Exhibit 4.13


 





NEITHER THIS NOTE NOR THE
SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 


EVIO,
INC.


 


SECURED CONVERTIBLE NOTE


 


	Original Issuance Date: July 2, 2018	Principal Amount:	$825,930.30
	Issuance Date: July 1, 2019	 	 
	Note No. EVIO-GEMINI-JULY2019	 	 


 


FOR
VALUE RECEIVED, EVIO, Inc., a Colorado corporation (the “Company”), hereby promises to pay to the order
of Gemini Special Opportunities Fund, LP, or registered assigns (the “Holder”) the amount set out above
as the Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”)
when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance
with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest
Rate from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable,
upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).


 


The Principal
Amount is $825,930.30 (eight hundred twenty-five thousand nine- hundred and thirty dollars and 30 cents). For purposes hereof,
the term “Outstanding Balance” means the Principal Amount, as reduced or increased, as the case may be, pursuant to
the terms hereof for conversion, breach hereof or otherwise, plus any accrued but unpaid interest, collection and enforcements
costs, and any other fees or charges incurred under this Note.


 


(1) GENERAL
TERMS


 


(a)
Payment of Principal. The “Maturity Date” shall be September 30, 2019.


 


(b) Interest.
Interest shall accrue at an annual rate of eight percent (8%) (“Interest Rate”) on the Principal Amount
and shall be paid on the Maturity Date (or sooner as provided herein) to the Holder or its assignee in whose name this Note
is registered on the records of the Company regarding registration and transfers of Notes in cash or converted into Common
Stock at the Conversion Price.


 




    	 



     


    

 


EVIO Secured Convertible Note June 2019


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(c)
Security. This Note shall be secured by the assets of the Company pursuant to that Security Agreement between the
Company and the Holder.


 


(2) EVENTS
OF DEFAULT.


 


(a)
An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason
and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of
any court, or any order, rule or regulation of any administrative or governmental body


 


(i)
The Company’s failure to pay to the Holder any amount of Principal, Interest, or other amounts when and as due under
this Note (including, without limitation, the Company’s failure to pay any redemption payments or amounts hereunder) or any
other Transaction Document;


 


(ii)
A Conversion Failure as defined in section 3(b)(ii);


 


(iii) The
Company or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any subsidiary of
the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the
Company or any subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of
debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter
in effect relating to the Company or any subsidiary of the Company or there is commenced against the Company or any
subsidiary of the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of
sixty-one (61) days; or the Company or any subsidiary of the Company is adjudicated insolvent or bankrupt; or any order of
relief or other order approving any such case or proceeding is entered; or the Company or any subsidiary of the Company
suffers any appointment of any custodian, private or court appointed receiver or the like for it or any substantial part of
its property which continues undischarged or unstayed for a period of sixty one (61) days;
or the Company or any subsidiary of the Company makes a general assignment for the benefit of creditors; or the Company or
any subsidiary of the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its
debts generally as they become due; or the Company or any subsidiary of the Company shall call a meeting of its creditors
with a view to arranging a composition, adjustment or restructuring of its debts; or the Company or any subsidiary of the
Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the
foregoing; or any corporate or other action is taken by the Company or any subsidiary of the Company for the purpose of
effecting any of the foregoing;


 


(iv)
The Company or any subsidiary of the Company shall default in any of its obligations under any other Note or any mortgage,
credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued,
or by which there may be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring
arrangement of the Company or any subsidiary of the Company in an amount exceeding $100,000, whether such indebtedness now exists
or shall hereafter be created;


 




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EVIO Secured Convertible Note June 2019


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(v)
The Common Stock is suspended or delisted for trading on the Over the Counter QB market (the “Primary Market”),
unless the Common Stock is “uplisted” to NASDAQ or other national exchange;


 


(vi)
Intentionally deleted;


 


(vii)
The Company loses its status as “DTC Eligible”;


 


(viii)
The Company shall become late or delinquent in its filing requirements as a fully-reporting issuer registered with the Securities
& Exchange Commission.


 


(b)
Upon the occurrence of the first Event of Default, the Outstanding Balance shall immediately increase to one hundred twenty
(120%) of the Outstanding Balance immediately prior to the occurrence of the Event of Default (the “Default Effect”).
The Default Effect shall automatically apply upon the occurrence of the Event of Default without the need for any party to give
any notice or take any other action.


 


(3)
CONVERSION OF NOTE. This Note shall be convertible into shares of the
Company’s Common Stock, on the terms and conditions set forth in this Section 3.


 


(a)
Conversion Right. At any time or from time to time, the Holder shall be entitled to convert any portion of the outstanding
and unpaid Conversion Amount (as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section
3(c), at the Conversion Price (as defined below). The number of shares of Common Stock issuable upon conversion of any Conversion
Amount pursuant to this Section 3(a) shall be equal to the quotient of dividing the Conversion Amount by the Conversion Price.
The Company shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance
of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole
share. The Company shall pay any and all transfer agent fees, legal fees, costs and any other fees or costs that may be incurred
or charged in connection with the issuance of shares of the Company’s Common Stock to the Holder arising out of or relating
to the conversion of this Note up to a maximum of five thousand dollars ($5,000); this amount does not include legal fees incurred
by Holder.


