Exhibit 10.2


 





 





NEITHER THE ISSUANCE
NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES 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: $565,555.00	Issue Date: May 8, 2018 







 


PROMISSORY NOTE


 


FOR
VALUE RECEIVED, AGRITEK HOLDINGS, INC., a Delaware corporation (hereinafter called the “Borrower”), hereby
promises to pay to the order of L2 CAPITAL, LLC, a Kansas limited liability company, or registered assigns (the “Holder”)
the principal sum of up to $565,555.00 (the “Principal Amount”), together with interest at the rate of nine percent
(9%) per annum (with the understanding that the initial six months of such interest for each tranche hereunder shall be guaranteed),
at maturity or upon acceleration or otherwise, as set forth herein (the “Note”). The consideration to the Borrower
for this Note is up to $500,000.00 (the “Consideration”) in United States currency, due to the prorated original issuance
discount of up to $55,555.00 (the “OID”). The Holder shall pay $100,000.00 of the Consideration (the “First Tranche”)
within a reasonable amount of time of the full execution of the transactional documents related to this Note. At the closing of
the First Tranche, the outstanding principal amount under this Note shall be $121,111.00, consisting of the First Tranche plus
the prorated portion of the OID (as defined herein) and a $10,000.00 credit for the Holder’s transactional expenses. The
Holder may pay such additional amounts of the Consideration and at such dates as the Holder and Borrower mutually agree upon. The
maturity date for each tranche funded shall be six (6) months from the effective date of each payment (the “Maturity Date”),
and is the date upon which the principal sum, as well as any accrued and unpaid interest and other fees for each tranche, shall
be due and payable. This Note may not be repaid in whole or in part except as otherwise explicitly set forth herein. Any amount
of principal or interest on this Note, which is not paid by the Maturity Date, shall bear interest at the rate of the lesser of
(i) eighteen percent (18%) per annum or (ii) the maximum amount allowed by law, from the due date thereof until the same is paid
(“Default Interest”). Interest shall commence accruing on the date that the Note 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
the Borrower’s common stock (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful
money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower
by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of
this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business
day and, in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the
due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. As used in
this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks
in the city of New York, New York are authorized or required by law or executive order to remain closed.


 


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


 


The following additional terms shall
also apply to this Note:


 


ARTICLE I. CONVERSION RIGHTS


 


1.1
 Conversion Right. The Holder shall have the right at any time on or after the date
that an Event of Default (as defined in this Note) occurs under the Note, to convert all or any part of the outstanding and unpaid
principal amount and accrued and unpaid interest of this Note into fully paid and non-assessable shares of Common Stock, as such
Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common
Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided
herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert
any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of
Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially
owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security
of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number
of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of
this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding
shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso.
The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion
Amount (as defined below) by the 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 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means
resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion
date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this
Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option,
accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date,
plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses
(1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.3(g) hereof.


 


1.2
Conversion Price.




 


(a)
  Calculation of Conversion
Price. The Conversion Price per share shall mean 58% multiplied by the lowest Trading Price during the twenty-five (25) Trading
Day period ending, in Holder’s sole discretion on each conversion, on either (i) the last complete Trading Day prior to
the Conversion Date or (ii) the Conversion Date (subject to adjustment as provided in this Note). “Trading Price”
means, for any security as of any date, the lowest VWAP price on the Over-the-Counter Pink Marketplace, OTCQB, or applicable trading
market (the “Principal Market”) as reported by a reliable reporting service (“Reporting Service”) designated
by the Holder (i.e. www.Nasdaq.com) or, if the Principal Market is not the principal trading market for such security, on the
principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price
of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security
that are quoted on the OTC Markets. If the Conversion Price on the date in which the Holder actually receives the Conversion Shares
(each a “Share Delivery Date”) is less than the Conversion Price in the respective Notice of Conversion, then the
Conversion Price in the respective Notice of Conversion shall be retroactively adjusted downward to equal the Conversion Price
on the Share Delivery 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 holders of a majority in interest
of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price
of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the Principal
Market, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. All
expenses incurred by Holder for the issuance and clearing of the Common Stock into which this Note is convertible into shall immediately
and automatically be added to the balance of the Note at such time as the expenses are incurred by Holder.


