Exhibit 10.5


 


 


THE SECURITIES REPRESENTED BY THIS DOCUMENT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE,
AND MAY NOT BE OFFERED, SOLD TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE
UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY
TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.


 


FOCUS UNIVERSAL INC.


UNSECURED CONVERTIBLE PROMISSORY NOTE


 


 


	 	Note No. 2017-01           
	$420,000	Dated: June 30, 2017     


 


 


1.       PRINCIPAL.
For value received, Focus Universal Inc., a Nevada corporation headquartered at 829
Lawson Street, City of Industry, CA 91748 (the “Company”), hereby promises to pay to the order of Haitao Zhang,
or his assigns (the “Noteholder” and, collectively with the Company, the “Parties”), in lawful
money of the United States of America, and in immediately payable funds, the principal sum of $420,000 (the “Obligation”).
The principal hereof and any unpaid accrued interest thereon shall be due and payable on the date which is three years from the
date of this Note (the “Maturity Date”).


 


2.       INTEREST.
Interest on the unpaid principal amount of the Obligation outstanding from time to time shall accrue at the annualized rate of
10% until the Maturity Date and thereafter at an annualized default rate of 12%. Computations of interest shall be made on the
basis of a 365-day year, and the actual number of days elapsed (the “Interest”).


 


3.       PAYMENTS.
The Company hereby promises to pay to the Noteholder, in lawful money of the United States of America, and in immediately payable
funds, the Obligation. The principal hereof and any unpaid accrued interest thereon shall be due and payable on the Maturity Date
(unless such payment date is accelerated as provided in Section 8 hereof). Payment of all amounts due hereunder shall be made at
the address of the Noteholder provided for on the signature page of this Note.


 


4.       PREPAYMENT.
Company shall be entitled to prepay this Note prior to the Maturity Date without premium or penalty.


 


5.       CONVERSION.
This Note is convertible at the option of the Noteholder, in his, her or its sole discretion, in whole or in part, at any time
prior to the Maturity Date into shares of common stock of the Company (the “Note Shares”) at a conversion price
equal to $1.75 per share (the “Conversion Price”). Noteholder shall deliver to the Company a written Election
to Convert, a form of which is attached hereto. As soon as reasonably practicable after receipt of the written Election to Convert,
the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Noteholder,
and in such name or names as the Noteholder may designate, a certificate or certificates for the full number of Note Shares so
purchased upon conversion of the Note. Such certificate or certificates shall be deemed to have been issued and any person so designated
to be named therein shall be deemed to have become a holder of record of such securities as of the date of delivery of the Election
to Convert, notwithstanding that the certificate or certificates representing such securities shall not actually have been delivered
or that the stock transfer books of the Company shall then be closed. The Note shall be convertible, at the election of the Noteholders,
either in full or from time to time in part and, in the event that the Note is converted in respect of less than all of the Note
Shares specified therein at any time prior to the Maturity Date, a new Note evidencing the remaining portion of the indebtedness
shall be issued by the Company to the Noteholder.


 


 


 




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6.       APPLICATIONS
OF PAYMENTS. Payments received by Noteholder pursuant to the terms hereof shall be applied in the following manner: first,
to the payment of all expenses, charges, late payment fees, costs and fees incurred by or payable to Noteholder and for which Company
is obligated pursuant to the terms of this Note, second, to the payment of all interest accrued to the date of such payment; and
third, to the payment of principal.


 


7.       DEFAULT.
The occurrence of any one of the following events shall constitute an Event of Default:


 


(a)       The
non-payment, when due, of any principal or interest pursuant to this Note;


 


(b)       The
material breach of any representation or warranty in this Note or in the Subscription Agreement or in any other agreement that
may be entered into by and between the Noteholder and the Company prior to the repayment of the Note. In the event the Noteholder
becomes aware of a breach as described in this Section 7(b), the Noteholder shall notify the Company in writing of such breach
and the Company shall have 30 calendar days from the receipt of such notice to cure the alleged breach;


 


