Exhibit 10.9


 





NEITHER THIS NOTE NOR THE SECURITIES INTO
WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY
STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY
BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT AND SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.


 


CONVERTIBLE PROMISSORY NOTE


	Principal Amount: $25,000.00	Issue Date: April 30, 2020
	 	Maturity Date: January 30, 2020


 


For good and valuable consideration, Digital Development Partners,
Inc., a Nevada Corporation (“Maker”), hereby makes and delivers this Promissory Note (this “Note”) in favor
of GPL Ventures, LLC, or its assigns (“Holder”), and hereby agrees as follows:


 


ARTICLE I.


PRINCIPAL AND INTEREST


 


Section 1.1 For value received, Maker promises
to pay to Holder at such place as Holder or its assigns may designate in writing, in currently available funds of the United States,
the principal Amount of Twenty Five Thousand Dollars ($25,000.00). Maker’s obligation under this Note shall accrue interest
at the rate of Ten percent (10.0%) per annum from the date hereof until paid in full. Interest shall be computed on the basis of
a 365-day year or 366-day year, as applicable, and actual days lapsed. Accrual of interest shall commence on the first business
day to occur after the Issue Date and continue until payment in full of the Principal Amount has been made or duly provided for.


 


Section 1.2


 


a. All payments shall
be applied first to interest, then to principal and shall be credited to the Maker's account on the date that such payment is physically
received by the Holder.


 


b. All principal and
accrued interest then outstanding shall be due and payable by the Maker to the Holder on or before January 30, 2020 (the “Maturity
Date”).


 


c. This Note may be paid
in whole or in part at any time and from time to time without premium or penalty.


 


d. 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 Maker and will not impose personal liability upon the holder thereof.’


 


Section 1.3 This Note is issued solely
for value received, paid by Holder to Maker by wire (“Consideration”). The Principal Amount due to Holder shall be
prorated based on the consideration actually paid by Holder to Maker, such that the Maker is only required to repay the amount
of consideration and the Maker is not required to repay any unfunded portion of this Note.


 






     


     


    

 


ARTICLE II.


CONVERSION RIGHTS; CONVERSION PRICE


 


Section 2.1 Conversion. The Holder or its
assigns shall have the right, from time to time, commencing on the date that is 120 days from the date of this Note, to convert
any part of the outstanding interest or Principal Amount of this Note into fully paid and non-assessable shares of Common Stock
of the Maker (the “Notice Shares”) at the Conversion Price determined as provided herein. Promptly after delivery to
Maker of a Notice of Conversion of Convertible Note in the forms attached hereto as Exhibit 1, or any other form provided by the
Holder, properly completed and duly executed by the Holder or its assigns (a “Conversion Notice”), the Maker shall
issue and deliver to or upon the order of the Holder that number of shares of Common Stock for the that portion of this Note to
be converted as shall be determined in accordance herewith.


 


No fraction of a share or scrip representing
a fraction of a share will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share.
The date on which Notice of Conversion is given (the “Conversion Date”) shall be deemed to be the date on which the
Holder faxes, mails or emails the Notice of Conversion duly executed to the Maker. Certificates representing Common Stock upon
conversion will be delivered to the Holder within two (2) trading days from the date the Notice of Conversion is delivered to the
Maker. Delivery of shares upon conversion shall be made to the address specified by the Holder or its assigns in the Notice of
Conversion.


 


Section 2.2. Conversion Price. Upon any
conversion of this Note, the Conversion Price shall be equal to $0.001 (the “Fixed Conversion Price”), and the Conversion
Amount shall be the amount of principal or interest electively converted in the Conversion Notice. The total number of shares due
under any conversion notice (“Notice Shares”) will be equal to the Conversion Amount divided by the Conversion Price.


 


“Trading Price” means, for
any security as of any date, any trading price on the OTC Bulletin Board, or other applicable trading market (the “OTCBB”)
as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to Maker and Holder (i.e. Bloomberg)
or, if the OTCBB is not the principal trading market for such security, the price of such security on the principal securities
exchange or trading market where such security is listed or traded. “Trading Day” shall mean any day on which the Common
Stock is tradable for any period on the OTCBB, or on the principal securities exchange or other securities market on which the
Common Stock is then being traded. The Fixed Conversion Price shall not be subject to adjustment for reverse stock splits.


