acceleration or otherwise);


 






    	-Exhibit B-



    	 



    

 


(ii)        the Maker or any
of its subsidiaries shall commence or there shall be commenced against the Maker or any such subsidiary a case under any applicable
bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Maker commences any other proceeding
under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar
law of any jurisdiction whether now or hereafter in effect relating to the Maker or any subsidiary thereof or there is commenced
against the Maker or any subsidiary thereof any such bankruptcy, insolvency or other proceeding which remains undismissed for a
period of 60 days; or the Maker or any subsidiary thereof is adjudicated insolvent or bankrupt; or any order of relief or other
order approving any such case or proceeding is entered; or the Maker or any subsidiary thereof suffers any appointment of any custodian
or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of 60 days; or
the Maker or any subsidiary thereof shall by any act or failure to act indicate its consent to, approval of or acquiescence in
any of the foregoing; or any corporate or other action is taken by the Maker or any subsidiary thereof for the purpose of effecting
any of the foregoing; or


 


(iii)       the Maker shall
fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach of (ii) this
Note or (ii) the Purchase Agreement, and such failure or breach shall not, if subject to the possibility of a cure by the Maker,
have been remedied within ten (10) days after the date on which notice of such failure or breach shall have been given to Maker.


 


3.        No Waiver of
Payee’s Rights, etc. All payments of principal and interest shall be made without setoff, deduction, or counterclaim.
No delay or failure on the part of the Payee in exercising any of its options, powers or rights, nor any partial or single exercise
of its options, powers or rights shall constitute a waiver thereof or of any other option, power or right, and no waiver on the
part of the Payee of any of its options, powers or rights shall constitute a waiver of any other option, power or right. The Maker
hereby waives presentment of payment, protest, and notices or demands in connection with the delivery, acceptance, performance,
default or endorsement of this Note. Acceptance by the Payee of less than the full amount due and payable hereunder shall in no
way limit the right of the Payee to require full payment of all sums due and payable hereunder in accordance with the terms hereof.


 


4.        Modifications.
No term or provision contained herein may be modified, amended or waived except by written agreement or consent signed by the party
to be bound thereby.


 


5.        Cumulative Rights
and Remedies; Usury. The rights and remedies of the Payee expressed herein are cumulative and not exclusive of any rights and
remedies otherwise available. If it shall be found that any interest outstanding hereunder shall violate applicable laws governing
usury, the applicable rate of interest outstanding hereunder shall be reduced to the maximum permitted rate of interest under such
law.


 


6.        Collection Expenses.
If this obligation is placed in the hands of an attorney for collection after default, and provided the Payee prevails on the merits
in respect to its claim of default, the Maker shall pay (and shall indemnify and hold harmless the Payee from and against), all
reasonable attorneys’ fees and expenses incurred by the Payee in pursuing collection of this Note.


 


7.        Successors and
Assigns. This Note shall be binding upon the Maker and its successors and shall inure to the benefit of the Payee and its successors
and assigns. The term “Payee” as used herein, shall also include any endorsee, assignee or other holder of this Note.


 






    	-Exhibit B-



    	 



    

 


8.        Lost or
Stolen Promissory Note. If this Note is lost, stolen, mutilated or otherwise destroyed, the Maker shall execute and
deliver to the Payee a new promissory note containing the same terms, and in the same form, as this Note. In such event, the
Maker may require the Payee to deliver to the Maker an affidavit of lost instrument and customary indemnity in respect
thereof as a condition to the delivery of any such new promissory note.


 


9.        Governing Law.
This Note shall be governed by and construed and enforced in accordance with the internal laws of the State of California without
regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts sitting in either the county of Los Angeles, State of California, for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably waives,
and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law.


 


10.      Consent to
Jurisdiction. Each of the Maker and the Payee hereby waives, and agrees not to assert in any such suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction in California of such court, that the suit, action or proceeding
is brought in an inconvenient forum, or that the venue of the suit, action, or proceeding is improper. Nothing in this Section
shall affect or limit any right to serve process in any other manner permitted by law.


 


11.      Definitions.
For the purposes hereof, the following terms shall have the following meanings:


 


“Business Day”
means any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the
State of Nevada or State of California are authorized or required by law or other government action to close.


 


“Person”
means a corporation, an association, a partnership, a limited liability company, an organization, a business, an individual, a
government or political subdivision thereof or a governmental agency.


 


“Purchase Agreement”
means that certain Securities Purchase Agreement dated as of January 23, 2015 by and between Maker and Payee.


 


IN WITNESS WHEREOF, the
Maker has caused this Convertible Promissory Note to be duly executed and delivered as of the date first set forth above.


 





	 	Penny Auction Solutions, Inc.
	 	 
	 	By:	
	 	Name:  Michael C. Holt 
	 	Title:  President


 






    	-Exhibit B-