AVALANCHE
INTERNATIONAL, CORP.


PROMISSORY
NOTE


 


	Issuance
    Date: October 8, 2015	Original
    Principal Amount: $125,000
	Note
    No. AVLP-2015106	Consideration
    Paid at Close: $100,000


 


 


FOR
VALUE RECEIVED,
Avalanche International,
Corp.,
a Nevada
corporation (the
"Company"), hereby
promises to
pay to the
order of Studio
Capital, LLC
or registered
assigns (the
"Holder") the amount
set out
above as
the Original
Principal Amount
(as reduced
pursuant to the terms
hereof pursuant to
redemption, conversion or otherwise,
the "Principal") when
due, whether upon the Maturity
Date (as defined below),
acceleration, redemption or otherwise
(in each case in
accordance with the terms hereof)
and not to pay interest ("Interest")
on any outstanding Principal
from the date set out
above as the Issuance Date
(the "Issuance Date") until
the same becomes due and payable,
upon the Maturity Date or
acceleration, redemption or
otherwise (in each case
in accordance with
the terms hereof).


 


(1)CONSIDERATION.
 For  valuable
 consideration, 
the  value
 of  which
 is 
acknowledged herein:


 


The
Company shall receive
from the Holder,
the Original Principal
Amount of $125,000
(One Hundred Twenty-Five
Thousand dollars)
minus the
Original Issue
Discount (OID)
to the Holder,
without any accrued
interest, to be wired
pursuant to the
attached Addendum
A.


 


Steven
J. Smith
shall receive
the consideration
previously negotiated
in the
Security Agreement,
acknowledged and incorporated
herein.


 


The
Holder shall
receive 5,000 shares
of the Company's
common stock,
paid within
two (2)
weeks of the
closing of this Notice.
Furthermore, the Holder shall
receive the OID as described
herein.


 


The
OID shall
be $25,000.


 


The
term, "Outstanding
Balance" shall
mean he
Original Principal
Amount, as reduced
or increased,
as the
case may
be, pursuant
to the terms
hereof for breach
hereof or otherwise,
plus any collection
and enforcements
costs, and
any other
fees or
charges incurred
under this
Note. The
Original Principal
Amount due
to Holder shall
be prorated based on the
Consideration paid by Holder (plus
an approximate 20% Original
Issue Discount).


 


(2)                
GENERAL TERMS


 


(a)               
Payment of
Principal.
The "Maturity
Date"
shall be
six (6)
months from
the date
of payment, as may
be extended at the
option of the Holder
in the event
that, and for so long
as, an Event of Default
(as defined
below) shall
not have
occurred and
be continuing
on the Maturity
Date (as may
be extended pursuant
to this Section
2) or any
event shall not
have occurred
and be
continuing on the
Maturity Date
(as may
be extended pursuant
to this Section
2) that
with the passage
of time and
the failure
to cure would result
in an Event
of Default.


 


(b)              
Interest. No
interest is charged
(0%) (“Interest
Rate”),
however, a
loan fee
of 5,000 shares
of the Company’s
common stock shall
be issued
in consideration
within two
weeks of
the closing
of this
Note to the
individual or entity
as the holder directs.


 


(c)               
Security. This
Note shall
be secured
by the
full faith
and credit
of Avalanche
International, Corp. and,
personally, by its
Chairman, Milton C.
Ault, III
and Steven J.
Smith.


 




    	 	 	 



    	 	 	 



    

 


(3)                
EVENTS OF DEFAULT.


