EXHIBIT 10.2



 


8%
PROMISSORY NOTE


 


	$50,000.00	Date:
    April 30, 2013


 


FOR
VALUE RECEIVED, PAN GLOBAL, CORP., a Nevada corporation, (“Maker”), promises to pay Anatom
Associates SA (“Holder”), in lawful money of the United States, the principal sum of Fifty Thousand
Dollars ($50,000.00), plus interest thereon (the “Note”) from the date of issuance until paid in full, as
set forth below.


 


		1.	Interest
                                                                                                                                                                                                                      Rate



 


Interest
on the principal sum of this Note shall accrue at the rate of eight percent (8%) per annum, compounded annually, based on a 365-day
year and the actual number of days elapsed. Interest shall be payable by Maker on an annual basis and, except as provided in Paragraph
2 below, shall not be forgiven.


 


		2.	Payments/Forgiveness



 


The
entire principal sum and all accrued but unpaid interest and any other sums payable hereunder shall be due and payable in full
on the one year anniversary date of the date hereof. All payments hereunder shall be applied first to interest then
to principal.


 


		3.	Prepayment



 


The
Maker may prepay all or any portion of the principal of this Note at any time and from time to time without premium or penalty.
Any such prepayment shall be applied against the installments of principal due under this Note in the inverse order of their maturity
and shall be accompanied by payment of accrued interest on the amount prepaid to the date of prepayment.


 


		4.	Application
                                                                                                                                                                                                                      of
                                                                                                                                                                                                                      Payments



 


All
payments received by Holder shall be applied first to accrued interest, then to other charges due with respect to this Note, and
then to then-unpaid principal balance.


 


		5.	Cancellation
                                                                                                                                                                                                                      of
                                                                                                                                                                                                                      Note.



Upon
the repayment by the Maker of all of its obligations hereunder to the Holder, including, without limitation, the principal amount
of this Note, plus accrued but unpaid interest, the indebtedness evidenced hereby shall be deemed canceled and paid in full.


 


		6.	Severability.



 


If
any provision of this Note is, for any reason, invalid or unenforceable, the remaining provisions of this Note will nevertheless
be valid and enforceable and will remain in full force and effect. Any provision of this Note that is held invalid or unenforceable
by a court of competent jurisdiction will be deemed modified to the extent necessary to make it valid and enforceable and as so
modified will remain in full force and effect.


 



    	Page 1 of 5



    	 



    

 


		7.	Default
                                                                                                                                                                                                                      and
                                                                                                                                                                                                                      Remedies



 


		a.	Default



 


			Maker will be in default under
this Note if (i) Maker fails to make a payment of principal and/or interest hereunder when due; or (ii) Maker breaches any other
covenant or agreement under this Note; or (iii) Maker defaults under any other provision of this Note or under any guarantee or
other agreement providing security for the payment of this Note; or (iv) Maker breaches any representation or warranty under this
Note or any such guarantee or other agreement; or (v) there occurs the liquidation, dissolution, death or incompetency of the
Maker or any individual, corporation, partnership or other entity guaranteeing or providing security for the payment of this Note;
or (vi) there occurs the sale of a material portion of the business and assets of the Maker or any corporation, partnership or
other entity guaranteeing or providing security for the payment of this Note; or (vii) there occurs the making of any assignment
for the benefit of creditors by the Maker or by any individual, corporation, partnership or other entity guaranteeing or providing
security for the payment of this Note; or (viii) Maker is declared to be in default by a court of competent jurisdiction or by
an arbitrator for any reason.



 


		b.	Remedies



 


			Upon Maker’s default,
Holder may (i) upon fifteen (15) days’ written notice to Maker, declare the entire principal sum and all accrued and unpaid
interest hereunder immediately due and payable and (ii) exercise any and all remedies provided under applicable law. The Holder’s
remedies provided in this Note shall be cumulative and in addition to all other remedies available to the Holder under this Note,
at law or in equity (including a decree of specific performance and/or other injunctive relief), no remedy of the Holder contained
herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit the
Holder’s right to pursue actual damages for any failure by the Maker to comply with the terms of this Note. No remedy conferred
under this Note upon the Holder is intended to be exclusive of any other remedy available to the Holder, pursuant to the terms
of this Note or otherwise. No single or partial exercise by the Holder of any right, power or remedy hereunder shall preclude
any other or further exercise thereof. The failure of the Holder to exercise any right or remedy under this Note or otherwise,
or delay in exercising such right or remedy, shall not operate as a waiver thereof. Every right and remedy of the Holder under
any document executed in connection with this transaction may be exercised from time to time and as often as may be deemed expedient
by the Holder. The Maker acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder
and that the remedy at law for any such breach may be inadequate. The Maker therefore agrees that, in the event of any such breach
or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining
any breach, and specific performance without the necessity of showing economic loss and without any bond or other security being
required.



