Exhibit 10.2


 


CONVERTIBLE PROMISSORY NOTE



 


		Effective Date: October 29, 2015	U.S. $1,105,000.00



 


FOR VALUE RECEIVED,
MyECheck, Inc., a Wyoming corporation (“Borrower”), promises to
pay to Typenex Co-Investment, LLC, a Utah limited liability company, or its successors
or assigns (“Lender”), $1,105,000.00 and any interest, fees, charges, and late fees on the date that is fifteen
(15) months after the Purchase Price Date (the “Maturity Date”) in accordance with the terms set forth herein
and to pay interest on the Outstanding Balance (including all Tranches (as defined below), both Conversion Eligible Tranches (as
defined below) and Subsequent Tranches (as defined below) that have not yet become Conversion Eligible Tranches) at the rate of
ten percent (10%) per annum from the Purchase Price Date until the same is paid in full. This Convertible Promissory Note (this
“Note”) is issued and made effective as of October 29, 2015 (the “Effective Date”). This
Note is issued pursuant to that certain Securities Purchase Agreement dated October 29, 2015, as the same may be amended from time
to time, by and between Borrower and Lender (the “Purchase Agreement”). All interest calculations hereunder
shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily
and shall be payable in accordance with the terms of this Note. Certain capitalized terms used herein are defined in Attachment
1 attached hereto and incorporated herein by this reference.


 


This
Note carries an OID of $100,000.00. In addition, Borrower agrees to pay $5,000.00 to Lender to cover Lender’s legal fees,
accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this
Note (the “Transaction Expense Amount”), all of which amount is included in the initial principal balance of
this Note. The purchase price for this Note and the Warrants (as defined in the Purchase Agreement) shall be $1,000,000.00 (the
“Purchase Price”), computed as follows: $1,105,000.00 original principal balance, less the OID, less the Transaction
Expense Amount. The Purchase Price shall be payable by delivery to Borrower at Closing of the Secured Investor Note (as defined
in the Purchase Agreement), the Investor Notes (as defined in the Purchase Agreement), and a wire transfer of immediately available
funds in the amount of the Initial Cash Purchase Price (as defined in the Purchase Agreement). This Note shall be comprised of
four (4) tranches (each, a “Tranche”), consisting of (i) an initial Tranche in an amount equal to $280,000.00
and any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction
Documents (as defined in the Purchase Agreement) (the “Initial Tranche”), and (ii) three (3) additional
Tranches, each in the amount of $275,000.00, plus any interest, costs, fees or charges accrued thereon or added thereto under
the terms of this Note and the other Transaction Documents (each, a “Subsequent Tranche”). The Initial Tranche
shall correspond to the Initial Cash Purchase Price, $25,000.00 of the OID and the Transaction Expense Amount, and may be converted
any time subsequent to the Purchase Price Date. The first Subsequent Tranche shall correspond to Secured Investor Note #1 and
$25,000.00 of the OID, the second Subsequent Tranche shall correspond to Investor Note #2 and $25,000.00 of the OID, and the third
Subsequent Tranche shall correspond to Investor Note #3 and $25,000.00 of the OID. Lender’s right to convert any portion
of any of the Subsequent Tranches is conditioned upon Lender’s payment in full of the Secured Investor Note or the Investor
Note, as applicable corresponding to such Subsequent Tranche (upon the satisfaction of such condition, such Subsequent Tranche
becomes a “Conversion Eligible Tranche”). In the event Lender exercises its Lender Offset Right (as defined
below) with respect to a portion of an Investor Note and pays in full the remaining outstanding balance of such Investor Note,
the Subsequent Tranche that corresponds to such Investor Note shall be deemed to be a Conversion Eligible Tranche only for the
portion of such Tranche that was paid for in cash by Lender and the portion of such Investor Note that was offset pursuant to
Lender’s exercise of the Lender Offset Right shall not be included in the applicable Conversion Eligible Tranche. For the
avoidance of doubt, subject to the other terms and conditions hereof, the Initial Tranche shall be deemed a Conversion Eligible
Tranche as of the Purchase Price Date for all purposes hereunder and may be converted in whole or in part at any time subsequent
to the Purchase Price Date, and each Subsequent Tranche that becomes a Conversion Eligible Tranche may be converted in whole or
in part at any time subsequent to the first date on which such Subsequent Tranche becomes a Conversion Eligible Tranche. For all
purposes hereunder, Conversion Eligible Tranches shall be converted (or redeemed, as applicable) in order of the lowest-numbered
Conversion Eligible Tranche and Conversion Eligible Tranches may be converted (or redeemed, as applicable) in one or more separate
Conversions (as defined below), as determined in Lender’s sole discretion. At all times hereunder, the aggregate amount
of any costs, fees or charges incurred by or assessable against Borrower hereunder, including, without limitation, any fees, charges
or premiums incurred in connection with an Event of Default (as defined below), shall be added to the lowest-numbered then-current
Conversion Eligible Tranche.


 






     


     


    

 


1.                 
Payment; Prepayment. Provided there is an Outstanding Balance, on each Installment Date (as defined below), Borrower
shall pay to Lender an amount equal to the Installment Amount (as defined below) due on such Installment Date in accordance with
Section 8. All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as
defined below), as provided for herein, and delivered to Lender at the address furnished to Borrower for that purpose. All payments
shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid
interest, and thereafter, to (d) principal. Notwithstanding the foregoing, so long as Borrower has not received a Lender Conversion
Notice (as defined below) or an Installment Notice (as defined below) from Lender where the applicable Conversion Shares have not
yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared),
then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay
the Outstanding Balance of this Note, in full, in accordance with this Section 1. Any notice of prepayment hereunder (an “Optional
Prepayment Notice”) shall be delivered to Lender at its registered address and shall state: (i) that Borrower is exercising
its right to prepay this Note, and (ii) the date of prepayment, which shall be not less than five (5) Trading Days from the date
of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower
shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender
in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount
in cash equal to 125% (the “Prepayment Premium”) multiplied by the then Outstanding Balance of this Note (the
“Optional Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender prior
to the Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s
prior written consent, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment
Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding
Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the
Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date
that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender. In addition, if Borrower
delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days
following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note.


 


2.                 
Security. This Note shall be unsecured.


 


3.                 
Lender Optional Conversion.


 


3.1.           
Lender Conversion Price. Subject to adjustment as set forth in this Note, the conversion price for each Lender Conversion
(as defined below) shall be $0.03 (the “Lender Conversion Price”). However, in the event the Market Capitalization
falls below $20,000,000.00 at any time, then in such event (a) the Lender Conversion Price for all Lender Conversions occurring
after the first date of such occurrence shall equal the lower of the Lender Conversion Price and the Market Price as of any applicable
date of Conversion, and (b) the true-up provisions of Section 11 below shall apply to all Lender Conversions that occur after the
first date the Market Capitalization falls below $20,000,000.00, provided that all references to the “Installment Notice”
in Section 11 shall be replaced with references to a “Lender Conversion Notice” for purposes of this Section 3.1, all
references to “Installment Conversion Shares” in Section 11 shall be replaced with references to “Lender Conversion
Shares” for purposes of this Section 3.1, and all references to the “Installment Conversion Price” in Section
11 shall be replaced with references to the “Lender Conversion Price” for purposes of this Section 3.1.


 






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3.2.           
Lender Conversions. Lender has the right at any time after the Purchase Price Date until the Outstanding Balance
has been paid in full, including without limitation (a) until any Optional Prepayment Date (even if Lender has received an Optional
Prepayment Notice) or at any time thereafter with respect to any amount that is not prepaid, and (b) during or after any Fundamental
Default Measuring Period, at its election, to convert (each instance of conversion is referred to herein as a “Lender
Conversion”) all or any part of the Outstanding Balance into shares (“Lender Conversion Shares”) of
fully paid and non-assessable common stock, $0.00001 par value per share (“Common Stock”), of Borrower as per
the following conversion formula: the number of Lender Conversion Shares equals the amount being converted (the “Conversion
Amount”) divided by the Lender Conversion Price. Conversion notices in the form attached hereto as Exhibit A (each,
a “Lender Conversion Notice”) may be effectively delivered to Borrower by any method of Lender’s choice
(including but not limited to facsimile, email, mail, overnight courier, or personal delivery), and all Lender Conversions shall
be cashless and not require further payment from Lender. Borrower shall deliver the Lender Conversion Shares from any Lender Conversion
to Lender in accordance with Section 9 below.