 


(i)
“Conversion Amount” means the portion of the Original Principal Amount and Interest to be converted,
plus any penalties, redeemed or otherwise with respect to which this determination is being made.


 




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EVIO Secured Convertible Note June 2019


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(ii)
“Conversion Price” shall be sixty-five percent (65%) of the lowest volume weighted average price of the
Company’s Common Stock during the previous twenty (20) trading days, subject to adjustment herein.


 


(b)
Mechanics of Conversion.


 


(i)
Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion
Date”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m.,
New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the
“Conversion Notice”) to the Company. On or before the third Business Day following the date of receipt of a
Conversion Notice (the “Share Delivery Date”), the Company shall (A) if legends are not required to be placed
on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule
144”) and provided that the Transfer Agent is participating in the Depository Trust Company’s (“DTC”)
Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be
entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission
system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver
to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for
the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends
unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this
Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the
Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense,
issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled
to receive the shares of Common Stock issuable upon a conversion of this Note shall
be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion
Notice.


 


(ii)
Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s receipt of
the facsimile or email copy of a Conversion Notice together with documentation satisfactory to the Transfer Agent that the shares
are eligible for such electronic issuance, the Company shall fail to issue and deliver to Holder the number of shares of Common
Stock to which the Holder is entitled upon such holder’s conversion of any Conversion Amount (a “Conversion Failure”),
the Outstanding Amount of the Note shall increase by $2,000 per day until the Company issues and delivers a certificate to the
Holder or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled
upon such holder’s conversion of any Conversion Amount (under Holder’s and Company’s expectation that any damages
will tack back to the Issuance Date). If the Company fails to deliver shares in accordance with the timeframe stated in this Section,
resulting in a Conversion Failure, the Holder, at any time prior to selling all of those shares, may rescind any portion, in whole
or in part, of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to
the Outstanding Balance with the rescinded conversion shares returned to the Company (under Holder’s and Company’s
expectations that any returned conversion amounts will tack back to the original date of the Note).


 




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EVIO Secured Convertible Note June 2019


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Intentionally Deleted.


 


(iii)
DTC Eligibility & Sub-Penny. If the Conversion Price is less than $0.01, the Principal Amount of the Note shall
increase by ten thousand dollars ($10,000) (under Holder’s and Company’s expectation that any Principal Amount increase
will tack back to the Issuance Date). In addition, the Conversion Price shall be redefined to equal 50% of the lowest trade occurring
during the twenty-five (25) consecutive Trading Days immediately preceding the applicable Conversion Date on which the Holder elects
to convert all or part of this Note, subject to adjustment as provided in this Note.


 


(iv)
Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note
in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A)
the full Conversion Amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written
notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this
Note. The Holder and the Company shall maintain records showing the Principal and Interest converted and the dates of such conversions
or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender
of this Note upon conversion.


 


(c)
Limitations on Conversions or Trading.


 


(i)
Beneficial Ownership. If at any time after the Closing, the Buyer shall or would receive shares of Common Stock in
payment of interest or principal under Note, upon conversion of the Note, so that the Buyer would, together with other shares of
Common Stock held by it or its Affiliates, own or beneficially own by virtue of such action or receipt of additional shares of
Common Stock a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date (the “Maximum
Percentage”), the Company shall not be obligated and shall not issue to the Buyer shares of Common Stock which would
exceed the Maximum Percentage, but only until such time as the Maximum Percentage would no longer be exceeded by any such receipt
of shares of Common Stock by the Buyer. Upon delivery of a written notice to the Company, the Buyer may from time to time increase
(with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage
to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum
Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such
increase or decrease will apply only to the Buyer and its Affiliates. The provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 5.13 to the extent necessary to correct this paragraph
(or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained
in this Section 5.13 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation
contained in this paragraph may not be waived and shall apply to a successor holder of the Note.


 




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EVIO Secured Convertible Note June 2019


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(d)
Other Provisions.


 


(i)
Share Reservation. The Company shall at all times reserve and keep available
out of its authorized Common Stock a number of shares equal to at least 2 (two) times the full number of shares of Common Stock
issuable upon conversion of all outstanding amounts under this Note and within 3 (three) Business Days following the receipt by
the Company of a Holder’s notice that such minimum number of Underlying Shares is not so reserved, the Company shall promptly
reserve a sufficient number of shares of Common Stock to comply with such requirement. The Company shall provide irrevocable instructions
to its transfer agent to issue shares to Holder upon submission of a conversion notice.