 



    	Page 2 of 5



    	 



    

 


		8.	Waivers



 


		a.	Maker,
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           endorsers
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           guarantors
                                                                                                                                                                                                                           hereof,
                                                                                                                                                                                                                           severally
                                                                                                                                                                                                                           waive
                                                                                                                                                                                                                           diligence,
                                                                                                                                                                                                                           presentment,
                                                                                                                                                                                                                           protest
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           demand
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           also
                                                                                                                                                                                                                           notice
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           dishonor
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           this
                                                                                                                                                                                                                           Note.
                                                                                                                                                                                                                           No
                                                                                                                                                                                                                           extension
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           time
                                                                                                                                                                                                                           for
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           payment
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           this
                                                                                                                                                                                                                           Note,
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           installment
                                                                                                                                                                                                                           hereof,
                                                                                                                                                                                                                           agreed
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           by
                                                                                                                                                                                                                           Holder
                                                                                                                                                                                                                           with
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           person
                                                                                                                                                                                                                           now
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           hereafter
                                                                                                                                                                                                                           liable
                                                                                                                                                                                                                           for
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           payment
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           this
                                                                                                                                                                                                                           Note,
                                                                                                                                                                                                                           shall
                                                                                                                                                                                                                           affect
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           original
                                                                                                                                                                                                                           liability
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           Maker
                                                                                                                                                                                                                           under
                                                                                                                                                                                                                           this
                                                                                                                                                                                                                           Note,
                                                                                                                                                                                                                           even
                                                                                                                                                                                                                           if
                                                                                                                                                                                                                           Maker
                                                                                                                                                                                                                           is
                                                                                                                                                                                                                           not
                                                                                                                                                                                                                           a
                                                                                                                                                                                                                           party
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           such
                                                                                                                                                                                                                           agreement.
                                                                                                                                                                                                                           Holder
                                                                                                                                                                                                                           may
                                                                                                                                                                                                                           waive
                                                                                                                                                                                                                           its
                                                                                                                                                                                                                           right
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           require
                                                                                                                                                                                                                           performance
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           compliance
                                                                                                                                                                                                                           with
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           term,
                                                                                                                                                                                                                           covenant
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           condition
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           this
                                                                                                                                                                                                                           Note
                                                                                                                                                                                                                           only
                                                                                                                                                                                                                           by
                                                                                                                                                                                                                           express
                                                                                                                                                                                                                           written
                                                                                                                                                                                                                           waiver.



 


		b.	The
                                                                                                                                                                                                                           failure
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           delay
                                                                                                                                                                                                                           by
                                                                                                                                                                                                                           Holder
                                                                                                                                                                                                                           in
                                                                                                                                                                                                                           exercising
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           its
                                                                                                                                                                                                                           rights
                                                                                                                                                                                                                           hereunder
                                                                                                                                                                                                                           in
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           instance
                                                                                                                                                                                                                           shall
                                                                                                                                                                                                                           not
                                                                                                                                                                                                                           constitute
                                                                                                                                                                                                                           a
                                                                                                                                                                                                                           waiver
                                                                                                                                                                                                                           thereof
                                                                                                                                                                                                                           in
                                                                                                                                                                                                                           that
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           other
                                                                                                                                                                                                                           instance.
                                                                                                                                                                                                                           Holder
                                                                                                                                                                                                                           may
                                                                                                                                                                                                                           not
                                                                                                                                                                                                                           waive
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           its
                                                                                                                                                                                                                           rights
                                                                                                                                                                                                                           except
                                                                                                                                                                                                                           by
                                                                                                                                                                                                                           an
                                                                                                                                                                                                                           instrument
                                                                                                                                                                                                                           in
                                                                                                                                                                                                                           writing
                                                                                                                                                                                                                           signed
                                                                                                                                                                                                                           by
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           holder.