 


3.3.           
Application to Installments. Notwithstanding anything to the contrary herein, including without limitation Section
8 hereof, Lender may, in its sole discretion, apply all or any portion of any Lender Conversion toward any Installment Conversion
(as defined below), even if such Installment Conversion is pending, as determined in Lender’s sole discretion, by delivering
written notice of such election (which notice may be included as part of the applicable Lender Conversion Notice) to Borrower at
any date on or prior to the applicable Installment Date. In such event, Borrower may not elect to allocate such portion of the
Installment Amount being paid pursuant to this Section 3.3 in the manner prescribed in Section 8.3; rather, Borrower must reduce
the applicable Installment Amount by the Conversion Amount described in this Section 3.3.


 


4.                 
Defaults and Remedies.


 


4.1.           
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a)
Borrower shall fail to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) Borrower
shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; (c) Borrower shall fail to deliver any
Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; (d)
a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment
shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; (e) Borrower shall
become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to
applicable grace periods, if any; (f) Borrower shall make a general assignment for the benefit of creditors; (g) Borrower shall
file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (h) an involuntary proceeding
shall be commenced or filed against Borrower; (i) Borrower shall default or otherwise fail to observe or perform any covenant,
obligation, condition or agreement of Borrower contained herein or in any other Transaction Document, other than those specifically
set forth in this Section 4.1 and Section 4 of the Purchase Agreement; (j) any representation, warranty or other statement made
or furnished by or on behalf of Borrower to Lender herein, in any Transaction Document, or otherwise in connection with the issuance
of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; (k) the occurrence
of a Fundamental Transaction without Lender’s prior written consent; (l) Borrower shall fail to maintain the Share Reserve
as required under the Purchase Agreement; (m) Borrower effectuates a reverse split of its Common Stock without twenty (20) Trading
Days prior written notice to Lender; (n) any money judgment, writ or similar process shall be entered or filed against Borrower
or any subsidiary of Borrower or any of its property or other assets for more than $100,000.00, and shall remain unvacated, unbonded
or unstayed for a period of twenty (20) calendar days unless otherwise consented to by Lender; (o) Borrower shall fail to be DWAC
Eligible; or (p) Borrower shall fail to observe or perform any covenant set forth in Section 4 of the Purchase Agreement.


 






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4.2.           
Remedies. At any time and from time to time after Lender becoming aware of the occurrence of any Event of Default,
Lender may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable
in cash at the Mandatory Default Amount. Notwithstanding the foregoing, at any time following the occurrence of any Event of Default,
Lender may, at its option, elect to increase the Outstanding Balance by applying the Default Effect (subject to the limitation
set forth below) via written notice to Borrower without accelerating the Outstanding Balance, in which event the Outstanding Balance
shall be increased as of the date of the occurrence of the applicable Event of Default pursuant to the Default Effect, but the
Outstanding Balance shall not be immediately due and payable unless so declared by Lender (for the avoidance of doubt, if Lender
elects to apply the Default Effect pursuant to this sentence, it shall reserve the right to declare the Outstanding Balance immediately
due and payable at any time and no such election by Lender shall be deemed to be a waiver of its right to declare the Outstanding
Balance immediately due and payable as set forth herein unless otherwise agreed to by Lender in writing). Notwithstanding the foregoing,
upon the occurrence of any Event of Default described in clauses (d), (e), (f), (g) or (h) of Section 4.1, the Outstanding Balance
as of the date of acceleration shall become immediately and automatically due and payable in cash at the Mandatory Default Amount,
without any written notice required by Lender. At any time following the occurrence of any Event of Default, upon written notice
given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default
occurred at an interest rate equal to the lesser of 22% per annum or the maximum rate permitted under applicable law (“Default
Interest”); provided, however, that no Default Interest shall accrue during the Fundamental Default Measuring
Period. For the avoidance of doubt, Lender may continue making Lender Conversions at any time following an Event of Default until
such time as the Outstanding Balance is paid in full. Additionally, following the occurrence of any Event of Default, Borrower
may, at its option, pay any Lender Conversion in cash instead of Lender Conversion Shares by paying to Lender on or before the
applicable Delivery Date (as defined below) a cash amount equal to the number of Lender Conversion Shares set forth in the applicable
Lender Conversion Notice multiplied by the highest intra-day trading price of the Common Stock that occurs during the period beginning
on the date the applicable Event of Default occurred and ending on the date of the applicable Lender Conversion Notice. In connection
with acceleration described herein, Lender need not provide, and Borrower hereby waives, any presentment, demand, protest or other
notice of any kind, and Lender may immediately and without expiration of any grace period enforce any and all of its rights and
remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled
by Lender at any time prior to payment hereunder and Lender shall have all rights as a holder of the Note until such time, if any,
as Lender receives full payment pursuant to this Section 4.2. No such rescission or annulment shall affect any subsequent Event
of Default or impair any right consequent thereon. Nothing herein shall limit Lender’s right to pursue any other remedies
available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with
respect to Borrower’s failure to timely deliver Conversion Shares upon Conversion of the Notes as required pursuant to the
terms hereof.


 


4.3.           
Fundamental Default Remedies. Notwithstanding anything to the contrary herein, in addition to all other remedies
set forth herein, after giving effect to the Lender Offset Right (as defined below), which shall occur automatically upon the occurrence
of any Fundamental Default, the Fundamental Liquidated Damages Amount shall be added to the Outstanding Balance upon Lender’s
delivery to Borrower of a notice (which notice Lender may deliver to Borrower at any time following the occurrence of a Fundamental
Default) setting forth its election to declare a Fundamental Default and the Fundamental Liquidated Damages Amount that will be
added to the Outstanding Balance.


 






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4.4.           
Certain Additional Rights. Notwithstanding anything to the contrary herein, in the event Borrower fails to make any
payment or otherwise to deliver any Conversion Shares as and when required under this Note, then (a) the Lender Conversion Price
for all Lender Conversions occurring after the date of such failure to pay shall equal the lower of the Lender Conversion Price
and the Market Price as of any applicable date of Conversion, and (b) the true-up provisions of Section 11 below shall apply to
all Lender Conversions that occur after the date of such failure to pay, provided that all references to the “Installment
Notice” in Section 11 shall be replaced with references to a “Lender Conversion Notice” for purposes of this
Section 4.4, all references to “Installment Conversion Shares” in Section 11 shall be replaced with references to “Lender
Conversion Shares” for purposes of this Section 4.4, and all references to the “Installment Conversion Price”
in Section 11 shall be replaced with references to the “Lender Conversion Price” for purposes of this Section 4.4.
For the avoidance of doubt, Lender’s exercise of the rights granted to it pursuant to this Section 4.4 shall not relieve
Borrower of its obligation to continue paying the Installment Amount on all future Installment Dates.


 


4.5.           
Cross Default. A breach or default by Borrower of any covenant or other term or condition contained in any Other
Agreements shall, at the option of Lender, be considered an Event of Default under this Note, in which event Lender shall be entitled
(but in no event required) to apply all rights and remedies of Lender under the terms of this Note.


 


5.                 
Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and
enforceable obligation of Borrower not subject to offset (except as set forth in Section 20 below), deduction or counterclaim of
any kind. Borrower hereby waives any rights of offset it now has or may have hereafter against Lender, its successors and assigns,
and agrees to make the payments or Conversions called for herein in accordance with the terms of this Note.


 


6.                 
Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by
the party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any
other provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing
waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in
writing.