 






     


     


    

 


Section 2.3. Reorganization, Reclassification,
Merger, Consolidation or Disposition of Assets. In case the Maker shall reorganize its capital, reclassify its capital stock, consolidate
or merge with or into another corporation (where the Maker is not the surviving corporation or where there is a change in or distribution
with respect to the Common Stock of the Maker), or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation
or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other
securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed
to the holders of Common Stock of the Maker, then Holder shall have the right thereafter to receive, upon conversion of this Note,
the number of shares of common stock of the successor or acquiring corporation or of the Maker, if it is the surviving corporation,
and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition
of assets by a holder of the number of shares of Common Stock into which this Note is convertible immediately prior to such event.
In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring
corporation (if other than the Maker) shall expressly observe the due and punctual observance and performance of each and every
covenant and condition of this Note to be performed and observed by the Maker and all the obligations and liabilities hereunder,
subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors
of the Maker) in order to provide for adjustments of the number of shares of common stock into which this Note is convertible which
shall be as nearly equivalent as practicable to the adjustments provided for in this Section 2.3(a). For purposes of this Section
2.3(a), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class
which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to
redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into
or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified
event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 2.3(a)
shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.


 


Section 2.4. Restrictions on Securities.
This Note has been issued by the Maker pursuant to the exemption from registration under the Securities Act of 1933, as amended
(the “Act”). None of this Note or the shares of Common Stock issuable upon conversion of this Note may be offered,
sold or otherwise transferred unless (i) they first shall have been registered under the Act and applicable state securities laws
or (ii) the Maker shall have been furnished with an opinion of legal counsel (in form, substance and scope reasonably acceptable
to Maker) to the effect that such sale or transfer is exempt from the registration requirements of the Act. Each certificate for
shares of Common Stock issuable upon conversion of this Note that have not been so registered and that have not been sold pursuant
to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate:


 


THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES
AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.


 






     


     


    

 


Upon the request of a holder of a certificate
representing any shares of Common Stock issuable upon conversion of this Note, the Maker shall remove the foregoing legend from
the certificate or issue to such Holder a new certificate free of any transfer legend, if (a) with such request, the Maker shall
have received an opinion of counsel, reasonably satisfactory to the Maker in form, substance and scope, to the effect that any
such legend may be removed from such certificate or (b) a registration statement under the Act covering such securities is in effect.


 


Section 2.5. Reservation of Common Stock.


 


(a) The Maker covenants that during the
period the Note is outstanding, it will reserve from its authorized and unissued Common Stock that number of shares stated in that
certain share reservation letter agreement of even date herewith among the Maker, the Holder and TranShare Corporation, to provide
for the issuance of Common Stock of the Maker upon the Conversion of the Note. The Maker further covenants that its issuance of
this Note shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute
and issue the necessary certificates for shares of Common Stock of the Maker issuable upon the conversion of this Note. The Maker
will take all such reasonable action as may be necessary to assure that such shares of Common Stock may be issued as provided herein
without violation of any applicable law or regulation, or of any requirements of the OTC Bulletin Board (or such other principal
market upon which the Common Stock of the Maker may be listed or quoted).


 


(b) The Maker shall not by any action,
including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Note, but will at all times in good faith assist in the carrying out of all such terms and in the taking
of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the
generality of the foregoing, the Maker will (a) not increase the par value of any shares of Common Stock issuable upon the conversion
of this Note above the amount payable therefor upon such conversion immediately prior to such increase in par value, (b) take all
such action as may be necessary or appropriate in order that the Maker may validly and legally issue fully paid and nonassessable
shares of Common Stock upon the conversion of this Note, and (c) use its best efforts to obtain all such authorizations, exemptions
or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Maker to perform its
obligations under this Note.


 


(c) Upon the request of Holder, the Maker
will at any time during the period this Note is outstanding acknowledge in writing, in form reasonably satisfactory to Holder,
the continuing validity of this Note and the obligations of the Maker hereunder.


 


(d) Before taking any action which would
cause an adjustment reducing the current Conversion Price below the then par value, if any, of the shares of Common Stock issuable
upon conversion of the Notes, the Maker shall take any corporate action which may be necessary in order that the Maker may validly
and legally issue fully paid and non-assessable shares of such Common Stock at such adjusted Conversion Price.


 






     


     


    

 


(e) Before taking any action which would
result in an adjustment in the number of shares of Common Stock into which this Note is convertible or in the Conversion Price,
the Maker shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.


 


(f) If at any time the Maker does not have
a sufficient number of authorized and available shares of Common Stock for issuance upon conversion of the Note, then the Maker
shall call and hold a special meeting of its stockholders within forty-five (45) days of that time for the sole purpose of increasing
the number of authorized shares of Common Stock.


