Exhibit 10.9


 


THIS
CONVERTIBLE PROMISSORY NOTE AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER
THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.


 


CONVERTIBLE
PROMISSORY NOTE


 


	$500,000	January
    18, 2019


 


For
value received OWP VENTURES, INC., a Delaware corporation (the “Company”)
promises to pay to the order of The Sanguine Group LLC. (“Holder”) the principal sum of FIVE
HUNDRED THOUSAND DOLLARS (500,000.00), with interest on the outstanding principal amount at the rate of six percent (6%) per
annum, on January 18, 2022 (the Maturity Date”). Interest shall commence with the date hereof and shall
accrue on the outstanding principal amount until paid in full or this Note has been converted as provided below. Interest shall
be computed on the basis of a year of 365 days for the actual number of days elapsed.


 


1. All
payments of interest and principal shall be in lawful money of the United States of America. All payments shall be applied
first to accrued interest, and thereafter to principal.


 


2.(a)In
the event that the Company consummates the closing of a public or private offering of its Equity Securities (as defined below)
resulting in gross proceeds to the Company of at least $500,000 (excluding the conversion this Note) (a “Qualified
Financing”) at any time prior to the repayment of this Note, then the outstanding principal balance of this Note,
together with any accrued and unpaid interest thereon, or any portion thereof, shall automatically be converted into such Equity
Securities at the lower of a conversion price (i) equal to eighty percent (80%) of the purchase price paid by the investors purchasing
the Equity Securities in the Qualified Financing, or (ii) reflecting a price per share of common stock of the Company of $0.424
per share, as equitably adjusted for any stock split or stock dividends effected after the date hereof (the “Fixed
Conversion Price”). For purposes of this Note, the term “Equity Securities” shall mean
(i) any shares of common stock or preferred stock of the Company, (ii) any security convertible or exchangeable for common stock
or preferred stock of the Company, and (iii) any other rights to purchase or otherwise acquire common stock or preferred
stock of the Company, in each case issued in a Qualified Financing following the date hereof, except that Equity Securities shall
not include any security granted, issued and/or sold by the Company to any officer, employee, director, advisor or consultant
in such capacity.


 


(b)
In case of any reorganization, consolidation or merger involving the Company prior to the Maturity Date, in which the
stockholders of the Company receive securities of another entity (including any parent company of the company with which the
Company merges or is merged into) (the “Successor Issuer”) in exchange for their shares of Company common
stock, this Note shall automatically be converted into that number of shares of common stock of the Successor Issuer as the
Holder would have been entitled to receive upon consummation of such event, if the Holder had converted all of the principal
and interest outstanding under this Note immediately prior thereto at the Fixed Conversion Price.


 






     


     


    

 


(c)
In the event the Company fails to pay the outstanding obligations under this Note on the Maturity Date, Holder shall
thereafter have the option at any time and from time to time, prior to the date on which the Company makes payment in full of
the outstanding principal amount of this Note together with all accrued interest thereon, to convert all or any portion of
the outstanding principal amount of this Note plus all accrued and unpaid interest thereon into common stock of the Company
at the Fixed Conversion Price.


 


(d)
Before the Holder shall be entitled to convert this Note into Equity Securities pursuant to this Section 2, the Holder shall
give written notice to the Company at its principal corporate office, of the election to convert the same and shall state
therein the name or names in which the Equity Securities are to be issued. The Company shall, as soon as practicable
thereafter, issue and deliver to Holder or to the nominee or nominees of Holder, a certificate or certificates for the Equity
Securities to which the Holder shall be entitled as aforesaid. Conversion shall be deemed to have been effected on the date
when delivery of notice of an election to convert and surrender of the Note to be converted is made, or if applicable, on the
effective date of the Qualified Financing. All Equity Securities which may be issued upon conversion of the Note will, upon
issuance, be duly issued, fully paid and non-assessable and free from all taxes, liens, and charges with respect to the
issuance thereof.


 


(e)
Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert this Note if as a
result thereof the Holder would beneficially own in excess 4.99% or more of the outstanding shares of common stock of the
Company or a Successor Issuer, as applicable, at any time that such common stock is registered under Section 12 of the
Securities Exchange Act of 1934, as amended (the “1934 Act”). For the purposes of the immediately
preceding sentence, beneficial ownership shall be determined in accordance with Section 13(c) of the of the 1934 Act and
Regulation 13d-3 thereunder. The Holder may void the limitation described in this 2(e) upon 65 days prior notice to the
Company.


 


3. By
its acceptance of this Note, the Holder makes the following representations and warrantees:


 


(a)
The Holder represents and warrants that it is acquiring this Note and will acquire any Equity Securities on conversion of
this Note solely for its account for investment and not with a view to or for sale or distribution of the Note or Equity
Securities or any part thereof. The Holder also represents that the entire legal and beneficial interests of the Note and
Equity Securities the Holder is acquiring is being acquired for, and will be held for, its account only.


 


(b)
The Holder understands that the Note and Equity Securities have not been registered under the Securities Act of 1933, as
amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to
be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations,
the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in
connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The
Holder has no such present intention.


 






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(c)
The Holder recognizes that the Note and Equity Securities must be held indefinitely unless they are subsequently registered
under the Act or an exemption from such registration is available. The Holder recognizes that the Company has no obligation
to register the Note or Equity Securities, or to comply with any exemption from such registration.


 


(d)
The Holder is aware that neither the Note nor the Equity Securities may be sold pursuant to Rule 144 adopted under the Act
unless certain conditions are met, including, among other things, the existence of a public market for the shares, the
availability of certain current public information, the resale following the required holding period under Rule 144 and the
number of shares being sold during any three month period not exceeding specified limitations. The Holder is aware that the
conditions for resale set forth in Rule 144 have not been satisfied and that the Company presently has no plans to satisfy
these conditions in the foreseeable future.


 


4. This
Note may be prepaid at any time without the consent of the Holder.


 


5. The
Company shall pay all reasonable attorneys’ fees and court costs incurred by the Holder in enforcing and collecting
this Note.


 


6. The
Company hereby waives demand, notice, presentment, protest and notice of dishonor.


 


7. This
Note shall be governed by and construed under the laws of the State of Nevada, as applied to agreements among Nevada
residents, made and to be performed entirely within the State of Nevada, without giving effect to conflicts of laws
principles.


 


8. This
Note may be transferred only upon its surrender to the Company for registration of transfer, duly endorsed, or accompanied
by a duly executed written instrument of transfer in form satisfactory to the Company. Thereupon, this Note shall be reissued
to, and registered in the name of, the transferee, or a new Note for like principal amount and interest shall be issued to,
and registered in the name of, the transferee. Interest and principal shall be paid solely to the registered holder of this
Note. Such payment shall constitute full discharge of the Company’s obligation to pay such interest and
principal.


 


	 	OWP
    VENTURES, INC.
	 	 	 
	 	By:	/s/
    Craig Ellins
	 	 	Name:
    Craig Ellins
	 	 	Title:
    Chief Executive Officer


 


 


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