 


7.                 
Rights Upon Issuance of Securities.


 


7.1.           
Subsequent Equity Sales. Except with respect to Excluded Securities, if Borrower or any subsidiary thereof, as applicable,
at any time this Note is outstanding, shall sell, issue or grant any Common Stock, option to purchase Common Stock, right to reprice,
preferred shares convertible into Common Stock, or debt, warrants, options or other instruments or securities to Lender or any
third party which are convertible into or exercisable for shares of Common Stock (collectively, the “Equity Securities”),
including without limitation any Deemed Issuance, at an effective price per share less than the then effective Lender Conversion
Price (such issuance is referred to herein as a “Dilutive Issuance”), then, the Lender Conversion Price shall
be automatically reduced and only reduced to equal such lower effective price per share. If the holder of any Equity Securities
so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise
or exchange prices or otherwise, or due to warrants, options, or rights per share which are issued in connection with such Dilutive
Issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Lender Conversion
Price, such issuance shall be deemed to have occurred for less than the Lender Conversion Price on the date of such Dilutive Issuance,
and the then effective Lender Conversion Price shall be reduced and only reduced to equal such lower effective price per share.
Such adjustments described above to the Lender Conversion Price shall be permanent (subject to additional adjustments under this
section), and shall be made whenever such Equity Securities are issued. Borrower shall notify Lender, in writing, no later than
the Trading Day following the issuance of any Equity Securities subject to this Section 7.1, indicating therein the applicable
issuance price, or applicable reset price, exchange price, conversion price, or other pricing terms (such notice, the “Dilutive
Issuance Notice”). For purposes of clarification, whether or not Borrower provides a Dilutive Issuance Notice pursuant
to this Section 7.1, upon the occurrence of any Dilutive Issuance, on the date of such Dilutive Issuance the Lender Conversion
Price shall be lowered to equal the applicable effective price per share regardless of whether Borrower or Lender accurately refers
to such lower effective price per share in any Installment Notice or Lender Conversion Notice.


 






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7.2.           
Adjustment of Lender Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision
hereof, if Borrower at any time on or after the Effective Date subdivides (by any stock split, stock dividend, recapitalization
or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Lender Conversion
Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision hereof, if
Borrower at any time on or after the Effective Date combines (by combination, reverse stock split or otherwise) one or more classes
of its outstanding shares of Common Stock into a smaller number of shares, the Lender Conversion Price in effect immediately prior
to such combination will be proportionately increased. Any adjustment pursuant to this Section 7.2 shall become effective immediately
after the effective date of such subdivision or combination. If any event requiring an adjustment under this Section 7.2 occurs
during the period that a Lender Conversion Price is calculated hereunder, then the calculation of such Lender Conversion Price
shall be adjusted appropriately to reflect such event.


 


7.3.           
Other Events. In the event that Borrower (or any subsidiary) shall take any action to which the provisions hereof
are not strictly applicable, or, if applicable, would not operate to protect Lender from dilution or if any event occurs of the
type contemplated by the provisions of this Section 7 but not expressly provided for by such provisions (including, without
limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then Borrower’s
board of directors shall in good faith determine and implement an appropriate adjustment in the Lender Conversion Price so as to
protect the rights of Lender, provided that no such adjustment pursuant to this Section 7.3 will increase the Lender Conversion
Price as otherwise determined pursuant to this Section 7, provided further that if Lender does not accept such adjustments
as appropriately protecting its interests hereunder against such dilution, then Borrower’s board of directors and Lender
shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments,
whose determination shall be final and binding and whose fees and expenses shall be borne by Borrower.


 


8.                 
Borrower Installments.


 


8.1.           
Installment Conversion Price. Subject to the adjustments set forth herein, the conversion price for each Installment
Conversion (the “Installment Conversion Price”) shall be the lesser of (a) the Lender Conversion Price, and
(b) the Market Price.


 


8.2.           
Installment Conversions. Beginning on the date that is six (6) months after the Purchase Price Date and on the same
day of each month thereafter until the Maturity Date (each, an “Installment Date”), if paying in cash, Borrower
shall pay to Lender the applicable Installment Amount due on such date subject to the provisions of this Section 8, and if paying
in Installment Conversion Shares (as defined below), Borrower shall deliver such Installment Conversion Shares on or before the
Delivery Date. Payments of each Installment Amount may be made (a) in cash; provided, however, that in the event Lender
has paid off all or any portion of the Secured Investor Note or any Investor Note (such amount that is prepaid, the “Investor
Note Prepayment Amount”), Borrower may not pay any portion of any Installment Amount in cash for a period of ninety (90)
days following the date Investor delivered the applicable Investor Note Prepayment Amount to Borrower (the “Standstill
Period”) and any payment in cash of any Installment Amount made during the Standstill Period shall be deemed to be a
prepayment pursuant to Section 1 above and shall be subject to the Prepayment Premium provided in such section, or (b) by converting
such Installment Amount into shares of Common Stock (“Installment Conversion Shares”, and together with the
Lender Conversion Shares, the “Conversion Shares”) in accordance with this Section 8 (each an “Installment
Conversion”) per the following formula: the number of Installment Conversion Shares equals the portion of the applicable
Installment Amount being converted divided by the Installment Conversion Price, or (c) by any combination of the foregoing, so
long as the cash is delivered to Lender on the applicable Installment Date and the Installment Conversion Shares are delivered
to Lender on or before the applicable Delivery Date. Notwithstanding the foregoing, Borrower will not be entitled to elect an Installment
Conversion with respect to any portion of any applicable Installment Amount and shall be required to pay the entire amount of such
Installment Amount in cash if on the applicable Installment Date there is an Equity Conditions Failure, and such failure is not
waived in writing by Lender. Moreover, in the event Borrower desires to pay all or any portion of any Installment Amount in cash,
it must notify Lender in writing of such election and the portion of the applicable Installment Amount it elects to pay in cash
not more than twenty-five (25) or less than fifteen (15) Trading Days prior to the applicable Installment Date. If Borrower fails
to so notify Lender, it shall not be permitted to elect to pay any portion of such Installment Amount in cash unless otherwise
agreed to by Lender in writing or proposed by Lender in an Installment Notice delivered by Lender to Borrower. Notwithstanding
the foregoing or anything to the contrary herein, Borrower shall only be obligated to deliver Installment Amounts with respect
to Tranches that have become Conversion Eligible Tranches and shall have no obligation to pay to Lender any Installment Amount
with respect to any Tranche that has not become a Conversion Eligible Tranche. In furtherance thereof, in the event Borrower has
repaid all Conversion Eligible Tranches pursuant to the terms of this Note, it shall have no further obligations to deliver any
Installment Amount to Lender unless and until any Subsequent Tranche that was not previously a Conversion Eligible Tranche becomes
a Conversion Eligible Tranche pursuant to the terms of this Note. Notwithstanding that failure to repay this Note in full by the
Maturity Date is an Event of Default, the Installment Dates shall continue after the Maturity Date pursuant to this Section 8
until the Outstanding Balance is repaid in full, provided that Lender shall, in Lender’s sole discretion, determine the Installment
Amount for each Installment Date after the Maturity Date.