 


Section 2.6. Maximum Conversion.


 


The Holder shall not be entitled to convert
on a Conversion Date that amount of the Notes in connection with that number of shares of Common Stock which would be in excess
of the Amount of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on Conversation Date,
and (ii) the number of shares of Common Stock issuable upon the conversion of the Notes with respect to which the determination
of this provision is being made on a Conversion Date, which would result in beneficial ownership by the Holder and its Affiliates
of more than 9.99% of the outstanding shares of Common Stock of the Company on such Conversion Date. For the purposes of the provision
to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.


 


ARTICLE III.


REPRESENTATIONS AND WARRANTIES


 


Section 3.1. The Holder represents and
warrants to the Maker:


 


(a) The Holder of this Note, by acceptance
hereof, agrees that this Note is being acquired for investment and that such Holder will not offer, sell or otherwise dispose of
this Note or the Common Stock issuable upon conversion hereof except under circumstances that will not result in a violation of
the Act or any applicable state securities laws or similar laws relating to the sale of securities;


 


(b) That Holder understands that none of
this Note or the Common Stock issuable upon conversion hereof have been registered under the Securities Act of 1933, as amended
(the “Act”), in reliance upon the exemptions from the registration provisions of the Act and any continued reliance
on such exemption is predicated on the representations of the Holder set forth herein;


 


(c) Holder (i) has adequate means of providing
for his current needs and possible contingencies, (ii) has no need for liquidity in this investment, (iii) is able to bear the
substantial economic risks of an investment in this Note for an indefinite period, (iv) at the present time, can afford a complete
loss of such investment, and (v) does not have an overall commitment to investments which are not readily marketable that is disproportionate
to Holder’s net worth, and Holder’s investment in this Note will not cause such overall commitment to become excessive;


 






     


     


    

 


(d) Holder is an “accredited investor”
(as defined in Regulation D promulgated under the Act) and the Holder’s total investment in this Note does not exceed 10%
of the Holder’s net wort; and


 


(e) Holder recognizes that an investment
in the Maker involves significant risks and only investors who can afford the loss of their entire investment should consider investing
in the Maker and this Note.


 


Section 3.2 The Maker represents and warrants
to Holder:


 


(a) Organization and Qualification. The
Maker and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease,
use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Maker
and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction
in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except
where the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect”
means any material adverse effect on the business, operations, assets, financial condition or prospects of the Maker or its Subsidiaries,
if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in
connection herewith. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated,
in which the Maker owns, directly or indirectly, any equity or other ownership interest.


 


(b) Authorization; Enforcement. (i) The
Maker has all requisite corporate power and authority to enter into and perform this Note and to consummate the transactions contemplated
hereby and thereby and to issue the Common Stock, in accordance with the terms hereof, (ii) the execution and delivery of this
Note by the Maker and the consummation by it of the transactions contemplated hereby and thereby (including without limitation,
the issuance of the Note and the issuance and reservation for issuance of the Common Stock issuable upon conversion or exercise
hereof) have been duly authorized by the Maker’s Board of Directors and no further consent or authorization of the Maker,
its Board of Directors, or its shareholders is required, (iii) this Note has been duly executed and delivered by the Maker by its
authorized representative, and such authorized representative is the true and official representative with authority to sign this
Note and the other documents executed in connection herewith and bind the Maker accordingly, and (iv) this Note constitutes, a
legal, valid and binding obligation of the Maker enforceable against the Maker in accordance with its terms.


 


(c) Issuance of Shares. The Notice Shares
are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be
validly issued, fully paid and non-assessable, and 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 Maker and will not impose
personal liability upon the holder thereof.


 


(d) Acknowledgment of Dilution. The Maker
understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Notice Shares upon conversion
of this Note. The Maker further acknowledges that its obligation to issue Notice Shares upon conversion of this Note is absolute
and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders
of the Maker.


 






     


     


    

 


(e) Acknowledgement of Current Financial
Statements. The Maker acknowledges that during the existence of this Note, it will not be late or delinquent in filing its financial
statements with the requisite reporting bodies.


 


(f) Regulation A Offering. The Maker represents
and warrants that, as soon as is practicable, it will file with the SEC, and pursue with all reasonable diligence the qualification
of, an Offering Statement on Form 1-A pursuant to Regulation A under the 1933 Act (the “2020 Reg A Offering”). In addition,
the Maker represents and warrants that it will pursue with all reasonable diligence the qualification of the 2020 Reg A Offering
in the State of New York.