(c)       The
material breach of any covenant or undertaking in this Note or in the Subscription Agreement, not otherwise provided for in this
Section 7. In the event the Noteholder becomes aware of a breach as described in this Section 7(c), the Noteholder shall notify
the Company in writing of such breach and the Company within shall have 30 calendar days from the receipt of such notice to cure
the alleged breach;


 


(d)       A
default shall occur in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of
any indebtedness of the Company or an event of default or similar event shall occur with respect to such indebtedness, if the effect
of such default or event (subject to any required notice and any applicable grace period) would be to accelerate the maturity of
any such indebtedness or to permit the holder or holders of such indebtedness to cause such indebtedness to become due and payable
prior to its express maturity;


 


(e)       The
commencement by the Company of any voluntary proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment
or debt, receivership, dissolution, or liquidation law or statute or any jurisdiction, whether now or hereafter in effect; or the
adjudication of the Company as insolvent or bankrupt by a decree of a court of competent jurisdiction; or the petition or application
by the Company for, acquiescence in, or consent by the Company to, the appointment of any receiver or trustee for the Company or
for all or a substantial part of the property of the Company; or the assignment by the Company for the benefit of creditors; or
the written admission of the Company of its inability to pay its debts as they mature; or


 


(f)       The
commencement against the Company of any proceeding relating to the Company under any bankruptcy, reorganization, arrangement, insolvency,
adjustment of debt, receivership, dissolution or liquidation law or statute or any jurisdiction, whether now or hereafter in effect,
provided, however, that the commencement of such a proceeding shall not constitute an Event of Default unless the Company consents
to the same or admits in writing the material allegations of same, or said proceeding shall remain undismissed for 30 calendar
days; or the issuance of any order, judgment or decree for the appointment of a receiver or trustee for the Company or for all
or a substantial part of the property of the Company, which order, judgment or decree remains undismissed for 30 calendar days;
or a warrant of attachment, execution, or similar process shall be issued against any substantial part of the property of the Company.


 


8.       REMEDIES;
LATE PAYMENT PENALTY. Upon the occurrence of any Event of Default, the Noteholder may, by written notice to the Company, declare
all or any portion of the unpaid principal amount due to Noteholder, together with all accrued interest thereon, immediately due
and payable. The Noteholder may also proceed against any guarantor of this obligation without waiving any rights under the terms
of this Note.


 


 


 


 




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9.       NOTICES.
Notices to be given hereunder shall be in writing and shall be deemed to have been sufficiently given if delivered personally or
sent by overnight delivery service or by facsimile transmission. Notice shall be deemed to have been received on the date of personal
delivery or facsimile transmission, or if sent by overnight delivery service, shall be deemed to have been received on the next
delivery day after deposit with the courier or messenger. The addresses of the Parties are set forth on the signature page of this
Note and a Party shall give written notice of any change of address to the other Party.


 


10.      GOVERNING LAW. THIS NOTE
SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA APPLICABLE TO CONTRACTS
MADE AND TO BE PERFORMED ENTIRELY THEREIN, WITHOUT GIVING EFFECT TO THE RULES AND CONFLICTS OF LAW.


 


11.       EXCLUSIVE
JURISDICTION AND VENUE. The parties agree that the Courts of the County of Clark, state of Nevada shall have sole and exclusive
jurisdiction and venue for the resolution of all disputes arising under the terms of this Agreement and the transactions contemplated
herein.


 


12.       ATTORNEYS
FEES. If any legal action or any other proceeding, including action for declaratory relief, is brought for the interpretation
or enforcement of this Agreement, the Prevailing Party shall be entitled to recover reasonable attorneys’ fees and other
costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled. “Prevailing
Party” shall include without limitation (a) a party who dismisses an action in exchange for sums allegedly due; (b) the
party who receives performance from the other party of an alleged breach or a desired remedy that is substantially equivalent to
the relief sought in an action or proceeding; or (c) the party determined to be the prevailing party by an arbitrator or a court
of law.


 


13.       CONFORMITY
WITH LAW. It is the intention of the Company and of the Noteholder to conform strictly to applicable usury and similar laws.
Accordingly, notwithstanding anything to the contrary in this Note, it is agreed that the aggregate of all charges which constitute
interest under applicable usury and similar laws that are contract for, chargeable or receivable under or in respect of this Note,
shall under no circumstances exceed the maximum amount of interest permitted by such laws, and any excess, whether occasioned by
acceleration or maturity of this Note or otherwise, shall be canceled automatically, and if theretofore paid, shall be either refunded
to the Company or credited on the principal amount of this Note.


 


14.       MISCELLANEOUS.


 


(a)       Every
provision of this Note is intended to be severable. In the event any term or provision hereof is declared by a court of competent
jurisdiction, to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the balance of
the terms and provisions hereof, which terms and provisions shall remain binding and enforceable.


 


(b)       No
failure or delay on the part of Noteholder or any other holder of this Note to exercise any right, power or privilege under this
Note and no course of dealing between the Parties shall impair such right, power or privilege or operate as a waiver of any default
or an acquiescence therein, nor shall any single or partial exercise of any such right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly provided
are cumulative to, and not exclusive of, any rights or remedies, which Noteholder would otherwise have. No notice to or demand
on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances
or constitute a waiver of the right of Noteholder to any other or further action in any circumstances without notice or demand.


 


(c)       The
Company and any endorser of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without
notice, and hereby waive diligence, presentment, protest, demand and notice of every kind.


 


 


 




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(d)       The
Company may not assign its rights or obligations hereunder without prior written consent of Noteholder. Subject to compliance with
applicable federal and state securities laws, Noteholder may assign all or any portion of this Note without the prior consent of
The Company. Upon surrender of the Note, The Company shall execute and deliver one or more substitute notes in such denominations
and of a like aggregate unpaid principal amount or other amount issued to Noteholder and/or to Noteholder’s designated transferee
or transferees. Noteholder may furnish any information in the possession of Noteholder concerning The Company, or any of its respective
subsidiaries, from time to time to assignees and participants (including prospective assignees and participants).


 


 


 


(SIGNATURE PAGE IMMEDIATELY FOLLOWS)


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




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IN WITNESS WHEREOF, the Company has
caused this Note to be executed by its officers thereunto duly authorized as of the date first written above.


 





	 	FOCUS UNIVERSAL INC. 
	 	A Nevada Corporation
	 	 
	 	 
		/s/ Descheng Wang
	 	BY: Desheng Wang
	 	ITS: Chief Executive Officer
	 	 
	 	ADDRESS: 829 Lawson Street,
	 	                      City of Industry, CA 91748




 


 


 


	 	NOTEHOLDER:
	 	 
	 	 
	 	/s/ Haitao Zhang
	 	 
	 	By: Haitao Zhang
	 	 
	 	ADDRESS: 3688 Burnt Pine Drive
	 	                     Jacksonville, FL 32224
	 	 
	 	 
	 	JOINTLY WITH:
	 	 
	 	 
	 	/s/ Man Chen
	 	 
	 	By: Man Chen
	 	 
	 	ADDRESS: 3688 Burnt Pine Drive
	 	                      Jacksonville, FL 32224


 


 


[SIGNATURE PAGE TO NOTE]


 




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FORM OF ELECTION TO CONVERT


 


The undersigned, the holder of the attached
Note, hereby irrevocably elects to exercise their right to convert $_____________ of the Note into shares of common stock of Focus
Universal Inc. and requests that the certificates for such securities be issued in the name of, and delivered to, __________________________________________,
whose address is _____________________________________________________________________________.


 


 


 


	Dated: __________________________	SIGNATURE:
	 	 
	 	 
	 	__________
	 	(Signature must conform in all respects to name of Noteholder as specified in the Note)
	 	 
	 	 
	 	__________________________
	 	(Insert Social Security or Federal Tax I.D. Number of Noteholder)
	 	 
	 	IF NOTE IS HELD JOINTLY, BOTH PARTIES MUST SIGN:
	 	 
	 	 
	 	___________________________
	 	(Signature must conform in all respects to name of Noteholder as specified in the Note)
	 	 
	 	 
	 	_____________________________
	 	(Insert Social Security or Federal Tax I.D. Number of Joint Noteholder)