 


		9.	Miscellaneous



 


		a.	Maker
                                                                                                                                                                                                                           shall
                                                                                                                                                                                                                           pay
                                                                                                                                                                                                                           all
                                                                                                                                                                                                                           costs,
                                                                                                                                                                                                                           including,
                                                                                                                                                                                                                           without
                                                                                                                                                                                                                           limitation,
                                                                                                                                                                                                                           reasonable
                                                                                                                                                                                                                           attorneys’
                                                                                                                                                                                                                           fees
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           costs
                                                                                                                                                                                                                           incurred
                                                                                                                                                                                                                           by
                                                                                                                                                                                                                           Holder
                                                                                                                                                                                                                           in
                                                                                                                                                                                                                           collecting
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           sums
                                                                                                                                                                                                                           due
                                                                                                                                                                                                                           hereunder,
                                                                                                                                                                                                                           whether
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           not
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           legal
                                                                                                                                                                                                                           action
                                                                                                                                                                                                                           is
                                                                                                                                                                                                                           actually
                                                                                                                                                                                                                           filed,
                                                                                                                                                                                                                           litigated
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           prosecuted
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           judgment
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           award.
                                                                                                                                                                                                                           In
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           event
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           action
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           legal
                                                                                                                                                                                                                           proceeding
                                                                                                                                                                                                                           concerning
                                                                                                                                                                                                                           this
                                                                                                                                                                                                                           Note
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           enforcement
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           rights
                                                                                                                                                                                                                           hereunder,
                                                                                                                                                                                                                           Holder
                                                                                                                                                                                                                           shall
                                                                                                                                                                                                                           be
                                                                                                                                                                                                                           entitled
                                                                                                                                                                                                                           to,
                                                                                                                                                                                                                           in
                                                                                                                                                                                                                           addition
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           other
                                                                                                                                                                                                                           relief
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           which
                                                                                                                                                                                                                           Holder
                                                                                                                                                                                                                           may
                                                                                                                                                                                                                           be
                                                                                                                                                                                                                           entitled,
                                                                                                                                                                                                                           all
                                                                                                                                                                                                                           legal
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           court
                                                                                                                                                                                                                           costs
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           expenses,
                                                                                                                                                                                                                           including
                                                                                                                                                                                                                           reasonable
                                                                                                                                                                                                                           attorneys’
                                                                                                                                                                                                                           fees,
                                                                                                                                                                                                                           incurred
                                                                                                                                                                                                                           by
                                                                                                                                                                                                                           Holder
                                                                                                                                                                                                                           in
                                                                                                                                                                                                                           connection
                                                                                                                                                                                                                           with
                                                                                                                                                                                                                           such
                                                                                                                                                                                                                           action.



 


		b.	This
                                                                                                                                                                                                                           Note
                                                                                                                                                                                                                           may
                                                                                                                                                                                                                           be
                                                                                                                                                                                                                           modified
                                                                                                                                                                                                                           only
                                                                                                                                                                                                                           by
                                                                                                                                                                                                                           a
                                                                                                                                                                                                                           written
                                                                                                                                                                                                                           agreement
                                                                                                                                                                                                                           executed
                                                                                                                                                                                                                           by
                                                                                                                                                                                                                           Maker
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           Holder.



 