 


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


(i)                
The Company's
failure to pay
to the Holder
any amount
of Principal,
or other
amounts when
and as
due under
this Note
(including, without
limitation, the
Company's failure
to pay
any redemption
payments or amounts
hereunder) or any other
Transaction Document;


 


(ii)              
The Company
or any subsidiary
of the
Company shall
commence, or
there shall
be commenced
against the Company
or any subsidiary
of the
Company under
any applicable
bankruptcy or insolvency
laws as now
or hereafter
in effect
or any successor
thereto, or the
Company or
any subsidiary
of the Company
commences any other proceeding
under any reorganization,
arrangement, adjustment of
debt, relief
of debtors, dissolution,
insolvency or liquidation or similar
law of any jurisdiction whether
now or hereafter in
effect relating to the
Company or any subsidiary
of the Company
or there is
commenced against the Company
or any subsidiary of the Company
any such bankruptcy, insolvency
or other proceeding which
remains undismissed for a period
of 61 days; or
the Company or any subsidiary
of the Company is adjudicated
insolvent or bankrupt; or any
order of relief or other
order approving any such case
or proceeding is entered;
or the Company
or any subsidiary of the Company
suffers any appointment of any
custodian, private or
court appointed receiver
or the like for
it or any substantial
part of
its property
which continues
undischarged or
unstayed for
a period of
sixty one
(61) days;
or the Company
or any subsidiary of the Company
makes a general assignment
for the benefit of creditors;
or the Company or any
subsidiary of the Company
shall fail to
pay, or shall state that it
is unable to pay, or shall
be unable to pay,
its debts generally as they become
due; or the Company or any subsidiary
of the Company
shall call a meeting of its
creditors with a view to arranging
a composition, adjustment or
restructuring of its
debts; or the Company
or any subsidiary of the Company
shall by any act or failure to
act expressly indicate its
consent to, approval of or acquiescence
in any of the foregoing; or any corporate
or other action is taken
by the Company or any subsidiary
of the Company
for the purpose of
effecting any of the foregoing;
and,


 


(iii)            
The Common Stock
is suspended or delisted
for trading
on the Over the
Counter Bulletin Board market
(the “Primary Market”).


 


(iv)            
The Company
shall become late
or delinquent in its
filing requirements
as a fully-reporting
issuer registered with
the Securities & Exchange
Commission.


 


(b)              
Upon the
occurrence of
any Event
of Default, the Outstanding
Balance shall
immediately increase
to 120%
of the
Outstanding Balance
immediately prior
to the
occurrence of the
Event of
Default (the
“Default Effect”).
The Default
Effect shall
automatically apply
upon the
occurrence of
an Event
of Default
without the need
for any party to give
any notice or take
any other action.


 


(i)                
Nothing herein
shall limit
a Holder's
right to pursue
actual damages
or declare
an Event
of Default
pursuant to
Section 3 herein
for the
Company's failure
to deliver
certificates representing
shares of Common
Stock and such
Holder shall
have the
right to
pursue all
remedies available
to it
at law or in
equity including, without limitation,
a decree of specific performance
and/or injunctive relief, in
each case without
the need to post a bond or provide
other security. The exercise
of any such rights shall
not prohibit the Holder
from seeking to enforce
damages pursuant
to any other Section hereof
or under applicable
law.


 


(4)                
REISSUANCE
OF THIS
NOTE.


 


(a)               
Assignability. The
Company may
not assign
this Note.
This Note
will be
binding upon
the Company
and its successors
and will
inure to
the benefit
of the
Holder and its
successors and assigns
and may
be assigned by the
Holder to anyone of
its choosing
without Company’s
approval.




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(b)              
Lost, Stolen
or Mutilated
Note. Upon
receipt by
the Company
of evidence
reasonably satisfactory
to the
Company of
the loss, theft,
destruction or
mutilation of
this Note,
and, in the
case of
loss, theft or
destruction, of any indemnification
undertaking by the Holder
to the Company
in customary form
and, in the case
of mutilation, upon
surrender and cancellation of
this Note, the
Company shall execute
and deliver to the
Holder a new Note representing
the outstanding Principal.