 


ARTICLE IV.


EVENTS OF DEFAULT


 


Section 4.1. Default. The following events
shall be defaults under this Note: (“Events of Default”):


 


(a) default in the due and punctual payment
of all or any part of any payment of interest or the Principal Amount as and when such amount or such part thereof shall become
due and payable hereunder; or


 


(b) failure on the part of the Maker duly
to observe or perform in all material respects any of the covenants or agreements on the part of the Maker contained herein (other
than those covered by clause (a) above) for a period of 5 business days after the date on which written notice specifying such
failure, stating that such notice is a “Notice of Default” hereunder and demanding that the Maker remedy the same,
shall have been given by the Holder by registered or certified mail, return receipt requested, to the Maker; or


 


(c) any representation, warranty or statement
of fact made by the Maker herein when made or deemed to have been made, false or misleading in any material respect; provided,
however, that such failure shall not result in an Event of Default to the extent it is corrected by the Maker within a period of
5 business days after the date on which written notice specifying such failure, stating that such notice is a “Notice of
Default” hereunder and demanding that the Maker remedy same, shall have been given by the Holder by registered or certified
mail, return receipt requested; or


 


(d) any of the following actions by the
Maker pursuant to or within the meaning title 11, U.S. Code or any similar federal or state law for the relief of debtors (collectively,
the “Bankruptcy Law”): (A) commencement of a voluntary case or proceeding, (B) consent to the entry of an order for
relief against it in an involuntary case or proceeding, (C) consents to the appointment of a receiver, trustee, assignee, liquidator
or similar official under any Bankruptcy Law (each, a “Custodian”), of it or for all or substantially all of its property,
(D) a general assignment for the benefit of its creditors, or (E) admission in writing its inability to pay its debts as the same
become due; or


 






     


     


    

 


(e) entry by a court of competent jurisdiction
of an order or decree under any Bankruptcy Law that: (A) is for relief against the Maker in an involuntary case, (B) appoints a
Custodian of the Maker or for all or substantially all of the property of the Maker, or (C) orders the liquidation of the Maker,
and such order or decree remains unstayed and in effect for 60 days.


 


Section 4.2. Remedies Upon Default. Upon
the occurrence of an event of default by Maker under this Note or at any time before default when the Holder reasonably feels insecure,
then, in addition to all other rights and remedies at law or in equity, Holder may exercise any one or more of the following rights
and remedies:


 


a. Accelerate the time
for payment of all amounts payable under this Note by written notice thereof to Maker, whereupon all such amounts shall be immediately
due and payable.


 


b. Pursue any other
rights or remedies available to Holder at law or in equity.


 


c. The Holder shall
receive Liquidated Damages of $500 per day per Event of Default the Maker is in Default pursuant to this Note.


 


Section 4.3. Payment of Costs. The Maker
shall reimburse the Holder, on demand, for any and all reasonable costs and expenses, including reasonable attorneys’ fees
and disbursement and court costs, incurred by the Holder in collecting or otherwise enforcing this Note or in attempting to collect
or enforce this Note.


 


Section 4.4. Powers and Remedies Cumulative;
Delay or Omission Not Waiver of Default. No right or remedy herein conferred upon or reserved to the Holder is intended to be exclusive
of any other right or remedy available to Holder under applicable law, and every such right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy. No delay or omission of the Holder to exercise any right or power
accruing upon any Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be
a waiver of any such Default or an acquiescence therein; and every power and remedy given by this Note or by law may be exercised
from time to time, and as often as shall be deemed expedient, by the Holder.


 


Section 4.5. Waiver of Past Defaults. The
Holder may waive any past default or Event of Default hereunder and its consequences but no such waiver shall extend to any subsequent
or other default or Event of Default or impair any right consequent thereon.


 


Section 4.6. Waiver of Presentment etc.
The Maker hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery,
acceptance, performance and enforcement of this Note, except as specifically provided herein.


 




     


     


    

 


ARTICLE V.


MISCELLANEOUS


 


Section 5.1. Notices. Any notice herein
required or permitted to be given shall be in writing and may be personally served or delivered by courier or sent by United States
mail and shall be deemed to have been given upon receipt if personally served (which shall include telephone line facsimile transmission)
or sent by courier or three (3) days after being deposited in the United States mail, certified, with postage pre-paid and properly
addressed, if sent by mail. For the purposes hereof, the address of the Holder shall be 601 Monmouth Ave, Spring Lake, NJ 07762;
and the address of the Maker shall be 3505 Yucca Drive, Suite 106, Flower Mound, Texas 75028. Both the Holder or its assigns and
the Maker may change the address for service by delivery of written notice to the other as herein provided.


