EXHIBIT 10.2


 





NEITHER THE ISSUANCE AND 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 UNDER 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: $2,500	Issue Date: May 18, 2016



 


10% CONVERTIBLE DEBENTURE


 


FOR VALUE
RECEIVED, Apptigo International, Inc., a Nevada corporation (hereinafter called the “Borrower”), hereby
promises to pay to the order of The Vantage Group Ltd. or registered assigns (the “Holder”) the sum of $2,500
together with interest as set forth herein, on November 17, 2016 (the “Maturity Date”), and to pay interest
on the initial principal balance hereof at the rate of ten percent (10%) per annum (the “Interest Rate”), until
the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Debenture may not
be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Debenture
which is not paid when due shall bear interest at the rate of fourteen percent (14%) per annum from the due date thereof until
the same is paid (“Default Interest”). Default Interest shall commence accruing on the date that the Debenture
is fully paid 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 common stock, $.001 par value 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 Debenture.
Whenever any amount expressed to be due by the terms of this Debenture 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 Debenture 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.


 


This Debenture
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.


 






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ARTICLE I. CONVERSION RIGHTS


 


1.1             
Conversion Right. The Holder shall have the right from time to time, and at any time commencing on the Issue Date and ending
on the later of: (i) the Maturity Date and (ii) such later date as this Debenture has been paid in full, each in respect of the
remaining outstanding principal amount of this Debenture to convert all or any part of the outstanding and unpaid principal amount
of this Debenture 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
(collectively, the “Conversion Shares”) at the conversion price (the “Conversion Price”)
determined as provided herein (a “Conversion”). The number of shares of Common Stock to be issued upon each
conversion of this Debenture shall be determined by dividing the Conversion Amount (as defined below) by the applicable 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 1.5 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 Debenture, the sum
of (1) the principal amount of this Debenture 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 Debenture 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 1.4 and
1.5(g) hereof.


 


1.2             
Holder’s Conversion Limitations. The Company shall not effect any conversion of this Debenture, and the Holder shall
not have the right to convert any portion of this Debenture, to the extent that after giving effect to the conversion set forth
on the applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any Persons acting as a group
together with the Holder or any of the Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership
Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned
by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Debenture
with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable
upon (i) conversion of the remaining, unconverted principal amount of this Debenture beneficially owned by the Holder or any of
its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company,
in both cases which are subject to a limitation on conversion or exercise analogous to the limitation contained herein (including,
without limitation, any other Debentures) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the
preceding sentence, for purposes of this Section 1.2, beneficial ownership shall be calculated in accordance with Section 13(d)
of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this
Section 1.2 applies, the determination of whether this Debenture is convertible (in relation to other securities owned by the
Holder together with any Affiliates) and of which principal amount of this Debenture is convertible shall be in the sole discretion
of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether
this Debenture may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal
amount of this Debenture is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with
this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such
Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to
verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above
shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
For purposes of this Section 1.2, in determining the number of outstanding shares of Common Stock, the Holder may rely on the
number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent
periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company,
or (iii) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares
of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally
and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares
of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including
this Debenture, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was
reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Debenture
held by the Holder. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial
Ownership Limitation provisions of this Section 1.2, provided that the Beneficial Ownership Limitation in no event exceeds 9.99%
of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock
upon conversion of this Debenture held by the Holder and the Beneficial Ownership Limitation provisions of this Section 1.2 shall
continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the
Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this Section 1.2 to correct this paragraph (or any portion hereof) which may be defective
or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary
or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor
holder of this Debenture.


 






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1.3             
(a) Conversion Price. The Conversion Price shall equal the Variable Conversion Price (as defined herein) (subject to equitable
adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities
or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions
and similar events and issuances of securities at specified lower prices). The “Variable Conversion Price”
shall mean twenty percent (20%) of the lowest closing price of the Common Stock as quoted by Bloomberg L.P. for the ten (10) Trading
Days immediately preceding the Conversion Date. Upon and after an Event of Default, the “Variable Conversion Price”
shall mean ten percent (10%) of the lowest traded price of the Common Stock as quoted by Bloomberg L.P. for the 15 Trading
Days immediately preceding the Conversion Date (the “Valuation Date”). If the trading price cannot be calculated for
such security on such date in the manner provided above, the trading price shall be the fair market value as mutually determined
by the Borrower and the Holder for which the calculation of the trading price is required in order to determine the Conversion
Price of the Debenture.