Each
time, while this Note is outstanding, the Borrower enters into a Section 3(a)(9) Transaction (as defined herein) (including but
not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) Transaction (as
defined herein), in which any 3rd party has the right to convert monies owed to that 3rd
party (or receive shares pursuant to a settlement or otherwise) at a discount to market greater than the Conversion Price
in effect at that time (prior to all other applicable adjustments in the Note), then the Conversion Price shall be adjusted at
the option of the Holder to such greater discount percentage (prior to all applicable adjustments in this Note) until this Note
is no longer outstanding. Each time, while this Note is outstanding, the Borrower enters into a Section 3(a)(9) Transaction (including
but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) Transaction,
in which any 3rd party has a look back period greater than the look back period in effect
under the Note at that time, then the Holder’s look back period shall be adjusted at the option of the Holder to such greater
number of days until this Note is no longer outstanding. The Borrower shall give written notice to the Holder, with the adjusted
Conversion Price and/or adjusted look back period (each adjustment that is applicable due to the triggering event), within one
(1) business day of an event that requires any adjustment described in the two immediately preceding sentences, and the Holder
shall have the sole discretion in determining whether to utilize the adjusted term pursuant to this section. So long as this Note
is outstanding, if any security of the Borrower contains any term 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 Borrower shall notify
the Holder of such additional or more favorable term and such term, at Holder’s option, shall become a part of the transaction
documents with the Holder.


If
at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock,
then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the
Conversion Amount for such conversion may be increased (at the option of the Holder) to include Additional Principal (without
a reduction in the amount owed under the Note), where “Additional Principal” means such additional amount to be added
to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal
the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the
par value price.


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


(b)
Authorized Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve
from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance
of Common Stock upon the full conversion of this Note. The Borrower is required at all times to have authorized and reserved three
times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Note
as if the Note convertible at that time, even if an Event of Default has not occurred under the Note) (the “Reserved Amount”).
The Reserved Amount shall be increased from time to time in accordance with the Borrower’s obligations hereunder. 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 Notes 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 Notes. The Borrower (i) acknowledges that it has irrevocably instructed
its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and agrees that its issuance
of this Note 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
Note.


 


If,
at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section
3.2 of the Note.


 


1.3 Method of Conversion.




 


(a)   Mechanics
of Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time on or
after the date that an Event of Default occurs under the Note, by submitting to the Borrower (A) 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 1.4(b), surrendering this Note at the principal office of the Borrower.


 


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


 


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


 


(d)   Delivery
of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or
other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in
this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder
certificates for the Common Stock issuable upon such conversion within two (2) business days after such receipt (the
“Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of
this Note) in accordance with the terms hereof.


 


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


 


(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 Company (“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 1.4, 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 Note is not delivered by the Deadline, the Borrower shall pay to the Holder $3,000 per day in cash, for
each day beyond the Deadline that the Borrower fails to deliver such Common Stock. 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 Note, in which event interest shall accrue thereon in accordance with the terms of this Note and
such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The
Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, 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 1.3(g) are justified.


 


1.4
 Concerning the Shares. The shares of Common Stock issuable upon conversion of this
Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the 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
1.5 and who is an Accredited Investor. Except as otherwise provided (and subject to the removal provisions set forth below), until
such time as the shares of Common Stock issuable upon conversion of this Note have been registered under the Act or otherwise may
be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately
sold, each certificate for shares of Common Stock issuable upon conversion of this Note that has not been so included in an effective
registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal
of the legend, shall bear a legend substantially in the following form, as appropriate:


 


“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.”


 


The legend
set forth above shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend
if (i) the Borrower or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for
opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made without
registration under the Act, which opinion shall be accepted by the Borrower so that the sale or transfer is effected or (ii) in
the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an
effective registration statement filed under the 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 Note.


 


1.5 
[Intentionally Omitted].