 


(ii)
Prepayment. At any time following the Issuance Date, the Company shall have the option, upon 10 business days’
notice to Holder, to pre-pay the entire remaining outstanding principal amount of this Note in cash. For the avoidance of doubt
the Holder is expressly allowed to convert the note during the 10 business day period prior to receiving funds from the Company.


 


(iii)
Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Company of any convertible
promissory note at a conversion rate more favorable to the holder of such security or with a term in favor of the holder of such
security that was not similarly provided to the Holder in this Note, then the Company shall notify the Holder of such additional
or more favorable term. In such event, Holder may convert the current outstanding amount due under this Note into an investment
on the same terms offered to the other investor. To the extent such investor simultaneously received a stock purchase warrant (for
no additional consideration), Holder will receive the warrant on the terms issued to the investor. The types of terms contained
in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing
conversion discounts, conversion look-back periods, interest rates, original issue discounts, stock sale price, private placement
price per share, and warrant coverage.


 


(iv)
All calculations under this Section 3 shall be rounded up to the nearest $0.00001 or whole share.


 


(v)
Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section
2 herein for the Company’s failure to deliver certificates representing shares of Common Stock upon conversion within the
period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including,
without limitation, a decree of specific performance and/or injunctive relief, in each case without the need to post a bond or
provide other security. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant
to any other Section hereof or under applicable law.


 


(4)
SECTION 3(A)(10) TRANSACTION. So long as this Note is outstanding, the Company shall not enter into any transaction
or arrangement structured in accordance with, based upon, or related or pursuant to, in whole or in part, Section 3(a)(10) of the
Securities Act (a “3(a)(10) Transaction”). In the event that the Company does enter into, or makes any issuance of
Common Stock related to a 3(a)(10) Transaction while this note is outstanding, a liquidated damages charge of 25% of the outstanding
principal balance of this Note, but not less than $25,000, will be assessed and will become immediately due and payable to the
Holder at its election in the form of cash payment or addition to the balance of this Note.


 




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EVIO Secured Convertible Note June 2019


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(5)
REISSUANCE OF THIS NOTE.


 


(a)
Assignability. The Company may not assign this Note. This Note will be binding upon the Company and its successors
and will inure to the benefit of the Holder and its successors and assigns and may be assigned by the Holder to anyone of its choosing
without Company’s approval.


 


(b)
Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this
Note, the Company shall execute and deliver to the Holder a new Note representing the outstanding Principal.


 


(6)
NOTICES. Any notices, consents, waivers or other communications required or permitted to be given under the terms
shall be handled according to the Notice clause in the Securities Purchase Agreement.


 


The addresses
for such communications shall be:


 


If to the Company, to:


EVIO, Inc.


Attn:WilliamWaldrop
William@eviolabs.com





 


If to the Holder:


Gemini Special Opportunities Fund,
LP


Attn: Steven Winters


1075 Valleyside Lane


Encinitas, CA 92024


Steve@GeminiStrategies.com







 


(7)
APPLICABLE LAW AND VENUE. This Note shall be governed by and construed in accordance with the laws of the State of
California, without giving effect to conflicts of laws thereof. Any action brought by either party against the other concerning
the transactions contemplated by this Agreement shall be brought only in the state courts of California or in the federal courts
located in the city and county of San Diego, in the State of California. Both parties and the individuals signing this Agreement
agree to submit to the jurisdiction of such courts.


 




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EVIO Secured Convertible Note June 2019


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(8)
WAIVER. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to
be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder
to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that
party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in
writing.


 


[Signature Page Follows]


 




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IN WITNESS
WHEREOF, the Company has caused this Convertible Note to be duly executed by a duly authorized officer as of the date set forth
above.


 


	 	
        COMPANY: 

        EVIO, INC.

	 	 
	 	By:	 
	 	Name: 	William Waldrop
	 	Title: 	Chief Executive Officer


 


Note No. EVIO-GEMINI-JULY2019


 




    	 



     


    

 


EXHIBIT A


 


NOTICE OF CONVERSION


 


Attn: William Waldrop


EVIO, Inc.


 


The undersigned hereby elects
to convert a portion of the $825,930.30 Secured Convertible Note (Note No. EVIO-GEMINI-JULY2019) issued to Gemini Special
Opportunities Fund, LP into shares of Common Stock of EVIO, Inc. according to the conditions set forth in such Note as of the date
written below.


 


By accepting this notice of conversion,
you are acknowledging that the number of shares to be delivered represents less than 5% (five percent) of the common stock outstanding.
If the number of shares to be delivered represents more than 4.99% of the common stock outstanding, this conversion notice shall
immediately automatically extinguish and debenture Holder must be immediately notified.


 


	Date of Conversion:	 	 
	Conversion Amount:	 	 
	Conversion Price:	 	 
	Shares to be Delivered:	 	 
	Shares delivered in name of:	 
	Gemini Special Opportunities Fund, LP	 


 


	 	By: 	
	 	Title: