Exhibit 10.2


 


NEITHER
THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES FILED PURSUANT
TO THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.
NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.


 


	Principal
    Amount: up to $500,000	 	Issue
    Date: August 2, 2020


 


CONVERTIBLE
PROMISSORY NOTE




 


FOR
VALUE RECEIVED, NEVLY HOLDINGS CORP., a Delaware corporation (hereinafter called the “Borrower”), hereby
promises to pay to the order of BRIDGEWAY NATIONAL CORP., a Delaware corporation, or its registered assigns (the “Holder”),
the principal sum of $200,000 (the “Principal Amount”), together with interest at the rate of nine percent (9%) per
annum on the aggregate unconverted and then outstanding Principal Amount of this Note, at maturity or upon acceleration or otherwise,
as set forth herein (this “Note”). This Note is being issued pursuant to that certain Promissory Note Purchase Agreement
(the “Note Purchase Agreement”) entered into on August 2, 2020 (the “Issue Date”). The cash consideration
to the Borrower for this Note is initially $200,000 (the “Initial Tranche Amount”), which amount shall be funded within
ten (10) business days of the Issue Date (the “Initial Tranche Funding Date”) and each successive tranche (each a
“Tranche Funding Date”) shall be funded by the Purchaser within five (5) business days of receiving written request
from the Corporation provided that each subsequent request shall be in an amount equal to or greater than $100,000 for a total amount
of up to $500,000. The cash consideration shall be funded in United States currency. The maturity date of this Note shall be on that
day that is twelve (12) months after the Issue Date (the “Maturity Date”), and is the date upon which the Principal
Amount, as well as all accrued and unpaid interest and other fees, shall be due and payable. This Note may not be repaid in whole or
in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note, which is not paid by the Maturity
Date, shall bear interest at the rate of the lesser of (i) twenty-four percent (24%) per annum or (ii) the maximum amount allowed by
law, from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the
date that this Note is issued and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments
due hereunder (to the extent not converted into the Borrower’s common stock, par value $0.01 per share (the “Common Stock”)
in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such
address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever
any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due
on the next succeeding day which is a business day and, in the case of any interest payment date which is not the date on which this
Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of
interest due on such date. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday
or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed.


 






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This
Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive
rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the Holder thereof.


 


The
following additional terms shall also apply to this Note:


 


ARTICLE
I. CONVERSION RIGHTS


 


1.1       Conversion
Right. The Holder shall have the right at any time on or after the date that is the nine month anniversary of the Issue Date, to
convert all or any part of the outstanding and unpaid Principal Amount and accrued and unpaid interest of this Note, and any other amounts
owed under this Note, into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any
shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at
the Conversion Price determined as provided herein (a “Conversion”). The number of shares of Common Stock to be issued
upon each Conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the Conversion Price then
in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of
Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.3 below; provided that the Notice
of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the
Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion
Amount” means, with respect to any conversion of this Note, the sum of (1) the Principal Amount of this Note to be converted
in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such Principal Amount at the interest
rates provided in this Note to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred
to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant
to Sections 1.2, 1.3(g), 4.11, 4.12 and/or 4.13 and/or Article III hereof.


 


1.2       Conversion
Price.


 


(a)       Calculation
of Conversion Price. The “Conversion Price” per share shall be an amount equal to $25.00 per share. If, at any
time when this Note is issued and outstanding, the Borrower issues or sells, or is deemed to have issued or sold (in the sole determination
of the Holder), any shares of Common Stock for a consideration per share less than the Conversion Price in effect on the date of such
issuance (or deemed issuance) of such shares of Common Stock (a “Dilutive Issuance”), then the Holder shall have the
right, in Holder’s sole discretion on each conversion after such Dilutive Issuance, to utilize the price per share of the Dilutive
Issuance as the Conversion Price for such conversion.


 


(b)       Authorized
Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized
and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon
the full conversion of this Note.


 


1.3       Method
of Conversion.


 


(a)       Mechanics
of Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time on or after
on or after the date that is the nine month anniversary of the Issue Date, (A) by submitting to the Borrower a Notice of Conversion (by
facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York
time) and (B) subject to Section 1.3(b), surrendering this Note at the principal office of the Borrower.


 






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(b)       Surrender
of Note Upon Conversion. The Holder and the Borrower shall maintain records showing the updated current unpaid and unconverted Principal
Amount of the Note. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms
hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid Principal Amount
of this Note is so converted. The Holder and the Borrower shall maintain records showing the Principal Amount so converted and the dates
of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical
surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Borrower shall, prima
facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note
is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Borrower,
whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder
(upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid Principal
Amount of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions
of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted Principal Amount of this Note represented
by this Note may be less than the amount stated on the face hereof.


 


(c)       Payment
of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue
and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder
(or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless
and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s
account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the
satisfaction of the Borrower that such tax has been paid.


 


(d)       Delivery
of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable
means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.3, the
Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock
issuable upon such conversion within one (1) business day after such receipt (the “Deadline”) (and, solely in the
case of conversion of the entire unpaid Principal Amount hereof, surrender of this Note) in accordance with the terms hereof.


 


(e)       Obligation
of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the
holder of record of the Common Stock issuable upon such conversion, the outstanding Principal Amount and the amount of accrued and unpaid
interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article
I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the
Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice
of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute
and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to
any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the
enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination,
or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might
otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the
Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower before 6:00 p.m., New
York, New York time, on such date.


 






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(f)       Failure
to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including
actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note
is not delivered by the Deadline the Borrower shall pay to the Holder $500 per day in cash, for each day beyond the Deadline that the
Borrower fails to deliver such Common Stock (unless such failure results from war, acts of terrorism, an epidemic, or natural disaster)
(“Conversion Default Payments”). Such cash amount shall be paid to Holder in cash by the fifth day of the month following
the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following
the month in which it has accrued), shall be added to the Principal Amount of this Note on the fifth day of the month following the month
in which it has accrued, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional Principal
Amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert
is a valuable right to the Holder. The damages resulting from a failure of, attempt to frustrate or interference with such conversion
right are difficult if not impossible to qualify. Accordingly the parties acknowledge that the liquidated damages provision contained
in this Section 1.3(g) are justified.


 


1.4       Concerning
the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such shares
are sold pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”),
or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance
and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be
sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144
under the Securities Act (or a successor rule) (“Rule 144”) or (iv) such shares are transferred to an “affiliate”
(as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section
1.4 and who is an “accredited investor” (as defined in Rule 501(a) of the Securities Act). Except as otherwise provided
(and subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable upon conversion of this
Note have been registered under the Securities Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number
of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion
of this Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective
registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as
appropriate:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF COUNSEL IN A CUSTOMARY
FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.”


 






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The
legend set forth above shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend
if (i) the Borrower or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions
of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made without registration
under the Securities Act, which opinion shall be accepted by the Borrower so that the sale or transfer is effected or (ii) in the case
of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration
statement filed under the Securities Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities
as of a particular date that can then be immediately sold. In the event that the Borrower does not accept the opinion of counsel provided
by the Holder with respect to the transfer of Securities (as defined in the Note Purchase Agreement) pursuant to an exemption from registration,
such as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of this Note.


 


1.5       Status
as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby shall be deemed converted into
shares of Common Stock and (ii) the Holder’s rights as a Holder of such converted portion of this Note shall cease and terminate,
excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available
at law or in equity to such Holder because of a failure by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing,
if a Holder has not received certificates or transmission of such shares pursuant to Section 1.3(f) for all shares of Common Stock
prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion of any portion of this Note
for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Borrower)
the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and the Borrower shall,
as soon as practicable, return such unconverted Note to the Holder or, if this Note has not been surrendered, adjust its records to reflect
that such portion of this Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies (including,
without limitation, (i) the right to receive Conversion Default Payments pursuant to Section 1.3(g) to the extent required thereby
for such conversion default and any subsequent conversion default and (ii) the right to have the Conversion Price with respect to subsequent
conversions determined in accordance with Section 1.2) for the Borrower’s failure to convert this Note.


 


ARTICLE
II. CERTAIN COVENANTS


 


2.1       Distributions
on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s
written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other
securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common
Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock
except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s disinterested
directors.


 


2.2       Restriction
on Stock Repurchases. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s
written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise)
in any one transaction or series of related transactions any shares of capital stock of the Borrower or any warrants, rights or options
to purchase or acquire any such shares.


 


2.3       Repayment
from Proceeds. While any portion of this Note is outstanding, if the Borrower receives gross cash proceeds in a financing transaction(s)
from any source or series of related or unrelated sources, in an aggregate amount of at least $5,000,000, including but not limited to,
the issuance of equity or debt securities by the Borrower, the exercise of outstanding warrants of the Borrower, the issuance of securities
pursuant to an equity line of credit of the Borrower or the sale of assets other than in the ordinary course of business, the Borrower
shall, within one (1) business day of Borrower’s receipt of such proceeds, inform the Holder of such receipt, following which the
Holder shall have the right in its sole discretion to require the Borrower to immediately apply such proceeds to repay all or any portion
of the outstanding amounts owed under this Note. Failure of the Borrower to comply with this provision shall constitute an Event of Default.
Such required repayment shall be subject to the terms of Section 4.15 herein.


 






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ARTICLE
III. EVENTS OF DEFAULT


 


The
occurrence of any of the following events of default shall each be an “Event of Default”, with no right to notice
or right to cure except as specifically stated:


 


3.1       Failure
to Pay Principal or Interest. The Borrower fails to pay the Principal Amount hereof or interest thereon when due on this Note, whether
at the Maturity Date, upon acceleration, or otherwise.


 


3.2       Conversion
and the Shares. The Borrower fails to reserve a sufficient amount of shares of Common Stock as required under the terms of this Note
(including without limitation, Sections 1.2 and 1.3 of this Note), fails to issue shares of Common Stock to the Holder
(or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights
of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically
or in certificated form) shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when
required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent
in transferring (or issuing) (electronically or in certificated form) shares of Common Stock to be issued to the Holder upon conversion
of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove
or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions
in respect thereof) on any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when
required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described
in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations
shall not be rescinded in writing) for two (2) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation
of the Borrower to remain current in its obligations to its transfer agent. It shall be an Event of Default of this Note, if a conversion
of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the
Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall
be paid by the Borrower to the Holder within five (5) business days, either in cash or as an addition to the balance of this Note, and
such choice of payment method is at the discretion of the Borrower.


 


3.3       Breach
of Covenants. The Borrower breaches any covenant or other term or condition contained in this Note or in any other document entered
into between the Holder and Borrower, and such breach continues for a period of three (3) days after written notice thereof to the Borrower
from the Holder or after five (5) days after the Borrower should have been aware of the breach.


 


3.4       Breach
of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate
given in writing pursuant hereto or in connection herewith, shall be false or misleading in any material respect when made and the breach
of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note.


 


3.5       Receiver
or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or
consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver
or trustee shall otherwise be appointed.


 






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3.6       Judgments.
Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of
its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of ten (10) days unless
otherwise consented to by the Holder, which consent will not be unreasonably withheld.


 


3.7       Bankruptcy.
Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any
bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.


 


3.8       Liquidation.
The Borrower commences any dissolution, liquidation or winding up of Borrower or any substantial portion of its business.


 


3.9       Cessation
of Operations. The Borrower ceases operations or Borrower admits it is otherwise generally unable to pay its debts as such debts
become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall
not be an admission that the Borrower cannot pay its debts as they become due.


 


UPON
THE OCCURRENCE OF ANY EVENT OF DEFAULT SPECIFIED HEREIN, THIS NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND THE BORROWER SHALL PAY
TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER ALL PRINICPAL AMOUNTS TOGETHER WITH ALL ACCRUED BUT UNPAID INTEREST.


 


ARTICLE
IV. MISCELLANEOUS


 


4.1       Failure
or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive
of, any rights or remedies otherwise available.


 


4.2       Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt
requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery,
telegram, facsimile, or electronic mail addressed as set forth below or to such other address as such party shall have specified most
recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a)
upon hand delivery, upon electronic mail delivery or upon delivery by facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such
notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier
service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses
for such communications shall be:


 






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If
to the Borrower, to: 


Nevly
Holdings Corp.


2253
Valdina Street, Suite 175


Dallas,
Texas 75207

Attention: Chief Financial Officer


 


If
to the Holder:


Bridgeway
National Corp.


1015
15th Street NW Suite 1030


Washington,
DC 20005

Attention: Eric Blue, CEO


E-mail:
eric.blue@bridgewaynational.com


Phone:
202-827-3838


  


4.3       Amendments.
This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note”
and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended
or supplemented, then as so amended or supplemented.


 


4.4       Assignability.
This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its successors
and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Borrower hereunder may not
be assigned, by operation of law or otherwise, in whole or in part, by the Borrower without the prior signed written consent of the Holder,
which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void if the Borrower
does not obtain the prior signed written consent of the Holder). This Note or any of the severable rights and obligations inuring to
the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without the need
to obtain the Borrower’s consent thereto. Each transferee of this Note must be an “accredited investor” (as defined
in Rule 501(a) of the Securities Act). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral
in connection with a bona fide margin account or other lending arrangement.


 


4.5       Cost
of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including
reasonable attorneys’ fees.


 


4.6       Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof.


 


4.7       Exclusive
Jurisdiction. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions
contemplated by this Note (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees
or agents) shall only be commenced in the state and federal courts sitting in New York, New York (the “New York Courts”).
Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement
of the Note), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address
in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted
by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right
to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby.


 






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4.8       JURY
TRIAL WAIVER. THE BORROWER AND THE HOLDER HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER
OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS NOTE.


 


4.9       Certain
Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding Principal Amount (or
the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower
and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine
and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder
in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion
of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that
such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment
without the opportunity to convert this Note into shares of Common Stock.


 


4.10       Remedies.
The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the
intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach
of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the
provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition
to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to
enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security
being required.


 


4.11       Usury.
If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the
applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable
law. The Borrower covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the
Borrower from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or
at any time hereafter in force, or which may affect the covenants or the performance of this Note, and the Borrower (to the extent it
may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of
every such as though no such law has been enacted.


 


4.12       Repayment.
Notwithstanding anything to the contrary contained in this Note, the Borrower may repay all amounts outstanding under this Note, during
the 30 calendar day period after the Issue Date, by making one payment to the Holder of an amount in cash equal to 105% multiplied by
all amounts owed under the Note. Notwithstanding anything to the contrary contained in this Note, the Borrower may repay all amounts
outstanding under this Note, during the 31st through 60th calendar day period after the Issue Date, by making one payment to the Holder
of an amount in cash equal to 110% multiplied by all amounts owed under the Note. Notwithstanding anything to the contrary contained
in this Note, the Borrower may repay all amounts outstanding under this Note, after the 60th calendar day after the Issue Date by making
one payment to the Holder of an amount in cash equal to 115% multiplied by all amounts owed under the Note. Subject to the limitations
set forth in this Section 4.15, the Borrower shall provide notice to the Holder seven (7) business days prior to such respective
repayment date, and the Holder must receive such repayment within nine (9) business days of the Holder’s receipt of the respective
repayment notice, but not sooner than seven (7) business days from the date of notice (the “Repayment Period”). The
Holder may convert the Note in whole or in part at any time during the Repayment Period, subject to the terms and conditions of this
Note.


  


**
signature page to follow **


  




    	9



     


    

 


IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer on the Issue Date.


 


	Nevly
    Holdings Corp.	 
	 	 	 
	By:
    	 	 
	Name:	Daniel
    Ghebrihiwet	 
	Title:	Authorized
    Signatory	 


   


Signature
Page to Convertible Promissory Note


 




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EXHIBIT
A - NOTICE OF CONVERSION


 


The
undersigned hereby elects to convert $ _____________ principal amount of the Note (defined below) into that number of shares of
Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of Nevly Holdings
Corp., a Delaware corporation (the “Borrower”), according to the conditions of the replacement convertible promissory
note of the Borrower dated as of August 2 2021 (the “Note”), as of the date written below. No fee will be charged to the
Holder for any conversion, except for transfer taxes, if any.


 


Box
Checked as to applicable instructions:


 


	 	[  ]	The
    Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned
    or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).
	 	 	 
	 	 	Name
    of DTC Prime 
	 	 	Broker:
    Account Number:
	 	 	 
	 	[  ]	The
    undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth
    below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or,
    if additional space is necessary, on an attachment hereto:
	 	 	 
	 	 	Bridgeway
    National Corp. 
	 	 	1015
    15th Street NW, Suite 1030
	 	 	Washington,
    DC 20005 
	 	 	Email:
    eric.blue@bridgewaynational.com
	 	 	Phone:
    202-827-3838
	 	 	Attention:
    Eric Blue, CEO & Chief Investment Officer



  


	 	Date
    of Conversion:	 	                
	 	Applicable
    Conversion Price:	 	$              
	 	Number
    of Shares of Common Stock to be 

Issued Pursuant to Conversion of this Note:	 	

                                                          

                                                                         

	 	Amount
    of Principal Balance Due 

remaining Under this Note after this conversion:	 	

                                                          

                                                         

                                                                         



  


 


	 	NEVLY HOLDINGS CORP.	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	Date:
     	 	 


 




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