 






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8.3.           
Allocation of Installment Amounts. Subject to Section 8.2 regarding an Equity Conditions Failure, for each Installment
Date, Borrower may elect to allocate the amount of the applicable Installment Amount between cash and via an Installment Conversion,
by email or fax delivery of a notice to Lender substantially in the form attached hereto as Exhibit B (each, an “Installment
Notice”), provided, that to be effective, each applicable Installment Notice must be received by Lender not more than
twenty-five (25) or less than fifteen (15) Trading Days prior to the applicable Installment Date. If Lender has not received an
Installment Notice within such time period, then Lender may prepare the Installment Notice and deliver the same to Borrower by
fax or email. Following its receipt of such Installment Notice, Borrower may either ratify Lender’s proposed allocation in
the applicable Installment Notice or elect to change the allocation by written notice to Lender by email or fax on or before 12:00
p.m. New York time on the applicable Installment Date, so long as the sum of the cash payments and the amount of Installment Conversions
equal the applicable Installment Amount, provided that Lender must approve any increase to the portion of the Installment Amount
payable in cash. If Borrower fails to notify Lender of its election to change the allocation prior to the deadline set forth in
the previous sentence (and seek approval to increase the amount payable in cash), it shall be deemed to have ratified and accepted
the allocation set forth in the applicable Installment Notice prepared by Lender. If neither Borrower nor Lender prepare and deliver
to the other party an Installment Notice as outlined above, then Borrower shall be deemed to have elected that the entire Installment
Amount be converted via an Installment Conversion. Borrower acknowledges and agrees that regardless of which party prepares the
applicable Installment Notice, the amounts and calculations set forth thereon are subject to correction or adjustment because of
error, mistake, or any adjustment resulting from an Event of Default or other adjustment permitted under the Transaction Documents
(an “Adjustment”). Furthermore, no error or mistake in the preparation of such notices, or failure to apply
any Adjustment that could have been applied prior to the preparation of an Installment Notice may be deemed a waiver of Lender’s
right to enforce the terms of any Note, even if such error, mistake, or failure to include an Adjustment arises from Lender’s
own calculation. Borrower shall deliver the Installment Conversion Shares from any Installment Conversion to Lender in accordance
with Section 9 below on or before each applicable Delivery Date.


 






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9.                 
Method of Conversion Share Delivery. On or before the close of business on the third (3rd) Trading Day
following the Installment Date or the third (3rd) Trading Day following the date of delivery of a Lender Conversion
Notice, as applicable (the “Delivery Date”), Borrower shall, provided it is DWAC Eligible at such time, deliver
or cause its transfer agent to deliver the applicable Conversion Shares electronically via DWAC to the account designated by Lender
in the applicable Lender Conversion Notice or Installment Notice. If Borrower is not DWAC Eligible, it shall deliver to
Lender or its broker (as designated in the Lender Conversion Notice or Installment Notice, as applicable), via reputable overnight
courier, a certificate representing the number of shares of Common Stock equal to the number of Conversion Shares to which Lender
shall be entitled, registered in the name of Lender or its designee. For the avoidance of doubt, Borrower has not met its obligation
to deliver Conversion Shares by the Delivery Date unless Lender or its broker, as applicable, has actually received the certificate
representing the applicable Conversion Shares no later than the close of business on the relevant Delivery Date pursuant to the
terms set forth above. Moreover, and notwithstanding anything to the contrary herein or in any other Transaction Document, in the
event Borrower or its transfer agent refuses to deliver any Conversion Shares to Lender on grounds that such issuance is in violation
of Rule 144 under the Securities Act of 1933, as amended (“Rule 144”), Borrower shall deliver or cause its transfer
agent to deliver the applicable Conversion Shares to Lender with a restricted securities legend, but otherwise in accordance with
the provisions of this Section 9. In conjunction therewith, Borrower will also deliver to Lender a written opinion from its counsel
or its transfer agent’s counsel opining as to why the issuance of the applicable Conversion Shares violates Rule 144.


 


10.             
Conversion Delays. If Borrower fails to deliver Conversion Shares or True-Up Shares in accordance with the timeframes
stated in Sections 9 or 11, as applicable, Lender, at any time prior to selling all of those Conversion Shares or True-Up Shares,
as applicable, may rescind in whole or in part that particular Conversion attributable to the unsold Conversion Shares or True-Up
Shares, with a corresponding increase to the Outstanding Balance (any returned amount will tack back to the Purchase Price Date
for purposes of determining the holding period under Rule 144). In addition, for each Lender Conversion, in the event that Lender
Conversion Shares are not delivered by the fourth Trading Day (inclusive of the day of the Lender Conversion), a late fee equal
to the greater of (a) $500.00 and (b) 2% of the applicable Lender Conversion Share Value rounded to the nearest multiple of $100.00
(but in any event the cumulative amount of such late fees for each Lender Conversion shall not exceed 200% of the applicable Lender
Conversion Share Value) will be assessed for each day after the third Trading Day (inclusive of the day of the Lender Conversion)
until Lender Conversion Share delivery is made; and such late fee will be added to the Outstanding Balance (such fees, the “Conversion
Delay Late Fees”). For illustration purposes only, if Lender delivers a Lender Conversion Notice to Borrower pursuant
to which Borrower is required to deliver 100,000 Lender Conversion Shares to Lender and on the Delivery Date such Lender Conversion
Shares have a Lender Conversion Share Value of $20,000.00 (assuming a Closing Trade Price on the Delivery Date of $0.20 per share
of Common Stock), then in such event a Conversion Delay Late Fee in the amount of $500.00 per day (the greater of $500.00 per day
and $20,000.00 multiplied by 2%, which is $400.00) would be added to the Outstanding Balance of the Note until such Lender Conversion
Shares are delivered to Lender. For purposes of this example, if the Lender Conversion Shares are delivered to Lender twenty (20)
days after the applicable Delivery Date, the total Conversion Delay Late Fees that would be added to the Outstanding Balance would
be $10,000.00 (20 days multiplied by $500.00 per day). If the Lender Conversion Shares are delivered to Lender one hundred (100)
days after the applicable Delivery Date, the total Conversion Delay Late Fees that would be added to the Outstanding Balance would
be $40,000.00 (100 days multiplied by $500.00 per day, but capped at 200% of the Lender Conversion Share Value).


 






    	 	8	 



     


    

 


11.             
True-Up. On the date that is twenty (20) Trading Days (a “True-Up Date”) from each date that the
Installment Conversion Shares delivered by Borrower to Lender become Free Trading, there shall be a true-up where Borrower shall
deliver to Lender additional Installment Conversion Shares (“True-Up Shares”) if the Installment Conversion
Price as of the True-Up Date is less than the Installment Conversion Price used in the applicable Installment Notice. In such event,
Borrower shall deliver to Lender within three (3) Trading Days of the True-Up Date (the “True-Up Share Delivery Date”)
a number of True-Up Shares equal to the difference between the number of Installment Conversion Shares that would have been delivered
to Lender on the True-Up Date based on the Installment Conversion Price as of the True-Up Date and the number of Installment Conversion
Shares originally delivered to Lender pursuant to the applicable Installment Notice. For the avoidance of doubt, if the Installment
Conversion Price as of the True-Up Date is higher than the Installment Conversion Price set forth in the applicable Installment
Notice, then Borrower shall have no obligation to deliver True-Up Shares to Lender, nor shall Lender have any obligation to return
any excess Installment Conversion Shares to Borrower under any circumstance. For the convenience of Borrower only, Lender may,
in its sole discretion, deliver to Borrower a notice (pursuant to a form of notice substantially in the form attached hereto as
Exhibit C) informing Borrower of the number of True-Up Shares it is obligated to deliver to Lender as of any given True-Up
Date, provided that if Lender does not deliver any such notice, Borrower shall not be relieved of its obligation to deliver True-Up
Shares pursuant to this Section 11. Notwithstanding the foregoing, if Borrower fails to deliver any required True-Up Shares on
or before any applicable True-Up Share Delivery Date, then in such event the Outstanding Balance of this Note will automatically
increase by a sum equal to the number of True-Up Shares deliverable as of the applicable True-Up Date multiplied by the Market
Price for the Common Stock as of the applicable True-Up Date (under Lender’s and Borrower’s expectations that any such
increase will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144).


 


12.             
Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents,
if at any time Lender shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance
would cause Lender (together with its affiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares
of Common Stock outstanding on such date (including for such purpose the shares of Common Stock issuable upon such issuance) (the
“Maximum Percentage”), then Borrower must not issue to Lender shares of Common Stock which would exceed the
Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d)
of the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred
to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation
Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower in writing of the number of the Ownership
Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice,
Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction
in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced
with “9.99%” at such time as the Market Capitalization is less than $10,000,000.00. Notwithstanding any other provision
contained herein, if the term “4.99%” is replaced with “9.99%” pursuant to the preceding sentence, such
increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written
notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be
effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and
non-waivable and shall apply to all affiliates and assigns of Lender.


