Exhibit 10.3 


  


THIS
NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE 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
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”)


 


		US
    $105,000.00




 


MAX SOUND CORPORATION.

8% CONVERTIBLE REDEEMABLE NOTE

DUE MAY 1, 2015

BACK END


 


FOR
VALUE RECEIVED, Max Sound Corporation. (the “Company”) promises to pay to the order of LG CAPITAL FUNDING, LLC and
its authorized successors and permitted assigns ("Holder"), the aggregate principal face amount of One Hundred Five Thousand
Dollars exactly (U.S. $105,000.00) on May 1, 2015 ("Maturity Date") and to pay interest on the principal amount
outstanding hereunder at the rate of 8% per annum commencing on May 1, 2014. The Company acknowledges this Note was issued with
a 5% original issue discount (OID) and as such the issuance price was $100,000.00. 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 1218 Union Street, Suite #2, Brooklyn, NY 11225, 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 before or 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.


 



    	1



    	 



    




 


 





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, 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") without restrictive legend of any nature, at a
price ("Conversion Price") for each share of Common Stock equal to 65% of the lowest daily VWAP of
the Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Company’s shares are traded or any
exchange upon which the Common Stock may be traded in the future ("Exchange"), for the ten prior
trading days including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion
is delivered by fax or other electronic method of communication to the Company 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. Once the Holder has received
such shares of Common Stock, the Holder shall surrender this Note to the Company, executed by the Holder evidencing such Holder's
intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. 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. In the event the Company experiences
a DTC “Chill” on its shares, the conversion price shall be decreased to 55% instead of 65% while that “Chill”
is in effect.


 






    	2



    	 



    

 





 


  (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)   During the first six
months this Note is in effect, the Company may redeem this Note by paying to the Holder an amount as follows: (i) if the redemption
is within the first 90 days this Note is in effect, then for an amount equal to 130% of the unpaid principal amount of this Note
along with any interest that has accrued during that period, (ii) if the redemption is after the 90th day this Note
is in effect, but less than the 181st day this Note is in effect, then for an amount equal to 140% of the unpaid principal
amount of this Note along with any accrued interest. This Note may not be redeemed after 180 days. The redemption must be closed
and paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid and the Company
may not redeem this Note.


 


  (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, other than
a forward or reverse stock split or stock dividend, 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 (not to include a sale of all or substantially all of the Company’s assets) 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.


 



    	3



    	 



    




 


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 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 sixty (60) 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


 



    	4



    	 



    




 


  (h)   The Company shall
have 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 an exchange (including the OTCBB exchange) or, if the Common Stock trades on an exchange, then
trading in the Common Stock shall be suspended for more than 10 consecutive days;


 


  (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’s
Common Stock has a closing bid price of less than $0.10 per share for at least 5 consecutive trading days; or


 


  (n)   The aggregate dollar
trading volume of the Company’s Common Stock is less than fifty thousand dollars ($50,000.00) in any 5 consecutive trading
days; or


 


  (o)   The Company shall
cease to be “current” in its filings with the Securities and Exchange Commission.


 


Then, or at any time thereafter, unless cured
(except for 8(m) and 8(n) which are incurable defaults, the sole remedy of which is to allow the Holder to cancel both this
Note and the Holder Issued Note, 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 be accrue at a default interest rate of 16% per annum or, if such rate
is usurious or not permitted by current law, then at the highest rate of interest permitted by law. Further, if the Note becomes
due and payable, the Holder may use the outstanding principal and interest due under the Note to offset any payment obligations
it may have to the Company. In the event of a breach of 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.


 




    	5



    	 



    

 


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.


 


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 never been a “shell” issuer or that if it previously
has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10 type information
indicating it is no longer a “shell issuer. Further. The Company will instruct its counsel to either (i) write a 144- 3(a(9)
opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.


 


12.   Prior to
cash funding of this Note, The Company will issue irrevocable transfer agent instructions reserving 3x the number of shares of
Common Stock necessary to allow the holder to convert this note based on the discounted conversion price set forth in Section 4(a)
herewith and in accordance with Section 12 of the $105,000 144 note of even date herewith. The reserve shall be replenished as
needed to allow for conversions of this Note. Upon full conversion of this Note, the reserve representing this Note shall be cancelled.
The Company will pay all transfer agent costs associated with issuing and delivering the shares.


 


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.


 



    	6



    	 



    




 


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


 


	Dated: May 2, 2014	
	 	MAX SOUND CORPORATION
	 	By: /s/ Greg Halpern                 
	 	Title: Chairman & CFO





 







    	7



    	 



    

 


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 Max Sound Corporation. (“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:	___________________________________