Exhibit 10.5


 


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 12, 2015


 


FOR
VALUE RECEIVED, Max Sound Corporation. (the “Company”) promises to pay to the order of ADAR BAYS, 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 12, 2015 ("Maturity Date") and to pay interest on the principal amount
outstanding hereunder at the rate of 8% per annum commencing on May 12, 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 3411 Indian Creek Drive, Suite 403, Miami Beach, FL 33140, 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.


 



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                                  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.


 



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 (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 Com-pany, 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.


 



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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


 



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  (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.


 


Then, or at any time thereafter,
unless cured, 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 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. 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.


 


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.






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10.              Neither this Note nor any term hereof
may be amended, waived, dis- charged 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.          
  The Company shall issue irrevocable transfer agent instructions reserving 4,945,000 shares of its Common Stock for
conversions under this Note (the “Share Reserve”). The reserve shall be replenished as needed to allow for conversions
of this Note. Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company shall
pay all 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.


 



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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








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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”) accord- ing 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:_________________________________________________________


 


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