		c.	This
                                                                                                                                                                                                                           Note
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           obligations
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           undersigned
                                                                                                                                                                                                                           shall
                                                                                                                                                                                                                           be
                                                                                                                                                                                                                           governed
                                                                                                                                                                                                                           in
                                                                                                                                                                                                                           all
                                                                                                                                                                                                                           respects
                                                                                                                                                                                                                           by
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           construed
                                                                                                                                                                                                                           in
                                                                                                                                                                                                                           accordance
                                                                                                                                                                                                                           with
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           laws
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           State
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           Nevada.
                                                                                                                                                                                                                           This
                                                                                                                                                                                                                           Note
                                                                                                                                                                                                                           shall
                                                                                                                                                                                                                           be
                                                                                                                                                                                                                           deemed
                                                                                                                                                                                                                           a
                                                                                                                                                                                                                           contract
                                                                                                                                                                                                                           made
                                                                                                                                                                                                                           under
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           laws
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           State
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           Nevada
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           validity
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           this
                                                                                                                                                                                                                           Note
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           all
                                                                                                                                                                                                                           rights
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           liabilities
                                                                                                                                                                                                                           hereunder
                                                                                                                                                                                                                           shall
                                                                                                                                                                                                                           be
                                                                                                                                                                                                                           determined
                                                                                                                                                                                                                           under
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           laws
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           said
                                                                                                                                                                                                                           State.
                                                                                                                                                                                                                           For
                                                                                                                                                                                                                           purposes
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           proceeding
                                                                                                                                                                                                                           involving
                                                                                                                                                                                                                           this
                                                                                                                                                                                                                           Note
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           obligations
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           undersigned,
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           undersigned
                                                                                                                                                                                                                           hereby
                                                                                                                                                                                                                           submits
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           non-exclusive
                                                                                                                                                                                                                           jurisdiction
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           courts
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           State
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           Nevada
                                                                                                                                                                                                                           having
                                                                                                                                                                                                                           jurisdiction
                                                                                                                                                                                                                           in
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           State
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           Nevada,
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           agrees
                                                                                                                                                                                                                           not
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           raise
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           waives
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           objection
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           defense
                                                                                                                                                                                                                           based
                                                                                                                                                                                                                           upon
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           venue
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           such
                                                                                                                                                                                                                           court
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           based
                                                                                                                                                                                                                           upon
                                                                                                                                                                                                                           forum
                                                                                                                                                                                                                           non
                                                                                                                                                                                                                           conveniens.
                                                                                                                                                                                                                           The
                                                                                                                                                                                                                           undersigned
                                                                                                                                                                                                                           agrees
                                                                                                                                                                                                                           not
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           bring
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           action
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           other
                                                                                                                                                                                                                           proceeding
                                                                                                                                                                                                                           with
                                                                                                                                                                                                                           respect
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           this
                                                                                                                                                                                                                           Note
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           with
                                                                                                                                                                                                                           respect
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           its
                                                                                                                                                                                                                           obligations
                                                                                                                                                                                                                           in
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           other
                                                                                                                                                                                                                           court
                                                                                                                                                                                                                           unless
                                                                                                                                                                                                                           such
                                                                                                                                                                                                                           courts
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           State
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           Nevada
                                                                                                                                                                                                                           determine
                                                                                                                                                                                                                           that
                                                                                                                                                                                                                           they
                                                                                                                                                                                                                           do
                                                                                                                                                                                                                           not
                                                                                                                                                                                                                           have
                                                                                                                                                                                                                           jurisdiction
                                                                                                                                                                                                                           in
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           matter.



 


		d.	The
                                                                                                                                                                                                                           terms
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           this
                                                                                                                                                                                                                           Note
                                                                                                                                                                                                                           shall
                                                                                                                                                                                                                           inure
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           benefit
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           bind
                                                                                                                                                                                                                           Maker
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           Holder
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           their
                                                                                                                                                                                                                           respective
                                                                                                                                                                                                                           heirs,
                                                                                                                                                                                                                           legal
                                                                                                                                                                                                                           representatives
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           successors
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           assigns.



 


		e.	Time
                                                                                                                                                                                                                           is
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           essence
                                                                                                                                                                                                                           with
                                                                                                                                                                                                                           respect
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           all
                                                                                                                                                                                                                           matters
                                                                                                                                                                                                                           set
                                                                                                                                                                                                                           forth
                                                                                                                                                                                                                           in
                                                                                                                                                                                                                           this
                                                                                                                                                                                                                           Note.



 


		f.	If
                                                                                                                                                                                                                           this
                                                                                                                                                                                                                           Note
                                                                                                                                                                                                                           is
                                                                                                                                                                                                                           destroyed,
                                                                                                                                                                                                                           lost
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           stolen,
                                                                                                                                                                                                                           Maker
                                                                                                                                                                                                                           will
                                                                                                                                                                                                                           deliver
                                                                                                                                                                                                                           a
                                                                                                                                                                                                                           new
                                                                                                                                                                                                                           Note
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           Holder
                                                                                                                                                                                                                           on
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           same
                                                                                                                                                                                                                           terms
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           conditions
                                                                                                                                                                                                                           as
                                                                                                                                                                                                                           this
                                                                                                                                                                                                                           Note,
                                                                                                                                                                                                                           with
                                                                                                                                                                                                                           a
                                                                                                                                                                                                                           notation
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           unpaid
                                                                                                                                                                                                                           principal
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           accrued
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           unpaid
                                                                                                                                                                                                                           interest
                                                                                                                                                                                                                           in
                                                                                                                                                                                                                           substitution
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           prior
                                                                                                                                                                                                                           Note.
                                                                                                                                                                                                                           Holder
                                                                                                                                                                                                                           shall
                                                                                                                                                                                                                           furnish
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           Maker
                                                                                                                                                                                                                           reasonable
                                                                                                                                                                                                                           evidence
                                                                                                                                                                                                                           that
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           Note
                                                                                                                                                                                                                           was
                                                                                                                                                                                                                           destroyed,
                                                                                                                                                                                                                           lost
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           stolen
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           security
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           indemnity
                                                                                                                                                                                                                           that
                                                                                                                                                                                                                           may
                                                                                                                                                                                                                           be
                                                                                                                                                                                                                           reasonably
                                                                                                                                                                                                                           required
                                                                                                                                                                                                                           by
                                                                                                                                                                                                                           Maker
                                                                                                                                                                                                                           in
                                                                                                                                                                                                                           connection
                                                                                                                                                                                                                           with
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           replacement
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           this
                                                                                                                                                                                                                           Note.
                                                                                                                                                                                                                           