 


(5)                
NOTICES. Any
notices, consents,
waivers or other
communications  required 
or permitted
to be given
under the
terms hereof
must be in
writing and
will be
deemed to
have been
delivered: (i)
upon receipt,
when delivered
personally; (ii)
upon receipt,
when sent
by facsimile
(provided confirmation
of transmission
is mechanically
or electronically
generated and
kept on
file by
the sending
party) (iii)
upon receipt, when sent
by email; or (iv)
one (1) Trading Day after deposit
with a nationally recognized
overnight delivery service,
in each case properly addressed
to the party to receive the same.
The addresses and facsimile
numbers for such communications
shall be those
set forth in
the communications
and documents that
each party has provided the other
immediately preceding the issuance
of this Note or
at such other address
and/or facsimile number and/or
to the attention of such
other person as
the recipient party has specified
by written notice given
to each other party
three (3) Business Days
prior to the effectiveness of
such change.
Written confirmation of receipt
(i) given by the recipient of
such notice, consent,
waiver or other
communication, (ii) mechanically
or electronically generated by the sender's
facsimile machine containing
the time, date, recipient
facsimile number and an image
of the first page of such
transmission or (iii) provided
by a nationally recognized overnight
delivery service, shall be rebuttable
evidence of personal service,
receipt by facsimile or receipt
from a nationally
recognized overnight delivery service
in accordance with clause
(i), (ii) or (iii)
above, respectively.


 


The
addresses for
such communications shall
be: If to the Company,
to:


 


Avalanche
International, Corp.


5940
S. Rainbow Avenue


Las
Vegas, NV
89118 Attn:


Rachel
Boulds, CFO


Email:
Rachel@AvalancheInternationalCorp.com 


 


If
to the Holder:


 


STUDIO
CAPITAL LLC


1540
Meadowdale Lane



Canon
City, CO 81212



Attn:
Jay Saba


Email:
jay@fortrendgroup.com


 


If
to Steven
J. Smith


32493
Favara Dr.


Temecula,
CA 92592


 


(6)                
APPLICABLE LAW
AND VENUE.
This Note
shall be
governed by
and construed
in accordance
with the laws
of the
State of
California, without
giving effect
to conflicts
of laws
thereof. Any
action brought
by either
party against
the other
concerning the
transactions contemplated
by this Agreement
shall be brought
only in the state courts of California
or in the
federal courts located
in the city and County of Orange
County, in the
State of
California. Both
parties and the
individuals signing
this Agreement
agree to
submit to the
jurisdiction of such courts.


 




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(7)                
WAIVER. Any
waiver by
the Holder
of a
breach of
any provision
of this
Note shall
not operate
as or
be construed
to be a
waiver of
any other
breach of
such provision
or of
any breach
of any
other provision
of this Note.
The failure of the Holder
to insist upon strict adherence
to any term of this Note
on one or more occasions shall
not be considered a waiver
or deprive that party
of the right thereafter to insist
upon strict adherence
to that term or any
other term of this
Note. Any waiver
must be in writing.


 


IN
WITNESS WHEREOF,
the Company
has caused
this Convertible
Note to
be duly
executed by
a duly authorized officer
as of the date
set forth
above.


 


	HOLDER:

        STUDIO
        CAPITAL, LLC

         

         

        By:
        /s/ Jay M. Saba

        Name:
        Jay M. Saba

        Title: Executive
	COMPANY:

        AVALANCHE
        INTERNATIONAL, CORP.

         

         

        By:
        /s/ Philip E. Mansour

        Name:
        Philip E.
        Mansour

        Title:
        President and
        Chief Executive Officer

	GUARANTOR:

        STEVEN
        JON SMITH

         

        By:
        /s/ Steven Jon Smith

        Name:
        Steven
        Jon Smith
	GUARANTOR:

        MILTON
        C. AULT, III

         

        By:
        /s/ Milton C. Ault, III

        Name:
        Milton C.
        Ault, III

        Title:
        Individual/Self





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ADDENDUM
A


 


Deliver
the purchase
price of the
Notes to the Company,
Avalanche International, Corp.,
to the address
above or wire
transfer using
the following wire
transfer instructions:


 


Wire
Routing Transit
Number: 


Bank
Name: US
BANK
City, State:
Las Vegas, NV


Account
Number: 


 


Title
of Account:Avalanche
International, Corp.


5940
S. Rainbow Blvd.
Las Vegas, NV 89118



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