 


1.6 
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 Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii)
the Holder’s rights as a Holder of such converted portion of this Note shall cease and terminate, excepting only the right
to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in
equity to such Holder because of a failure by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing,
if a Holder has not received certificates for all shares of Common Stock prior to the tenth (10th) business day after the expiration
of the Deadline with respect to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects
to retain its status as a holder of Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder
of this Note with respect to such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such
unconverted Note to the Holder or, if the Note has not been surrendered, adjust its records to reflect that such portion of this
Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation,
(i) the right to receive Conversion Default Payments pursuant to Section 1.3 to the extent required thereby for such Conversion
Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions
determined in accordance with Section 1.3) for the Borrower’s failure to convert this Note.


 


 


ARTICLE II. CERTAIN COVENANTS


 


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


 


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


 


2.3 Repayment
from Proceeds. While any portion of this Note is outstanding, if the Borrower receives cash proceeds from any source or
series of related or unrelated sources, including but not limited to, from payments from customers, the issuance of equity or
debt, the conversion of outstanding warrants of the Borrower, the issuance of securities pursuant to an equity line of credit
of the Borrower or the sale of assets, the Borrower shall, within one (1) business day of Borrower’s receipt of such
proceeds, inform the Holder of such receipt, following which the Holder shall have the right in its sole discretion to
require the Borrower to immediately apply all or any portion of such proceeds to repay all or any portion of the outstanding
amounts owed under this Note. Failure of the Borrower to comply with this provision shall constitute an Event of Default. In
the event that such proceeds are received by the Holder prior to the Maturity Date, the required prepayment shall be subject
to the terms of Section 1.9 herein.


 


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. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether
at maturity, upon acceleration or otherwise.


 


3.2 Conversion
and the Shares. The Borrower fails to reserve a sufficient amount of shares of common stock as required under the terms of
this Note (including Section 1.3 of this Note), fails to issue shares of Common Stock to the Holder (or announces or threatens
in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder
in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or
in certificated form) shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and
when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer
agent in transferring (or issuing) (electronically or in certificated form) shares of Common Stock to be issued to the Holder
upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer
agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw
any stop transfer instructions in respect thereof) on any shares of Common Stock issued to the Holder upon conversion of or otherwise
pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not
intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement,
statement or threat not to honor its obligations shall not be rescinded in writing) for two (2) business days after the Holder
shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer
agent. It shall be an event of default of this Note, if a conversion of this Note
is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder,
the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall
be paid by the Borrower to the Holder within five (5) business days, either in cash or as an addition to the balance of the Note,
and such choice of payment method is at the discretion of the Borrower.


 


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


 


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


 


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


 


3.6 Judgments.
Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower
or any of its property or other assets for more than $100,000, and shall remain unvacated, unbonded or unstayed for a period
of ten (10) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.


 


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


 


3.8 Delisting
of Common Stock. The Borrower shall fail to maintain the listing or quotation of the Common Stock on the Principal
Market or an equivalent replacement exchange, the Nasdaq Global Market, the Nasdaq Capital Market, the New York Stock
Exchange, or the NYSE American.


 


3.9 Failure
to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act
(including but not limited to becoming delinquent in its filings), and/or the Borrower shall cease to be subject to the
reporting requirements of the Exchange Act.


 


3.10                          
Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial
portion of its business.


 


3.11                          
Cessation of Operations. Any cessation of operations by Borrower or Borrower admits
it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s
ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay
its debts as they become due.


 


3.12                          
Financial Statement Restatement. The Borrower replaces its auditor, or any restatement
of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of
this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated
financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note.


 


3.13                            
Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without
twenty (20) days prior written notice to the Holder.


 


3.14                            
Replacement of Transfer Agent. In the event
that the Borrower replaces its transfer agent, and the Borrower fails to provide prior to the effective date of such replacement,
a fully executed Irrevocable Transfer Agent Instructions (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 that reserves the greater
of (i) total amount of shares previously held in reserve for the Note with the Borrower’s
immediately preceding transfer agent and (ii) the Reserved Amount.


 


3.15 Cross-Default.
Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or
default by the Borrower of any covenant or other term or condition contained in any
of the other financial instrument, including but not limited to all convertible promissory notes, currently issued, or
hereafter issued, by the Borrower, to the Holder or any 3rd party (the “Other Agreements”), after the
passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under
this Note, in which event the Holder shall be entitled to apply all rights and remedies of the Holder under the terms of this
Note by reason of a default under said Other Agreement or hereunder.


 


3.16 Inside
Information. Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or
any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material
non-public information concerning the Borrower, to the Holder or its successors and assigns, which is not immediately cured
by Borrower’s filing of a Form 8-K pursuant to Regulation FD on that same date.





 


3.17 No
bid. At any time while this Note is outstanding, the lowest Trading Price on the Principal Market or other applicable
principal trading market for the Common Stock is equal to or less than $0.0001.


 


3.18 Prohibition
on Debt and Variable Securities.  So long as the Note is outstanding, the Borrower shall not, without written
consent of the Investor, issue any Variable Security (as defined herein), unless (i) the Borrower is permitted to pay off the
Note in cash at the time of the issuance of the respective Variable Security and (ii) the Borrower pays off the Note,
pursuant to the terms of the Note, in cash at the time of the issuance of the respective Variable Security. A Variable
Security shall mean any security issued by the Borrower that (i) has or may have conversion rights of any kind, contingent,
conditional or otherwise in which the number of shares that may be issued pursuant to such conversion right varies with the
market price of the common stock; (ii) is or may become convertible into common stock (including without limitation
convertible debt, warrants or convertible preferred stock), with a conversion or exercise price that varies with the market
price of the common stock, even if such security only becomes convertible or exercisable following an event of default, the
passage of time, or another trigger event or condition; or (iii) was issued or may be issued in the future in exchange for or
in connection with any contract, security, or instrument, whether convertible or not, where the number of shares of common
stock issued or to be issued is based upon or related in any way to the market price of the common stock, including, but not
limited to, common stock issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other
similar settlement or exchange, provided, however, that a Variable Security shall not include a security with conversion
rights subject to a floor price per share of 50% or greater than the closing price of the Common Stock on the issuance date
of the security (such floor price shall not be subject to further lower adjustment for any reason)..


 


3.19 Failure
to Repay Upon Qualified Offering. The Borrower fails to repay the Note, in its entirety, pursuant to the terms of the
Note, with funds received from its next completed offering of $1,000,000.00 or more (consummated on or after the Issue
Date).


 


UPON THE
OCCURRENCE OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND THE BORROWER
SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT SUM (AS DEFINED
HEREIN); MULTIPLIED BY (Z) TWO (2). Upon the occurrence of any Event of Default specified in Sections 3.1, 3.3, 3.4, 3.5, 3.6,
3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18 and/or 3.19, the Note shall become immediately due and payable
and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to 140% (plus an additional
5% per each additional Event of Default that occurs hereunder) multiplied by the then outstanding entire balance of the
Note (including principal and accrued and unpaid interest) plus Default Interest, if any, plus any amounts owed to
the Holder pursuant to Sections 1.3(g) hereof (collectively, in the aggregate of all of the above, the “Default Sum”),
and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all
of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection,
and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity. Each time an Event of
Default occurs while this Note is outstanding, an additional discount of five percent (5%) shall be factored into the Conversion
Price.


 


The Holder
shall have the right at any time, to require the Borrower, to immediately issue, in lieu of the Default Amount, the number of shares
of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect, subject to issuance
in tranches due to the beneficial ownership limitations contained in this Note.


 


ARTICLE IV. MISCELLANEOUS


 


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


 


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


 


If to the Borrower,
to:


AGRITEK HOLDINGS, INC.