 



    	Page 3 of 5



    	 



    

 


		g.	All
                                                                                                                                                                                                                           payments
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           principal
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           interest
                                                                                                                                                                                                                           shall
                                                                                                                                                                                                                           be
                                                                                                                                                                                                                           made
                                                                                                                                                                                                                           in
                                                                                                                                                                                                                           lawful
                                                                                                                                                                                                                           currency
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           United
                                                                                                                                                                                                                           States
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           America
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           Holder
                                                                                                                                                                                                                           at
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           address
                                                                                                                                                                                                                           shown
                                                                                                                                                                                                                           above
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           a
                                                                                                                                                                                                                           different
                                                                                                                                                                                                                           location
                                                                                                                                                                                                                           upon
                                                                                                                                                                                                                           receipt
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           written
                                                                                                                                                                                                                           notice
                                                                                                                                                                                                                           from
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           Holder.



 


		h.	The
                                                                                                                                                                                                                           Maker
                                                                                                                                                                                                                           agrees
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           pay
                                                                                                                                                                                                                           on
                                                                                                                                                                                                                           demand
                                                                                                                                                                                                                           (i)
                                                                                                                                                                                                                           all
                                                                                                                                                                                                                           expenses
                                                                                                                                                                                                                           (including,
                                                                                                                                                                                                                           without
                                                                                                                                                                                                                           limitation,
                                                                                                                                                                                                                           legal
                                                                                                                                                                                                                           fees
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           disbursements)
                                                                                                                                                                                                                           incurred
                                                                                                                                                                                                                           in
                                                                                                                                                                                                                           connection
                                                                                                                                                                                                                           with
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           negotiation
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           preparation
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           this
                                                                                                                                                                                                                           Note
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           documents
                                                                                                                                                                                                                           in
                                                                                                                                                                                                                           connection
                                                                                                                                                                                                                           with
                                                                                                                                                                                                                           this
                                                                                                                                                                                                                           Note,
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           (ii)
                                                                                                                                                                                                                           all
                                                                                                                                                                                                                           expenses
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           collecting
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           enforcing
                                                                                                                                                                                                                           this
                                                                                                                                                                                                                           Note
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           guarantee
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           collateral
                                                                                                                                                                                                                           securing
                                                                                                                                                                                                                           this
                                                                                                                                                                                                                           Note,
                                                                                                                                                                                                                           including,
                                                                                                                                                                                                                           without
                                                                                                                                                                                                                           limitation,
                                                                                                                                                                                                                           expenses
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           fees
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           legal
                                                                                                                                                                                                                           counsel,
                                                                                                                                                                                                                           court
                                                                                                                                                                                                                           costs
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           cost
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           appellate
                                                                                                                                                                                                                           proceedings.



 


		i.	The
                                                                                                                                                                                                                           headings
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           sections
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           this
                                                                                                                                                                                                                           Note
                                                                                                                                                                                                                           are
                                                                                                                                                                                                                           inserted
                                                                                                                                                                                                                           for
                                                                                                                                                                                                                           convenience
                                                                                                                                                                                                                           only
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           shall
                                                                                                                                                                                                                           not
                                                                                                                                                                                                                           be
                                                                                                                                                                                                                           deemed
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           constitute
                                                                                                                                                                                                                           a
                                                                                                                                                                                                                           part
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           this
                                                                                                                                                                                                                           Note.



 


		j.	This
                                                                                                                                                                                                                           Note
                                                                                                                                                                                                                           may
                                                                                                                                                                                                                           not
                                                                                                                                                                                                                           be
                                                                                                                                                                                                                           amended
                                                                                                                                                                                                                           without
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           written
                                                                                                                                                                                                                           approval
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           Holder
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           Maker.