 


(b) Adjustments.
It is the intention of the Borrower and Holder that the Holder shall generate net proceeds from the sale of the Conversion
Shares equal to the Share Value, where “Share Value” means the portion of the Debenture being converted divided
by the Variable Conversion Price. The Holder shall have the right to sell the Conversion Shares in the applicable trading market
for the Common Stock or otherwise, at any time in accordance with applicable securities laws. At any time the Holder may elect,
the Holder may deliver to the Borrower a reconciliation statement showing the net proceeds actually received by the Holder from
the sale of the Conversion Shares (the “Sale Reconciliation”). If, as of the date of the delivery by Holder
of the Sale Reconciliation, the Holder has not realized net proceeds from the sale of such Conversion Shares equal to at least
the Share Value, as shown on the Sale Reconciliation, then the amount of such shortfall shall be paid in Conversion Shares to
the Holder within three (3) Business Days of the Borrower’s receipt of the Sale Reconciliation. The number of Conversion
Shares issuable to the Holder would be determined by the dollar amount of the shortfall divided by the Variable Conversion Price
then in effect.


 


1.4              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 Debenture. The Borrower is required at all times to have authorized
and reserved five (5) times the number of shares that is actually issuable upon full conversion of this Debenture (based on
the Conversion Price of this Debenture in effect from time to time)(the “Reserved Amount”). The Reserved
Amount shall be recalculated each month and the Company shall notify the Transfer Agent and the Holder in writing by the
fifth day of the following month of the new Reserved Amount. Notwithstanding the foregoing, in no event shall the Reserved
Amount be lower than the initial Reserved Amount, regardless of any prior conversions. The Borrower represents that upon
issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall
issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into
which the Debentures shall be convertible at the then current Conversion Price, the Borrower shall at the same time make
proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved,
free from preemptive rights, for conversion of the outstanding Debenture. The Borrower (i) acknowledges that it has
irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this
Debenture, and (ii) agrees that its issuance of this Debenture shall constitute full authority to its officers and agents who
are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of
Common Stock in accordance with the terms and conditions of this Debenture.


 


If, at any time
the Borrower does not maintain the Reserved Amount or fails to notify the Holder and the Transfer Agent of the new Reserved Amount,
it will be considered an Event of Default under Section 3.2 of this Debenture.


 






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1.5             
Method of Conversion.


 


(a)   
Mechanics of Conversion. Subject to Section 1.1, this Debenture may be converted by the Holder in whole or in part
at any time from time to time after the Issue Date, by (A) 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 1.5(b), surrendering this Debenture at the principal office of the Borrower.


 


(b)  
Surrender of Debenture Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion
of this Debenture in accordance with the terms hereof, the Holder shall not be required to physically surrender this Debenture
to the Borrower unless the entire unpaid principal amount of this Debenture 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 Debenture 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 Debenture is converted as aforesaid, the
Holder may not transfer this Debenture unless the Holder first physically surrenders this Debenture to the Borrower, whereupon
the Borrower will forthwith issue and deliver upon the order of the Holder a new Debenture 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 Debenture. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of
the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount
of this Debenture represented by this Debenture 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 Debenture 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 1.5, 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 (or, if the Borrower issues and maintains shares in uncertificated form, comparable notice of
share ownership) issuable upon such conversion within three (3) Business Days after such receipt (the “Deadline”)
(and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Debenture) in accordance
with the terms hereof.


 






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(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 Debenture 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 Debenture 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.


 


(f)   
Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common
Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Borrower (“DTC”) Fast
Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions contained
in Section 1.1 and in this Section 1.5, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit
the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through
its Deposit Withdrawal Agent Commission (“DWAC”) system.


 


(g)   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 Debenture is not delivered by the Deadline, the Borrower shall pay to the Holder, in cash, as
partial liquidated damages and not as a penalty, for each $1,000 of shares of Common Stock issuable upon such conversion
(based on the VWAP of the Common Stock on the date such shares are submitted to the Transfer Agent) delivered, $10 per
trading day (increasing to $20 per Trading Day five Trading Days after such damages have begun to accrue) for each Trading
Day after such shares were to be issued, until such certificate is delivered. Such cash amount shall be paid to Holder 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 Debenture, in which event interest shall accrue thereon in accordance with the terms of this Debenture and such
additional principal amount shall be convertible into Common Stock in accordance with the terms of this Debenture. The
Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to
frustrate, 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 1.5(g) are justified.


 






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1.6              Concerning
the Shares. The shares of Common Stock issuable upon conversion of this Debenture may not be sold or transferred unless
(i) such shares are sold pursuant to an effective registration statement under the 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 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 1.6 and who is an accredited investor. Subject to the removal provisions set forth below, until
such time as the shares of Common Stock issuable upon conversion of this Debenture have been registered under the 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 and without any requirement that current public information concerning Borrower be
available, each certificate for shares of Common Stock issuable upon conversion of this Debenture 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:


 


“NEITHER THE ISSUANCE AND
SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE 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 UNDER
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, IN COMPLIANCE WITH THE PROVISIONS OF THE AGREEMENTS RELATING TO THE SECURITIES
REPRESENTED HEREBY.”


 


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 reasonably satisfactory to
Borrower, 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 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 Debenture, such security is registered for sale by the Holder under an effective registration statement filed under the
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 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 the Debenture.


 






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1.7              Effect of Certain Events.


 


(a)   
Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or
substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions
in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination
of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be treated
pursuant to Section 1.7(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership,
association, trust or other entity or organization.


 


(b)  
Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Debenture is issued and outstanding and
prior to conversion of all of the Debentures, there shall be any merger, consolidation, exchange of shares, recapitalization,
reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the
same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or
in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan
of complete liquidation of the Borrower, then the Holder of this Debenture shall thereafter have the right to receive upon conversion
of this Debenture, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock
immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to
receive in such transaction had this Debenture been converted in full immediately prior to such transaction (without regard to
any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the
rights and interests of the Holder of this Debenture to the end that the provisions hereof (including, without limitation, provisions
for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Debenture) shall thereafter
be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion
hereof. The Borrower shall not affect any transaction described in this Section 1.7(b) unless (a) it first gives, to the extent
reasonably practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice)
of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of,
such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during
which time the Holder shall be entitled to convert this Debenture) and (b) in the case of the consolidation, merger or other business
combination of the Borrower with or into any other Person when the Borrower is not the survivor, the resulting successor or acquiring
entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.7(b). The above provisions shall
similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.


 






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(c)   
Purchase Rights. If, at any time when any Debentures are issued and outstanding, the Borrower issues any convertible
securities or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata
to the record holders of any class of Common Stock, then the Holder of this Debenture will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held
the number of shares of Common Stock acquirable upon complete conversion of this Debenture (without regard to any limitations on
conversion contained herein) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase
Rights or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant,
issue or sale of such Purchase Rights.


 


(d)  
Subsequent Equity Sales. If, at any time while this Debenture is outstanding, the Company sells or grants any option
to purchase or reduces the conversion or exercise price of any outstanding securities, grants any right to reduce, or otherwise
disposes of or issues, any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an
effective price per share that is lower than the then Conversion Price (such lower price, the “Base Conversion Price”
and such issuances, collectively, a “Dilutive Issuance”) then the Conversion Price shall be reduced to equal
the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. For
purposes of clarity, if the holder of Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation
of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants,
options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at
an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to be a Dilutive Issuance.
The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common
Stock Equivalents subject to this Section indicating therein the applicable issuance price, or applicable reset price, exchange
price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes
of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section, upon the occurrence
of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Shares based upon the Base Conversion Price
on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Price
in the Notice of Conversion. As used herein, “Common Stock Equivalents” shall mean any securities of the Company or
its subsidiaries which would enable the holder thereof to acquire at any time Common Stock, including without limitations, any
debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable
for, or otherwise entitles the holder thereof to receive Common Stock. This Section shall not apply to an Exempt Issuance.


 


(e)    Notice
of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events
described in this Section 1.7, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and
prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the
facts upon which such adjustment or readjustment is based. The Borrower shall, upon the written request at any time of the
Holder, furnish to such Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion
Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or
property which at the time would be received upon conversion of the Debenture.


 






    	 	8	 



     

    

 


1.8              Reserved.


 


1.9             
Status as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than
the shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved
Amount or Beneficial Ownership Limitation) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights
as a Holder of such converted portion of this Debenture 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 Debenture. Notwithstanding the foregoing, if a Holder has
not received certificates 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 Debenture 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 Debenture
with respect to such unconverted portions of this Debenture and the Borrower shall, as soon as practicable, return such unconverted
Debenture to the Holder or, if the Debenture has not been surrendered, adjust its records to reflect that such portion of this
Debenture has not been converted.


 


1.10             
Optional Prepayment. At any time during the period beginning on the Issue Date and expiring upon the Maturity Date, the
Borrower shall have the right, exercisable on not less than thirty (30) days prior written notice to the Holder of the Debenture
to prepay the outstanding Debenture (principal and accrued interest), in full, in accordance with this Section 1.10, provided
that no Event of Default shall then exist. Any notice of prepayment hereunder (an “Optional Prepayment Notice”)
shall be delivered to the Holder of the Debenture at its registered addresses and shall state: (1) that the Borrower is exercising
its right to prepay the Debenture, and (2) the date of prepayment which shall be thirty (30 days from the date of the Optional
Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make
payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in
writing to the Borrower at least one (1) Business Day prior to the Optional Prepayment Date. If the Borrower exercises its right
to prepay the Debenture, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment
Amount”) equal to 150% (the “Multiple”), multiplied by the sum of: (w) the then outstanding principal
amount of this Debenture plus (x) accrued and unpaid interest on the unpaid principal amount of this Debenture to the Optional
Prepayment Date plus (y) if applicable, Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus
(z) any amounts owed to the Holder pursuant to Sections 1.4 and 1.5(g) hereof.


 






    	 	9	 



     

    

 


ARTICLE II. CERTAIN COVENANTS


 


2.1              Negative
Covenants As long as any portion of this Debenture remains outstanding, unless the holders of all of the
outstanding Debentures shall have otherwise given prior written consent, the Borrower shall not, and shall not permit any of
its subsidiaries (whether or not a subsidiary on the Issue Date) to, directly or indirectly:


 


(a)   
other than indebtedness (i) existing as of the Initial Date, (ii) incurred in the ordinary course of business for trade
expenses (not borrowed money), (iii) indebtedness expressly subordinate to the indebtedness created by the Debentures, or (iv)
incurred in connection with the acquisition, development or in-licensing of assets, technologies or intellectual property (“Permitted
Indebtedness”), enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of
any kind, including, but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter
acquired or any interest therein or any income or profits therefrom.


 


(b)  
other than Permitted Liens (as defined below), enter into, create, incur, assume or suffer to exist any liens, charges or
encumbrances of any kind or nature (“Liens”), on or with respect to any of its property or assets now owned or hereafter
acquired or any interest therein or any income or profits therefrom. “Permitted Lien” means the individual and
collective reference to the following: (a) Liens for taxes, assessments and other governmental charges or levies not yet due or
Liens for taxes, assessments and other governmental charges or levies being contested in good faith and by appropriate proceedings
for which adequate reserves (in the good faith judgment of the management of the Borrower) have been established in accordance
with GAAP; or (b) Liens imposed by law which were incurred in the ordinary course of the Borrower’s business, such as carriers’,
warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising in the ordinary
course of the Borrower’s business, and which (x) do not individually or in the aggregate materially detract from the value
of such property or assets or materially impair the use thereof in the operation of the business of the Borrower and its consolidated
subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing
for the foreseeable future the forfeiture or sale of the property or asset subject to such Lien.


 


(c)   
other than to effect stock splits, reverse stock splits or changes in the authorized number of shares, amend its charter
documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially and adversely
affects any rights of the Holder;


 


(d)  
repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its
Common Stock or Common Stock equivalents except pursuant to written agreements with employees, directors, officers or consultants
providing for a right or repurchase at the original purchase price of such securities upon cessation of service, cessation of vesting,
employment termination or similar events;


 


(e)    other
than Permitted Indebtedness, repay, repurchase or offer to repay, repurchase or otherwise acquire any indebtedness, other
than the Debentures if on a pro-rata basis, other than (x) regularly scheduled principal and interest payments as such
terms are in effect as of the Issue Date, provided that such payments shall not be permitted if, at such time, or after
giving effect to such payment, any Event of Default exist or occur, (y) Permitted Indebtedness, and (z) ordinary trade debt
incurred in the ordinary course of business.


 






    	 	10	 



     

    

 


(f)   
pay cash dividends or cash distributions on any equity securities of the Borrower;


 


(g)  
sell, lease or otherwise dispose of any portion of its assets outside the ordinary course of business, other than de
minimis sales, unless Borrower offers to prepay the full amount owed under the Debentures in connection with the closing of
any such sale, lease or disposition transaction;


 


(h)  
lend money, give credit or make advances to any person, firm, joint venture or corporation, including, without limitation,
officers, directors, employees, subsidiaries and Affiliates of the Borrower, except loans, credits or advances (a) in existence
or committed on the date hereof and which the Borrower has informed Holder in writing prior to the date hereof, (b) made in the
ordinary course of business or (c) not in excess of $10,000;


 


(i)    
enter into any transaction with any Affiliate of the Borrower which would be required to be disclosed in any public filing
with the Securities and Exchange Commission, unless such transaction is made on an arm’s-length basis and, if required under
Borrower’s governance policies to be approved by the Board of Directors or a committee thereof, is expressly approved by
a majority of the disinterested directors of the Borrower (even if less than a quorum otherwise required for board approval); or


 


(j)    
enter into any agreement with respect to any of the foregoing.


 


2.2              Affirmative Covenants.


 


(a)    Use
of Proceeds. Borrower hereby covenants and agrees that, upon the closing of this Debenture, it shall immediately make the following
expenditures:


 


	Fees due to RBSM LLP for review of S8	$ 2,500




 






    	 	11	 



     

    

 


ARTICLE III. EVENTS OF DEFAULT


 


If any of the following events of default (each, an
“Event of Default”) shall occur:


 


3.1             
Failure to Pay Principal or Interest. Any default in the payment of the principal of, interest on or other charges in respect
of this Debenture, free of any claim of subordination, as and when the same shall become due and payable whether upon the Maturity
Date or by acceleration or otherwise, if Borrower does not pay in full the amount that is due and payable within three (3) Business
Days after delivery of a notice of demand therefor from Holder.


 


3.2             
Conversion and the Shares. The Borrower 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 Debenture, fails to transfer or cause its transfer agent to transfer (issue) (electronically
or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant
to this Debenture as and when required by this Debenture, 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) any certificate for shares
of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Debenture as and when required by
this Debenture, 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 certificate
for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Debenture as and when required
by this Debenture (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 three (3) 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 Debenture, if a conversion of this Debenture is delayed, hindered or frustrated beyond the periods of
time provided for in this Debenture, 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 forty eight (48) hours of a demand from the Holder.


 


3.3             
Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this
Debenture, and such breach continues for a period of five (5) days after written notice thereof to the Borrower from the Holder.


 


3.4             
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein 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 Debenture.


 






    	 	12	 



     

    

 


3.5             
Bankruptcy, Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall commence, or there shall be commenced
against the Borrower or any subsidiary of the Borrower under any applicable bankruptcy or insolvency laws as now or hereafter
in effect or any successor thereto, or the Borrower or any subsidiary of the Borrower 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 Borrower or any subsidiary of the Borrower or there is commenced
against the Borrower or any subsidiary of the Borrower any such bankruptcy, insolvency or other proceeding which remains undismissed
for a period of 90 days; or the Borrower or any subsidiary of the Borrower is adjudicated insolvent or bankrupt; or any order
of relief or other order approving any such case or proceeding is entered; or the Borrower or any subsidiary of the Borrower 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 90 days; or the Borrower or any subsidiary of the Borrower makes a general
assignment for the benefit of creditors; or the Borrower or any subsidiary of the Borrower shall call a meeting of its creditors
with a view to arranging a composition, adjustment or restructuring of its debts; or the Borrower or any subsidiary of the Borrower
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 Borrower or any subsidiary of the Borrower for the purpose of effecting any of the
foregoing (other than actions to dismiss, terminate or resolve any bankruptcy or similar proceeding).


 


3.6             
Indebtedness Default. The Borrower or any subsidiary of the Borrower shall default in any of its obligations under any
other Debenture 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 Borrower or any subsidiary of the Borrower in an amount exceeding
$25,000, whether such indebtedness now exists or shall hereafter be created and such default shall result in such indebtedness
becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, in each of the
above instances where such default would have a Material Adverse Effect on the Company’s ability to pay the Debentures on
the Maturity Date.


 


3.7             
Failure to Comply with the Exchange Act. The Borrower shall fail in any material respect to comply with the reporting requirements
of the Exchange Act including but not limited to the filing of Form 8-Ks, 10-Q's and 10-K's; and/or the Borrower shall cease to
be subject to the reporting requirements of the Exchange Act.


 


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


 


3.9             
Cessation of Operations. Any cessation by Borrower of substantially all of its operations, 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 or of a cessation of operations.


 






    	 	13	 



     

    

 


3.10             
Maintenance of Assets. The failure by Borrower to maintain any material assets which would have a material adverse effect
on Borrower’s ability conduct its overall business (whether now or in the future).


 


3.11              Replacement
of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior
to the effective date of such replacement, a fully executed Irrevocable Transfer Agent instructions in a form attached hereto
as Exhibit B (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved
Amount) signed by the successor transfer agent to Borrower and the Borrower.


 


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, 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, or facsimile, 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)
when delivered if delivered by hand delivery during a normal Business Day (or if not on a Business Day then the next Business
Day), (b) one Business day after delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine,
at the address or number designated below or (c) 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:


 


If to the Borrower, to:


 


Apptigo International, Inc.


1801 SW 3rd Avenue, Suite 402


Miami, Florida 33129


 


If to the Holder:


 


The Vantage Group Ltd.


9429 Harding Avenue, Suite 5


Surfside, Florida 33154


 






    	 	14	 



     

    

 


4.3             
Amendments. This Debenture and any provision hereof may only be amended by an instrument in writing signed by the Borrower
and the Holder. The term “Debenture” 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 Debenture shall be binding upon the Borrower and its successors and assigns, and shall inure to be
the benefit of the Holder and its successors and assigns. Each transferee of this Debenture must be an “accredited investor”
(as defined in Rule 501(a) of the Securities Act). Holder may transfer this Debenture provided that the transferee agrees in writing
with Borrower to be bound by the provisions of this Debenture, and that such transfer complies with any applicable federal and
state securities laws. Notwithstanding anything in this Debenture to the contrary, this Debenture may be pledged as collateral
in connection with a bona fide margin account or other lending arrangement, provided that the pledgee agrees in writing
with Borrower to be bound by the provisions of this Debenture, and that such pledge complies with any applicable federal and state
securities laws.


 


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


 


4.6             
Governing Law. This Debenture shall be governed by and construed in accordance with the laws of the State of New York without
regard to principles of conflicts of laws. Any action, suit, or proceeding arising out of, based on, or in connection with this
Debenture, any document relating hereto or delivered in connection with the transactions contemplated hereby, any statement, certificate,
or other instrument delivered by or on behalf of, or delivered to, any party hereto or thereto in connection with the transactions
contemplated hereby or thereby, any breach of this Debenture or such other document, or the other transactions contemplated hereby
or thereby may be brought only in the state courts of the State of New York located in New York City, or in the United States
District Court for the Southern District of New York and each party covenants and agrees not to assert, by way of motion, as a
defense, or otherwise, in any such action, suit, or proceeding, any claim that it is not subject personally to the jurisdiction
of such court if it has been duly served with process, that its property is exempt or immune from attachment or execution, that
the action, suit, or proceeding is brought in an inconvenient forum, that the venue of the action, suit, or proceeding is improper,
or that this Debenture or the subject matter hereof may not be enforced in or by such court. In the event that any provision of
this Debenture or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute
or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law
shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives
personal service of process and consents to process being served in any suit, action or proceeding in connection with this Debenture
by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at
the address sin effect for notice under this Debenture 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 law. The Company and the Holder waive trial by Jury. The prevailing party in any dispute under this
Debenture shall be entitled to recover from the other party its reasonable attorney’s fees and costs.


 






    	 	15	 



     

    

 


4.7             
Certain Amounts. Whenever pursuant to this Debenture 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,
the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Debenture 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 Debenture and to earn a return from the
sale of shares of Common Stock acquired upon conversion of this Debenture at a price in excess of the price paid for such shares
pursuant to this Debenture. 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 Debenture into shares
of Common Stock.


 


4.8             
Notice of Corporate Events. Except as otherwise provided below, the Holder of this Debenture shall have no rights as a
Holder of Common Stock unless and only to the extent that it converts this Debenture into Common Stock. The Borrower shall provide
the Holder with prior notification of any meeting of the Borrower’s shareholders (and copies of proxy materials and other
information sent to shareholders). In the event of any taking by the Borrower of a record of its shareholders for the purpose
of determining shareholders who are entitled to receive payment of any dividend or other distribution, any right to subscribe
for, purchase or otherwise acquire (including by way of merger, consolidation, reclassification or recapitalization) any share
of any class or any other securities or property, or to receive any other right, or for the purpose of determining shareholders
who are entitled to vote in connection with any proposed sale, lease or conveyance of all or substantially all of the assets of
the Borrower or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder,
at least ten (10) days prior to the record date specified therein (or ten (10) days prior to the consummation of the transaction
or event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such dividend, distribution,
right or other event, and a brief statement regarding the amount and character of such dividend, distribution, right or other
event to the extent known at such time.


 


4.9             
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 Debenture will be inadequate and agrees, in the event of a breach
or threatened breach by the Borrower of the provisions of this Debenture, 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 Debenture 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.


 






    	 	16	 



     

    

 


4.10              Severability. If any
provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and if
any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and
circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws
governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate
of interest. 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 Debenture as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this
indenture, 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 impeded 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.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[SIGNATURE PAGES FOLLOW]


 






    	 	17	 



     

    

 


IN
WITNESS WHEREOF, Borrower has caused this Debenture to be signed in its name by its duly authorized officer this May 18, 2016.


 


APPTIGO INTERNATIONAL, INC. 


 


 


 


By: _______________________________


David Steinberg


President


 


 


 


 


 


 


 


 


 


 


 


 


 


 



    	 	18	 



     

    

 


EXHIBIT A


 


CONVERSION NOTICE


 


(To be executed by the Holder in order
to convert the Debenture)


 


TO:


 


The undersigned
hereby irrevocably elects to convert $________ of the principal amount of Debenture No. ___________ into Shares of Common Stock
of APPTIGO INTERNATIONAL, INC., according to the conditions stated therein, as of the Conversion Date written below.


 


	Conversion Date:	___________________________________
	Amount to be converted:	$__________________________________
	Conversion Price:	$__________________________________
	Number of shares of Common Stock to be issued:	___________________________________
	
        Amount of Note
        Unconverted:
	$__________________________________
	 	___________________________________
	 	 
	Please issue the shares of Common Stock in the following name and to the following address:
	 	 
	Issue to:	
         

         

         

         

         

	Authorized Signature:	___________________________________
	Name:	___________________________________
	Title:	___________________________________
	Broker DTC Participant Code:	___________________________________
	Account Number:	___________________________________




 






    	 	19	 



     

    

 


EXHIBIT B


 


May 18, 2016


 


Interwest Transfer Company, Inc.


1981 Murray Holladay Road, Suite 100


Salt Lake City, UT 84117


Re: Irrevocable Transfer Agent Instructions


 


Ladies and Gentlemen:


 


On May 18, 2016
APPTIGO INTERNATIONAL, Inc., a Nevada corporation (the “Company”) executed an 10% Convertible Debenture in the amount
of $2,500 (the “Note”) with The Vantage Group Ltd. (the “Investor”).


 


You are hereby
irrevocably authorized and instructed to reserve a sufficient number of shares of common stock (“Common Stock”) of
the Company for issuance upon full conversion of the Note in accordance with the terms thereof. The
amount of Common Stock so reserved may be increased, from time to time, by written instructions of the Company and the Investor
and will be automatically adjusted to reflect any forward or reverse stock splits. Once the reserve shares have been issued Interwest
Transfer Company, Inc. (“Transfer Agent”) shall have no further duty or obligation to issue shares until the reserve
has been increased by the Company and the Investor. You are hereby further irrevocably authorized and directed to issue the shares
of Common Stock so reserved upon your receipt from the Investor of a notice of conversion (“Notice of Conversion”)
executed by the Investor in accordance with the terms of the Notice of Conversion without any further actions of the Company. You
shall have no duty or obligation to confirm the accuracy or the information set forth on the Notice of Conversion. Once the Company
repays the principal, plus interest, plus default interest (if any) of any of the Note at the maturity date, upon written (e-mail
being acceptable) confirmation by the Investor or Investor Counsel as well as the Company, you shall have no further obligation
to maintain a reserve on behalf of the Investor or to issue any share of Common Stock to the Investor under the terms of that Note.
Upon the request of the Investor, you shall provide the outstanding number of shares of the Company.


 


The Company must be
participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program
in order for the shares to be delivered electronically. The shares to be issued are to be registered in the names of the registered
holder of the securities submitted for conversion or exercise.


 


The Company affirms that it has appropriately resolved to issue
all required Common Stock to the investor and hereby requests that your firm act immediately, without delay and without the need
for any action or confirmation by the Company with respect to the issuance of Common Stock pursuant to any Conversion Notices
received from the Investor.


 


The Company and
the Investor intend that these instructions require the placement of a restrictive legend on all applicable share
certificates unless the requirements listed below are met and the Investor provides the Transfer agent with an acceptable
legal opinion stating that share certificates can be issued without a legend. So long as you have previously received
confirmation from the Company (or Investor counsel) that the shares have been registered under the 1933 Act or otherwise may
be sold pursuant to Rule 144 without any restriction and the number of shares to be issued are less than 9.9% of the total
issued and outstanding common stock of the Company, such shares should be transferred, at the option of the holder of the
Notes as specified in the Notice of Conversion, either (i) electronically by crediting the account of a Prime Broker with the
Depository Trust Company through its Deposit Withdrawal Agent Commission system if the Company is a participant or (ii) in
certificated form without any legend which would restrict the transfer of the shares, and you should remove all stop-transfer
instructions relating to such shares. Until such time as you are advised by Investor counsel that the shares have been
registered under the 1933 Act or otherwise may be sold pursuant to Rule 144 without any restriction and the number of shares
to be issued are less than 9.9% of the total issued and outstanding common stock of the Company, you are hereby instructed to
place the following legends on the certificates:


 






    	 	20	 



     

    

 


THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED
OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF INVESTOR
COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED
OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.


 


The legend set
forth above shall be removed and you are instructed to issue a certificate without such legend to the holder of any shares upon
which it is stamped, if: (a) such shares are registered for sale under an effective registration statement filed under the 1933
Act or otherwise may be sold pursuant to Rule 144 without any restriction and the number of shares to be issued is less than 9.9%
of the total issued common stock of the Company, (b) such holder provides the Company and the transfer agent with an opinion of
counsel, in form, substance and scope customary for opinions of counsel in comparable transactions (and satisfactory to the transfer
agent), to the effect that a public sale or transfer of such security may be made without registration under the 1933 Act and such
sale or transfer is effected or (c) such holder provides the Company and the transfer agent with reasonable assurances that such
shares can be sold pursuant to Rule 144. Nothing herein shall be construed to require the Transfer Agent to take any action which
would violate state or federal rules, regulations or law. If an instruction herein would require such a violation, such instructions,
but not any other term herein, shall be void and unenforceable.


 


The Company shall
indemnify and defend you and your officers, directors, principals, partners, agents and representatives, and hold each of them
harmless from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements
of its and Transfer Agent’s attorney) incurred by or asserted against you or any of them arising out of or in connection
with the instructions set forth herein, the performance of your duties hereunder and otherwise in respect hereof, including the
costs and expenses of defending yourself or themselves against any claim or liability hereunder, except that the Company shall
not be liable hereunder as to matters in respect of which it is determined that you have acted with gross negligence or in bad
faith. You shall have no liability to the Company or the Investor in respect to any action taken or any failure to act in respect
of this if such action was taken or omitted to be taken in good faith, and you shall be entitled to rely in this regard on the
advice of counsel.


 


The Company
agrees that in the event that the Transfer Agent resigns as the Company’s transfer agent, the Company shall engage a
suitable replacement transfer agent that will agree to serve as transfer agent for the Company and be bound by the terms and
conditions of these Irrevocable Instructions within five (5) business days.


 


The Investor is intended to be a party
to these instructions and are third party beneficiaries hereof, and no amendment or modification to the instructions set forth
herein may be made without the consent of the Investor.


 





Very truly yours,


 


APPTIGO INTERNATIONAL, INC.


 


 


By: ____________________________


David Steinberg


President


 


 


 


Acknowledged and Agreed:


 


INTERWEST TRANSFER COMPANY, INC.


 


By: ____________________________


 


Title: ___________________________


 






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