 






    	 	9	 



     


    

 


13.             
Payment of Collection Costs. If this Note is placed in the hands of an attorney for collection or enforcement prior
to commencing arbitration or legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Lender
otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note, then Borrower shall pay
the costs incurred by Lender for such collection, enforcement or action including, without limitation, attorneys’ fees and
disbursements. Borrower also agrees to pay for any costs, fees or charges of its transfer agent that are charged to Lender pursuant
to any Conversion or issuance of shares pursuant to this Note.


 


14.             
Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender
has the right to have any such opinion provided by its counsel. Lender also has the right to have any such opinion provided by
Borrower’s counsel.


 


15.             
Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning
the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of
Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other
jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Utah. The provisions set
forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.


 


16.             
Resolution of Disputes.


 


16.1.       
Arbitration of Disputes. By its acceptance of this Note, each party agrees to be bound by the Arbitration Provisions
(as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.


 


16.2.       
Calculation Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any Calculation
(as defined in the Purchase Agreement), such dispute will be resolved in the manner set forth in the Purchase Agreement.


 


17.             
Cancellation. After repayment or conversion of the entire Outstanding Balance (including without limitation delivery
of True-Up Shares pursuant to the payment of the final Installment Amount, if applicable), this Note shall be deemed paid in full,
shall automatically be deemed canceled, and shall not be reissued.


 


18.             
Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this
Note.


 


19.             
Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note and any shares
of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by Lender without the consent
of Borrower.


 


20.             
Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a)
the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Secured Investor
Note and the Investor Notes that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note
from amounts otherwise owed by Lender under the Secured Investor Note and the Investor Notes (the “Lender Offset Right”),
and (b) at any time Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Secured Investor
Note and the Investor Notes, as applicable, from any amount owed by Borrower under this Note (the “Borrower Offset Right”).
In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right
Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled”
or, in the event the applicable Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable
to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that Borrower’s exercise of the Borrower
Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original
Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit
in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth
in Section 1 hereof with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right.


 






    	 	10	 



     


    

 


21.             
Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Note
and the documents and instruments entered into in connection herewith.


 


22.             
Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall
be given in accordance with the subsection of the Purchase Agreement titled “Notices.”


 


23.             
Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or
provisions of this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because
of the parties’ inability to predict future interest rates, future share prices, future trading volumes and other relevant
factors. Accordingly, Lender and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed
under this Note are not penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (under
Lender’s and Borrower’s expectations that any such liquidated damages will tack back to the Purchase Price Date for
purposes of determining the holding period under Rule 144).


 


24.             
Waiver of Jury Trial. EACH OF LENDER AND BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND
THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR THE RELATIONSHIPS OF THE PARTIES
HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE
STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING
SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.


 


25.             
Voluntary Agreement. Borrower has carefully read this Note and has asked any questions needed for Borrower to understand
the terms, consequences and binding effect of this Note and fully understand them. Borrower has had the opportunity to seek the
advice of an attorney of Borrower’s choosing, or has waived the right to do so, and is executing this Note voluntarily and
without any duress or undue influence by Lender or anyone else.


 


26.             
Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to
achieve the objective of Borrower and Lender to the fullest extent permitted by law and the balance of this Note shall remain in
full force and effect.


 


[Remainder of page intentionally left
blank; signature page follows]


 




    	 	11	 



     


    

 


IN WITNESS WHEREOF,
Borrower has caused this Note to be duly executed as of the Effective Date.


 


	 	BORROWER:
	 	 
	 	MyECheck,
Inc.
	 	 
	 	By: 	/s/ Edward R. Starrs
	 	Name: 	Edward R. Starrs
	 	Title: 	President







 


ACKNOWLEDGED, ACCEPTED AND AGREED:


LENDER:


 


Typenex
Co-Investment, LLC


 


By: Red Cliffs Investments, Inc., its Manager


  





	 	By:	/s/ John M. Fife	 
	 	 	John M. Fife, President	 







  


 


[Signature Page to Convertible Promissory Note]


 




     


     


    

 


ATTACHMENT 1


DEFINITIONS


 


For purposes
of this Note, the following terms shall have the following meanings:


 


A1.              
“Adjusted Outstanding Balance” means the Outstanding Balance of this Note as of the date the applicable
Fundamental Default occurred less any Conversion Delay Late Fees included in such Outstanding Balance.


 


A2.              
“Approved Stock Plan” means any stock option plan which has been approved by the board of directors of
Borrower and is in effect as of the Purchase Price Date, pursuant to which Borrower’s securities may be issued to any employee,
officer or director for services provided to Borrower.


 


A3.              
“Bloomberg” means Bloomberg L.P. (or if that service is not then reporting the relevant information regarding
the Common Stock, a comparable reporting service of national reputation selected by Lender and reasonably satisfactory to Borrower).


 


A4.              
“Closing Bid Price” and “Closing Trade Price” means the last closing bid price and
last closing trade price, respectively, for the Common Stock on its principal market, as reported by Bloomberg, or, if its principal
market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as
the case may be) then the last bid price or last trade price, respectively, of the Common Stock prior to 4:00:00 p.m., New
York time, as reported by Bloomberg, or, if its principal market is not the principal securities exchange or trading market for
the Common Stock, the last closing bid price or last trade price, respectively, of the Common Stock on the principal securities
exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg, or if the foregoing do not apply,
the last closing bid price or last trade price, respectively, of the Common Stock in the over-the-counter market on the electronic
bulletin board for the Common Stock as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is
reported for the Common Stock by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers
for the Common Stock as reported by OTC Markets Group, Inc., and any successor thereto. If the Closing Bid Price or the Closing
Trade Price cannot be calculated for the Common Stock on a particular date on any of the foregoing bases, the Closing Bid Price
or the Closing Trade Price (as the case may be) of the Common Stock on such date shall be the fair market value as mutually determined
by Lender and Borrower. If Lender and Borrower are unable to agree upon the fair market value of the Common Stock, then such dispute
shall be resolved in accordance with the procedures in Section 16.2. All such determinations shall be appropriately adjusted
for any stock dividend, stock split, stock combination or other similar transaction during such period.


 


A5.              
“Conversion” means a Lender Conversion under Section 3 or an Installment Conversion under Section 8.


 


A6.              
“Conversion Eligible Outstanding Balance” means the Outstanding Balance of this Note less the sum of
each Subsequent Tranche that has not yet become a Conversion Eligible Tranche (i.e., Lender has not yet paid the outstanding balance
of the Secured Investor Note or Investor Note that corresponds to such Subsequent Tranche).


 


A7.              
“Conversion Factor” means 70%, subject to the following adjustments. If at any time the average of the
three (3) lowest Closing Bid Prices in the twenty (20) Trading Days immediately preceding any date of measurement is below $0.01,
then in such event the then-current Conversion Factor shall be reduced by 10% for all future Conversions (subject to other reductions
set forth in this section). Additionally, if at any time after the Effective Date, Borrower is not DWAC Eligible, then the then-current
Conversion Factor will automatically be reduced by 5% for all future Conversions. If at any time after the Effective Date, the
Conversion Shares are not DTC Eligible, then the then-current Conversion Factor will automatically be reduced by an additional
5% for all future Conversions. Finally, in addition to the Default Effect, if any Major Default occurs after the Effective Date,
the Conversion Factor shall automatically be reduced for all future Conversions by an additional 5% for each of the first three
(3) Major Defaults that occur after the Effective Date (for the avoidance of doubt, each occurrence of any Major Default shall
be deemed to be a separate occurrence for purposes of the foregoing reductions in Conversion Factor, even if the same Major Default
occurs three (3) separate times). For example, the first time Borrower is not DWAC Eligible, the Conversion Factor for future Conversions
thereafter will be reduced from 70% to 65% for purposes of this example. Following such event, the first time the Conversion Shares
are no longer DTC Eligible, the Conversion Factor for future Conversions thereafter will be reduced from 65% to 60% for purposes
of this example. If, thereafter, there are three (3) separate occurrences of a Major Default pursuant to Section 4.1(c), then for
purposes of this example the Conversion Factor would be reduced by 5% for the first such occurrence, and so on for each of the
second and third occurrences of such Major Default.


 






    	 	Attachment 1 to Convertible Promissory Note, Page 1
	 



     


    

 


A8.              
“Deemed Issuance” means an issuance of Common Stock that shall be deemed to have occurred on the latest
possible permitted date pursuant to the terms hereof or any applicable Warrant in the event Borrower fails to deliver Conversion
Shares as and when required pursuant to Section 9 of the Note or Warrant Shares (as defined in the Purchase Agreement) as and when
required pursuant to the Warrants. For the avoidance of doubt, if Borrower has elected or is deemed under Section 8.3 to have elected
to pay an Installment Amount in Installment Conversion Shares and fails to deliver such Installment Conversion Shares, such failure
shall be considered a Deemed Issuance hereunder even if an Equity Conditions Failure exists at that time or other relevant date
of determination.


 


A9.              
“Default Effect” means multiplying the Conversion Eligible Outstanding Balance as of the date the applicable
Event of Default occurred by (a) 15% for each occurrence of any Major Default, or (b) 5% for each occurrence of any Minor Default,
and then adding the resulting product to the Outstanding Balance as of the date the applicable Event of Default occurred, with
the sum of the foregoing then becoming the Outstanding Balance under this Note as of the date the applicable Event of Default occurred;
provided that the Default Effect may only be applied three (3) times hereunder with respect to Major Defaults and three (3) times
hereunder with respect to Minor Defaults; and provided further that the Default Effect shall not apply to any Event of Default
pursuant to Section 4.1(b) hereof.


 


A10.          
“DTC” means the Depository Trust Company.


 


A11.          
“DTC Eligible” means, with respect to the Common Stock, that such Common Stock is eligible to be deposited
in certificate form at the DTC, cleared and converted into electronic shares by the DTC and held in the name of the clearing firm
servicing Lender’s brokerage firm for the benefit of Lender.


 


A12.          
“DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer program.


 


A13.          
“DWAC” means the DTC’s Deposit/Withdrawal at Custodian system.


 


A14.          
“DWAC Eligible” means that (a) Borrower’s Common Stock is eligible at DTC for full services pursuant
to DTC’s operational arrangements, including without limitation transfer through DTC’s DWAC system, (b) Borrower has
been approved (without revocation) by the DTC’s underwriting department, (c) Borrower’s transfer agent is approved
as an agent in the DTC/FAST Program, (d) the Conversion Shares are otherwise eligible for delivery via DWAC; (e) Borrower has previously
delivered all Conversion Shares to Lender via DWAC; and (f) Borrower’s transfer agent does not have a policy prohibiting
or limiting delivery of the Conversion Shares via DWAC.


 


A15.          
“Equity Conditions Failure” means that any of the following conditions has not been satisfied during
any applicable Equity Conditions Measuring Period (as defined below): (a) with respect to the applicable date of determination
all of the Conversion Shares would be freely tradable under Rule 144 or without the need for registration under any applicable
federal or state securities laws (in each case, disregarding any limitation on conversion of this Note); (b) on each day during
the period beginning one month prior to the applicable date of determination and ending on and including the applicable date of
determination (the “Equity Conditions Measuring Period”), the Common Stock is listed or designated for quotation
(as applicable) on any of NYSE, NASDAQ, OTCQX, OTCQB, or OTC Pink Current Information (each, an “Eligible Market”)
and shall not have been suspended from trading on any such Eligible Market (other than suspensions of not more than two (2) Trading
Days and occurring prior to the applicable date of determination due to business announcements by Borrower); (c) on each day
during the Equity Conditions Measuring Period, Borrower shall have delivered all shares of Common Stock issuable upon conversion
of this Note on a timely basis as set forth in Section 9 hereof and all other shares of capital stock required to be delivered
by Borrower on a timely basis as set forth in the other Transaction Documents; (d) any shares of Common Stock to be issued
in connection with the event requiring determination may be issued in full without violating Section 12 hereof (Lender acknowledges
that Borrower shall be entitled to assume that this condition has been met for all purposes hereunder absent written notice from
Lender); (e) any shares of Common Stock to be issued in connection with the event requiring determination may be issued in
full without violating the rules or regulations of the Eligible Market on which the Common Stock is then listed or designated for
quotation (as applicable); (f) on each day during the Equity Conditions Measuring Period, no public announcement of a pending,
proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated; (g) Borrower
shall have no knowledge of any fact that would reasonably be expected to cause any of the Conversion Shares to not be freely tradable
without the need for registration under any applicable state securities laws (in each case, disregarding any limitation on conversion
of this Note); (h) on each day during the Equity Conditions Measuring Period, Borrower otherwise shall have been in material
compliance with each, and shall not have breached any, term, provision, covenant, representation or warranty of any Transaction
Document; (i) without limiting clause (j) above, on each day during the Equity Conditions Measuring Period, there shall not
have occurred an Event of Default or an event that with the passage of time or giving of notice would constitute an Event of Default;
(k) on each Installment Date, the average and median daily dollar volume of the Common Stock on its principal market for the previous
twenty (20) Trading Days shall be greater than $25,000.00; (l) the ten (10) day average VWAP of the Common Stock is greater than
$0.005, and (m) the Common Stock shall be DWAC Eligible as of each applicable Installment Date or other date of determination.


 






    	 	Attachment 1 to Convertible Promissory Note, Page 2
	 



     


    

 


A16.          
“Excluded Securities” means any shares of Common Stock, options, or convertible securities issued or
issuable in connection with any Approved Stock Plan; provided that the option term, exercise price or similar provisions
of any issuances pursuant to such Approved Stock Plan are not amended, modified or changed on or after the Purchase Price Date.


 


A17.          
“Free Trading” means that (a) the shares or certificate(s) representing the applicable shares of Common
Stock have been cleared and approved for public resale by the compliance departments of Lender’s brokerage firm and the clearing
firm servicing such brokerage, and (b) such shares are held in the name of the clearing firm servicing Lender’s brokerage
firm and have been deposited into such clearing firm’s account for the benefit of Lender.


 


A18.          
“Fundamental Default” means that Borrower either fails to pay the entire Outstanding Balance to Lender
on or before the Maturity Date or fails to pay the Mandatory Default Amount within three (3) Trading Days of the date Lender delivers
any notice of acceleration to Borrower pursuant to Section 4.2 of this Note.


 


A19.          
“Fundamental Default Conversion Value” means the Adjusted Outstanding Balance multiplied by the highest
Fundamental Default Ratio that occurs during the Fundamental Default Measuring Period.


 


A20.          
“Fundamental Default Measuring Period” means a number of months equal to the Outstanding Balance as of
the date the Fundamental Default occurred divided by the Installment Amount, with such number being rounded up to the next whole
month; provided, however, that if Borrower repays the entire Outstanding Balance prior to the conclusion of the Fundamental
Default Measuring Period, the Fundamental Default Measuring Period shall end on the date of repayment. For illustration purposes
only, if the Outstanding Balance were equal to $125,000.00 as of the date a Fundamental Default occurred and if the Installment
Amount were $28,500.00, then the Fundamental Default Measuring Period would equal five (5) months calculated as follows: $125,000.00/$28,500.00
equals 4.386, rounded up to five (5).


 


A21.          
“Fundamental Default Ratio” means a ratio that will be calculated on each Trading Day during the Fundamental
Default Measuring Period by dividing the Closing Trade Price for the Common Stock on a given Trading Day by the Lender Conversion
Price (as adjusted pursuant to the terms hereof) in effect for such Trading Day.


 


A22.          
“Fundamental Liquidated Damages Amount” means the greater of (a) (i) the quotient of the Outstanding
Balance on the date the Fundamental Default occurred divided by the then-current Conversion Factor, minus (ii) the Outstanding
Balance on the date the Fundamental Default occurred, or (b) the Fundamental Default Conversion Value.


 


A23.          
“Fundamental Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly
or indirectly, in one or more related transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries
is the surviving corporation) any other person or entity, or (ii) Borrower or any of its subsidiaries shall, directly or indirectly,
in one or more related transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially
all of its respective properties or assets to any other person or entity, or (iii) Borrower or any of its subsidiaries shall,
directly or indirectly, in one or more related transactions, allow any other person or entity to make a purchase, tender or exchange
offer that is accepted by the holders of more than 50% of the outstanding shares of voting stock of Borrower (not including any
shares of voting stock of Borrower held by the person or persons making or party to, or associated or affiliated with the persons
or entities making or party to, such purchase, tender or exchange offer), or (iv) Borrower or any of its subsidiaries shall,
directly or indirectly, in one or more related transactions, consummate a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other person or
entity whereby such other person or entity acquires more than 50% of the outstanding shares of voting stock of Borrower (not including
any shares of voting stock of Borrower held by the other persons or entities making or party to, or associated or affiliated with
the other persons or entities making or party to, such stock or share purchase agreement or other business combination), or (v) Borrower
or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, reorganize, recapitalize or reclassify
the Common Stock, other than an increase in the number of authorized shares of Borrower’s Common Stock, or (b) any “person”
or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations
promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act),
directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of Borrower.


 






    	 	Attachment 1 to Convertible Promissory Note, Page 3
	 



     


    

 


A24.          
“Installment Amount” means $110,500.00 ($1,105,000.00 ÷ 10), plus the sum of any accrued and unpaid
interest on all Conversion Eligible Tranches as of the applicable Installment Date, and accrued and unpaid late charges, if any,
under this Note as of the applicable Installment Date, and any other amounts accruing or owing to Lender under this Note as of
such Installment Date; provided, however, that, if the remaining amount owing under all then-existing Conversion Eligible
Tranches or otherwise with respect to this Note as of the applicable Installment Date is less than the Installment Amount set forth
above, then the Installment Amount for such Installment Date (and only such Installment Amount) shall be reduced (and only reduced)
by the amount necessary to cause such Installment Amount to equal such outstanding amount.


 


A25.          
“Lender Conversion Share Value” means the product of the number of Lender Conversion Shares deliverable
pursuant to any Lender Conversion multiplied by the Closing Trade Price of the Common Stock on the Delivery Date for such Lender
Conversion.


 


A26.          
“Major Default” means any Event of Default occurring under Sections 4.1(a) (payments), 4.1(c) (delivery
of Installment Conversion Shares or True-Up Shares), 4.1(l) (Share Reserve), or 4.1(p) (breach of certain covenants) of this Note.


 


A27.          
“Mandatory Default Amount” means the greater of (a) the Outstanding Balance (including all Tranches,
both Conversion Eligible Tranches and Subsequent Tranches that have not yet become Conversion Eligible Tranches) divided by the
Installment Conversion Price on the date the Mandatory Default Amount is demanded, multiplied by the VWAP on the date the Mandatory
Default Amount is demanded, or (b) the Outstanding Balance following the application of the Default Effect.


 


A28.          
“Market Capitalization” means the product equal to (a) the average VWAP of the Common Stock for the immediately
preceding fifteen (15) Trading Days, multiplied by (b) the aggregate number of outstanding shares of Common Stock as reported on
Borrower’s most recently filed Form 10-Q or Form 10-K.


 


A29.          
“Market Price” means the Conversion Factor multiplied by the average of the three (3) lowest Closing
Bid Prices in the twenty (20) Trading Days immediately preceding the applicable Conversion.


 


A30.          
“Minor Default” means any Event of Default that is not a Major Default or a Fundamental Default.


 


A31.          
“OID” means an original issue discount.


 


A32.          
“Optional Prepayment Liquidated Damages Amount” means an amount equal to the difference between (a) the
product of (i) the number of shares of Common Stock obtained by dividing (1) the applicable Optional Prepayment Amount by (2) the
Lender Conversion Price as of the date Borrower delivered the applicable Optional Prepayment Amount to Lender, multiplied by (ii)
the Closing Trade Price of the Common Stock on the date Borrower delivered the applicable Optional Prepayment Amount to Lender,
and (b) the applicable Optional Prepayment Amount paid by Borrower to Lender. For illustration purposes only, if the applicable
Optional Prepayment Amount were $50,000.00, the Lender Conversion Price as of the date the Optional Prepayment Amount was paid
to Lender was equal to $0.75 per share of Common Stock, and the Closing Trade Price of a share of Common Stock as of such date
was equal to $1.00, then the Optional Prepayment Liquidated Damages Amount would equal $16,666.67 computed as follows: (a) $66,666.67
(calculated as (i) (1) $50,000.00 divided by (2) $0.75 multiplied by (ii) $1.00) minus (b) $50,000.00.


 


A33.          
“Other Agreements” means, collectively, (a) all existing and future agreements and instruments between,
among or by Borrower (or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing
agreement or a material agreement that affects Borrower’s ongoing business operations.


 


A34.          
“Outstanding Balance” means as of any date of determination, the Purchase Price, as reduced or increased,
as the case may be, pursuant to the terms hereof for payment, Conversion, offset, or otherwise, plus the OID, the Transaction Expense
Amount, accrued but unpaid interest, collection and enforcements costs (including attorneys’ fees) incurred by Lender, transfer,
stamp, issuance and similar taxes and fees related to Conversions, and any other fees or charges (including without limitation
Conversion Delay Late Fees) incurred under this Note.


 






    	 	Attachment 1 to Convertible Promissory Note, Page 4
	 



     


    

 


A35.          
“Purchase Price Date” means the date the Initial Cash Purchase Price is delivered by Lender to Borrower.


 


A36.          
“Trading Day” means any day on which the New York Stock Exchange is open for trading.


 


A37.          
“VWAP” means the volume weighted average price of the Common stock on the principal market for a particular
Trading Day or set of Trading Days, as the case may be, as reported by Bloomberg.


  




    	 	Attachment 1 to Convertible Promissory Note, Page 5
	 



     


    

 


EXHIBIT A


 


Typenex Co-Investment, LLC


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 


	MyECheck,Inc.	Date: __________________



 


Attn: Edward R. Starrs, CEO


2600 East Bidwell Street, Suite 190


Folsom, California 95630


 


LENDER CONVERSION NOTICE


 


The above-captioned
Lender hereby gives notice to MyECheck, Inc., a Wyoming corporation (the “Borrower”), pursuant to that certain
Convertible Promissory Note made by Borrower in favor of Lender on October 29, 2015 (the “Note”), that Lender
elects to convert the portion of the Note balance set forth below into fully paid and non-assessable shares of Common Stock of
Borrower as of the date of conversion specified below. Said conversion shall be based on the Lender Conversion Price set forth
below. In the event of a conflict between this Lender Conversion Notice and the Note, the Note shall govern, or, in the alternative,
at the election of Lender in its sole discretion, Lender may provide a new form of Lender Conversion Notice to conform to the Note.
Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.


 


		A.	Date of Conversion: ____________



		B.	Lender Conversion #: ____________



		C.	Conversion Amount: ____________



		D.	Lender Conversion Price: _______________



		E.	Lender Conversion Shares: _______________ (C divided by D)



		F.	Remaining Outstanding Balance of Note: ____________*



		G.	Remaining Balance of Secured Investor Note and Investor Notes: ____________*



		H.	Outstanding Balance of Note Net of Balance of Secured
Investor Note and Investor Notes: ____________* (F minus G)



 


* Subject to adjustments for corrections,
defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms
of which shall control in the event of any dispute between the terms of this Lender Conversion Notice and such Transaction Documents.


 


The Conversion Amount converted hereunder
shall be deducted from the following Conversion Eligible Tranche(s):


 


	Conversion Amount	Tranche No.
	 	 
	 	 
	 	 


 


Additionally, $_________________ of the
Conversion Amount converted hereunder shall be deducted from the Installment Amount(s) relating to the following Installment Date(s):
__________________________________________.


 


 





Exhibit A to Convertible Promissory Note,
Page 1







 






     


     


    

 


Please transfer the Lender Conversion
Shares electronically (via DWAC) to the following account:


 


	Broker:	 	 	Address:	 
	DTC#:	 	 	 	 
	Account #:	 	 	 	 
	Account Name: 	 	 	 	 







 


To the extent the
Lender Conversion Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such certificated
shares to Lender via reputable overnight courier after receipt of this Lender Conversion Notice (by facsimile transmission or otherwise)
to:


_____________________________________


_____________________________________


_____________________________________


 


Sincerely,


 


Lender:


 


Typenex
Co-Investment, LLC


 


By: Red Cliffs Investments, Inc., its Manager


 


	 	By:	 	 
	 	 	John M. Fife, President	 



 


 





Exhibit A to Convertible Promissory Note,
Page 2







 




     


     


    

 


EXHIBIT B


 


MyECheck, Inc.


2600 East Bidwell Street, Suite 190


Folsom, California 95630


 





		Typenex Co-Investment, LLC	Date: _____________



Attn: John Fife


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


INSTALLMENT NOTICE


 


The above-captioned Borrower hereby gives
notice to Typenex Co-Investment, LLC, a Utah limited liability company (the “Lender”), pursuant to that certain
Convertible Promissory Note made by Borrower in favor of Lender on October 29, 2015 (the “Note”), of certain
Borrower elections and certifications related to payment of the Installment Amount of $_________________ due on ___________, 201_
(the “Installment Date”). In the event of a conflict between this Installment Notice and the Note, the Note
shall govern, or, in the alternative, at the election of Lender in its sole discretion, Lender may provide a new form of Installment
Notice to conform to the Note. Capitalized terms used in this notice without definition shall have the meanings given to them in
the Note.


 


INSTALLMENT CONVERSION AND CERTIFICATIONS


AS OF THE INSTALLMENT DATE


 


		A.	INSTALLMENT CONVERSION



 


		A.	Installment Date: ____________, 201_



		B.	Installment Amount: ____________



		C.	Portion of Installment Amount to be Paid in Cash: ____________



		D.	Portion of Installment Amount to be Converted into Common Stock: ____________ (B minus C)



		E.	Installment Conversion Price: _______________ (lower of (i) Lender Conversion Price in effect and
(ii) Market Price as of Installment Date)



		F.	Installment Conversion Shares: _______________ (D divided by E)



		G.	Remaining Outstanding Balance of Note: ____________ *



		H.	Remaining Balance of Secured Investor Note and Investor Notes: ____________*



		I.	Outstanding Balance of Note Net of Balance of Secured Investor Note and Investor Notes: ____________
(G minus H)*



 


* Subject to adjustments for corrections,
defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms
of which shall control in the event of any dispute between the terms of this Installment Notice and such Transaction Documents.


 


		B.	EQUITY CONDITIONS CERTIFICATION



 


		1.	Market Capitalization:________________



 


 





Exhibit B to Convertible Promissory Note,
Page 1







 









     


     


    

 


(Check One)


 


		2.	_________ Borrower herby certifies that no Equity Conditions Failure exists as of the Installment
Date.



 


		3.	_________ Borrower hereby gives notice that an Equity Conditions Failure has occurred and requests
a waiver from Lender with respect thereto. The Equity Conditions Failure is as follows:



 


 





 



 





 



 





 



 





 



 


Sincerely,


 


Borrower:


 


MyECheck,
Inc.


 


	By: 	 	 
	 	 	 
	Name: 	 	 
	 	 	 
	Title: 	 	 





 


ACKNOWLEDGED AND CERTIFIED
BY:


 


Lender:


 


Typenex
Co-Investment, LLC


 


By: Red Cliffs Investments, Inc., its Manager


 


	 	By:		 
	 	 	John M. Fife, President	 



 


 





Exhibit B to Convertible Promissory Note,
Page 2







 







     


     


    

 


EXHIBIT C


 


Typenex Co-Investment, LLC


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 





	MyECheck, Inc.	Date: __________________




 


Attn: Edward R. Starrs, CEO


2600 East Bidwell Street, Suite 190


Folsom, California 95630


TRUE-UP NOTICE


 


The above-captioned Lender hereby gives
notice to MyECheck, Inc., a Wyoming corporation (the “Borrower”), pursuant to that certain Convertible Promissory
Note made by Borrower in favor of Lender on October 29, 2015 (the “Note”), of True-Up Conversion Shares related
to _____________, 201_ (the “Installment Date”). In the event of a conflict between this True-Up Notice and
the Note, the Note shall govern, or, in the alternative, at the election of Lender in its sole discretion, Lender may provide a
new form of True-Up Notice to conform to the Note. Capitalized terms used in this notice without definition shall have the meanings
given to them in the Note.


 


TRUE-UP CONVERSION SHARES
AND CERTIFICATIONS


AS OF THE TRUE-UP DATE


 


		1.	TRUE-UP CONVERSION SHARES



 


		A.	Installment Date: ____________, 201_



 


		B.	True-Up Date: ____________, 201_



 


		C.	Portion of Installment Amount Converted into Common Stock: _____________



 


		D.	True-Up Conversion Price: _______________ (lower of (i) Lender Conversion Price in effect and (ii)
Market Price as of True-Up Date)



 


		E.	True-Up Conversion Shares: _______________ (C divided by D)



 


		F.	Installment Conversion Shares Delivered: ________________



 


		G.	True-Up Conversion Shares to be Delivered: ________________ (only applicable if E minus F is greater
than zero)



 


		2.	EQUITY CONDITIONS CERTIFICATION (Section to be completed by Borrower)



 


		A.	Market Capitalization:________________



 


 





Exhibit C to Convertible Promissory Note,
Page 1







 






     


     


    

 


(Check One)


 


		B.	_________ Borrower herby certifies that no Equity Conditions Failure exists as of the applicable
True-Up Date.



 


		C.	_________ Borrower hereby gives notice that an Equity Conditions Failure has occurred and requests
a waiver from Lender with respect thereto. The Equity Conditions Failure is as follows:



 


 





 



 





 



 





 



 





 



 


Sincerely,


 


Lender:


 


Typenex
Co-Investment, LLC


 


By: Red Cliffs Investments, Inc., its Manager


 





	 	By:	 	 
	 	 	John M. Fife, President	 


 


 


Exhibit C to Convertible
Promissory Note, Page 2







 




     


     


    

 


EXHIBIT D 


 


MyECheck, Inc.


2600 East Bidwell Street, Suite 190


Folsom, California 95630


 


	Typenex Co-Investment, LLC	Date: _____________







Attn: John Fife


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 


NOTICE OF EXERCISE


OF BORROWER OFFSET RIGHT


 


The above-captioned Borrower hereby gives
notice to Typenex Co-Investment, LLC, a Utah limited liability company (the “Lender”), pursuant to that certain
Convertible Promissory Note made by Borrower in favor of Lender on October 29, 2015 (the “Note”), of Borrower’s
election to exercise the Borrower Offset Right as set forth below. In the event of a conflict between this Notice of Exercise of
Borrower Offset Right and the Note, the Note shall govern. Capitalized terms used in this notice without definition shall have
the meanings given to them in the Note.


 


 


		A.	Effective Date of Offset: ____________, 201_



		B.	Amount of Offset: ____________



		C.	Investor Note(s) Being Offset: _______________



 


* Subject to adjustments for corrections,
defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms
of which shall control in the event of any dispute between the terms of this Notice of Exercise of Borrower Offset Right and such
Transaction Documents.


 


Sincerely,


 


Borrower:


 


MyECheck,
Inc.


  





	By: 	 	 
	 	 	 
	Name: 	 	 
	 	 	 
	Title: 	 	 


 


 





Exhibit D to Convertible Promissory Note,
Page 1