 


		k.	None
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           parties
                                                                                                                                                                                                                           hereto
                                                                                                                                                                                                                           will
                                                                                                                                                                                                                           hereafter
                                                                                                                                                                                                                           enter
                                                                                                                                                                                                                           into
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           agreement,
                                                                                                                                                                                                                           which
                                                                                                                                                                                                                           is
                                                                                                                                                                                                                           inconsistent
                                                                                                                                                                                                                           with
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           rights
                                                                                                                                                                                                                           granted
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           parties
                                                                                                                                                                                                                           in
                                                                                                                                                                                                                           this
                                                                                                                                                                                                                           Note.


 

		l.	Nothing
                                                                                                                                                                                                                           herein
                                                                                                                                                                                                                           expressed
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           implied
                                                                                                                                                                                                                           is
                                                                                                                                                                                                                           intended
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           shall
                                                                                                                                                                                                                           be
                                                                                                                                                                                                                           construed
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           confer
                                                                                                                                                                                                                           upon
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           give
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           person
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           entity,
                                                                                                                                                                                                                           other
                                                                                                                                                                                                                           than
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           parties
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           this
                                                                                                                                                                                                                           Note
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           their
                                                                                                                                                                                                                           respective
                                                                                                                                                                                                                           permitted
                                                                                                                                                                                                                           successor
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           assigns,
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           rights
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           remedies
                                                                                                                                                                                                                           under
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           by
                                                                                                                                                                                                                           reason
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           this
                                                                                                                                                                                                                           Note.



 


		m.	As
                                                                                                                                                                                                                           a
                                                                                                                                                                                                                           material
                                                                                                                                                                                                                           inducement
                                                                                                                                                                                                                           for
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           Holder
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           loan
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           Maker
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           monies
                                                                                                                                                                                                                           hereunder,
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           Maker
                                                                                                                                                                                                                           hereby
                                                                                                                                                                                                                           waives
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           right
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           trial
                                                                                                                                                                                                                           by
                                                                                                                                                                                                                           jury
                                                                                                                                                                                                                           in
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           legal
                                                                                                                                                                                                                           proceeding
                                                                                                                                                                                                                           related
                                                                                                                                                                                                                           in
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           way
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           this
                                                                                                                                                                                                                           agreement
                                                                                                                                                                                                                           and/or
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           all
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           other
                                                                                                                                                                                                                           documents
                                                                                                                                                                                                                           associated
                                                                                                                                                                                                                           with
                                                                                                                                                                                                                           this
                                                                                                                                                                                                                           transaction.



 

		n.	This
                                                                                                                                                                                                                           Note
                                                                                                                                                                                                                           (including
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           recitals
                                                                                                                                                                                                                           hereto)
                                                                                                                                                                                                                           set
                                                                                                                                                                                                                           forth
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           entire
                                                                                                                                                                                                                           understanding
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           parties
                                                                                                                                                                                                                           with
                                                                                                                                                                                                                           respect
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           subject
                                                                                                                                                                                                                           matter
                                                                                                                                                                                                                           hereof,
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           shall
                                                                                                                                                                                                                           not
                                                                                                                                                                                                                           be
                                                                                                                                                                                                                           modified
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           affected
                                                                                                                                                                                                                           by
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           offer,
                                                                                                                                                                                                                           proposal,
                                                                                                                                                                                                                           statement
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           representation,
                                                                                                                                                                                                                           oral
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           written,
                                                                                                                                                                                                                           made
                                                                                                                                                                                                                           by
                                                                                                                                                                                                                           or
                                                                                                                                                                                                                           for
                                                                                                                                                                                                                           any
                                                                                                                                                                                                                           party
                                                                                                                                                                                                                           in
                                                                                                                                                                                                                           connection
                                                                                                                                                                                                                           with
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           negotiation
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           terms
                                                                                                                                                                                                                           hereof,
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           may
                                                                                                                                                                                                                           be
                                                                                                                                                                                                                           modified
                                                                                                                                                                                                                           only
                                                                                                                                                                                                                           by
                                                                                                                                                                                                                           instruments
                                                                                                                                                                                                                           signed
                                                                                                                                                                                                                           by
                                                                                                                                                                                                                           all
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           the
                                                                                                                                                                                                                           parties
                                                                                                                                                                                                                           hereto.



 


[REMAINDER
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    	Page 4 of 5



    	 



    


 


IN
WITNESS WHEREOF, this Promissory Note is executed by the undersigned as of the date set forth above.


 


	 	NOTE MAKER:
	 	 	 
	 	Pan Global, Corp.
	 	 	 
	 	By:
    	/s/
    Bharat Vasandani
	 	Name:	Bharat
    Vasandani
	 	Title:	President
    and Chief Executive Officer


 



    	Page 5 of 5