 


Section 5.2. Amendment. This Note and any
provision hereof may be amended only by an instrument in writing signed by the Maker and the Holder.


 


Section 5.3. Assignability. This Note shall
be binding upon the Maker and its successors and assigns and shall inure to be the benefit of the Holder and its successors and
assigns; provided, however, that so long as no Event of Default has occurred, this Note shall only be transferable in whole subject
to the restrictions contained in the restrictive legend on the first page of this Note.


 


Section 5.4. Governing Law. This Note shall
be governed by the internal laws of the State of New York, without regard to conflicts of laws principles.


 


Section 5.5. Replacement of Note. The Maker
covenants that upon receipt by the Maker of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation
of this Note, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which shall not
include the posting of any bond), and upon surrender and cancellation of such Note, if mutilated, the Maker will make and deliver
a new Note of like tenor.


 


Section 5.6. This Note shall not entitle
the Holder to any of the rights of a stockholder of the Maker, including without limitation, the right to vote, to receive dividends
and other distributions, or to receive any notice of, or to attend, meetings of stockholder or any other proceedings of the Maker,
unless and to the extent converted into shares of Common Stock in accordance with the terms hereof.


 


Section 5.7. Low-Priced Security. The Conversion
Price is subject to Low-Priced Security adjustments due but not limited to the increased volatility, potential lack of liquidity,
and increased transaction costs if the Trading Price of the Maker’s common stock is below certain levels, in addition to
other Conditions. If the Trading Price at any point during the 20 Trading Days prior to Conversion is below $0.001, then the Conversion
Price shall be equal to $0.0001. The Low-Priced Security Adjustment is in addition to any other adjustments or Conditions specified
within this Note.


 


Section 5.8. Severability. In case any
provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable,
such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and
the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.


 






     


     


    

 


Section 5.9. Headings. The headings of
the sections of this Note are inserted for convenience only and do not affect the meaning of such section.


 


Section 5.10. Counterparts. This Note may
be executed in multiple counterparts, each of which shall be an original, but all of which shall be deemed to constitute one instrument.


 


Section 5.11. Right of First Refusal. For
purposes of this Section 5.11, the term “Future Offering” shall mean any equity financing and any debt financing with
an equity component.


 


Unless it shall have first delivered to
the Holder, at least seventy two (72) hours prior to the closing of a proposed Future Offering, written notice describing the proposed
Future Offering, including the terms and conditions thereof and proposed definitive documentation to be entered into in connection
therewith, and providing the Holder an option during the seventy two (72) hour period following delivery of such notice to purchase
the securities being offered in the proposed Future Offering on the same terms as contemplated by such proposed Future Offering
(the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right of First
Refusal”) (and subject to the exceptions described below), the Maker will not consummate proposed Future Offerings during
the period beginning on the date of this Note and ending two (2) years following such date. In the event the terms and conditions
of a proposed Future Offering are amended in any respect after delivery of the notice to the Holder concerning the proposed Future
Offering, the Maker shall deliver a new notice to the Holder describing the amended terms and conditions of the proposed Future
Offering and the Holder thereafter shall have an option during the seventy two (72) hour period following delivery of such new
notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future
Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future
Offering.


 


The Right of First Refusal shall not apply
to any transaction involving (i) issuances of equity securities or debt securities, including debt securities that include a common
stock component, provided that any such common stock shall not be valued at a price of less than $.02 per share, not to exceed
a total of $75,000 prior to the date of filing of the 2020 Reg A Offering,(ii) issuances of securities in a firm commitment underwritten
public offering, (iii) issuances of securities in an offering pursuant to Regulation A under the 1933 Act or (iv) issuances of
securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership
or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition
of a business, product or license by the Maker.


 


The Right of First Refusal also shall not
apply to the issuance of securities upon exercise or conversion of the Maker’s options, warrants or other convertible securities
outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities,
under any Maker stock option or restricted stock plan approved by the shareholders of the Maker.


 




     


     


    




 


IN WITNESS WHEREOF, with the intent to
be legally bound hereby, the Maker as executed this Note as of the date first written above.


 


Digital Development Partners, Inc.


 


/s FABIAN G. DENEAULT


By: Fabian G. Deneault


Its: President


 


Acknowledged and Agreed:


 


GPL Ventures, LLC.


 


/s/ ALEXANDER DILLON


By: Alexander Dillon


Its: Partner