777 Brickell Ave., Suite 500


Miami, FL 33131


E-mail: info@agritekholdings.com


 


If to the Holder:


 


L2 CAPITAL, LLC


8900 State Line Rd., Suite 410 Leawood,
KS 66206


e-mail: accounting@ltwocapital.com


 


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


 


4.4                                                        
Assignability. This Note shall be binding upon the Borrower and its successors and
assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Neither the Borrower nor the Holder shall
assign this Note or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing,
the Holder may assign its rights hereunder to any “accredited investor” (as defined in Rule 501(a) of the 1933 Act)
in a private transaction from the Holder or to any of its “affiliates”, as that term is defined under the 1934 Act,
without the consent of the Borrower. Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral
in connection with a bona fide margin account or other lending arrangement. The Holder and any assignee, by acceptance of this
Note, acknowledge and agree that following conversion of a portion of this Note, the unpaid and unconverted principal amount of
this Note represented by this Note may be less than the amount stated on the face hereof.


 


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


 


4.6                                                        
Governing Law. This Note shall be governed by and construed in accordance with the
laws of the State of Kansas without regard to principles of conflicts of laws. Any action brought by either party against the other
concerning the transactions contemplated by this Note shall be brought only in the state and/or federal courts of Johnson County,
Kansas. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder
and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower
and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's
fees and costs. In the event that any provision of this Note 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 Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail
or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement
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.


 


4.7                                                        
Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an
amount in excess of the outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued and
unpaid interest plus Default Interest on such interest, the Borrower and the Holder agree that the actual damages to the Holder
from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents
stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this
Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of
the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages
is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to
convert this Note into shares of Common Stock.


 


4.8                                                        
Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder
will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly,
the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees,
in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled,
in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction
or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof,
without the necessity of showing economic loss and without any bond or other security being required.


 


4.9 Repayment.
Notwithstanding anything to the contrary contained in this Note, the Borrower may repay any amount outstanding under each
tranche of this Note, during the 30 calendar day period after the funding date of the respective tranche, by making a payment
to the Holder of an amount in cash equal to 110% multiplied the amount that the Borrower is repaying. Notwithstanding
anything to the contrary contained in this Note, the Borrower may repay any amount outstanding under each tranche of this
Note, during the 31st through 60th calendar day period after the funding date of the respective tranche, by making a payment
to the Holder of an amount in cash equal to 115% multiplied the amount that the Borrower is repaying. Notwithstanding
anything to the contrary contained in this Note, the Borrower may repay any amount outstanding under each tranche of this
Note, during the 61st through 90th calendar day period after the funding date of the respective tranche, by making a payment
to the Holder of an amount in cash equal to 120% multiplied the amount that the Borrower is repaying. Notwithstanding
anything to the contrary contained in this Note, the Borrower may repay any amount outstanding under each tranche of this
Note, on or after the 91st calendar day after the funding date of the respective tranche, by making a payment to the Holder
of an amount in cash equal to 130% multiplied the amount that the Borrower is repaying. In order to repay this Note, the
Borrower shall provide notice to the Holder ten (10) business days prior to such respective repayment date, and the Holder
must receive such repayment within twelve (12) business days of the Holder’s
receipt of the respective repayment notice, but not sooner than ten (10) business days from the date of notice (the “Repayment
Period”). The Holder may convert the Note in whole or
in part at any time during the Repayment Period, subject to the terms and conditions of this Note. Any repayment hereunder
shall be applied to the tranches funded under this Note in reverse chronological order (applied first to the most recently
funded tranches under this Note).


 


4.10                                                     
Section 3(a)(10) Transactions. If at any
time while this Note is outstanding, the Borrower enters into a transaction 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”), then a liquidated
damages charge of 100% of the outstanding principal balance of this Note at that time, will be assessed and will become immediately
due and payable to the Holder, either in the form of cash payment, an addition to the balance of the Note, or a combination of
both forms of payment, as determined by the Holder.


 


4.11
  Reverse Split Penalty.
If at any time while this Note is outstanding, the Borrower effectuates a reverse split with respect to the Common Stock, then
a liquidated damages charge of 30% of the outstanding principal balance of this Note at that time, will be assessed and will become
immediately due and payable to the Holder, either in the form of cash payment, an addition to the balance of the Note, or a combination
of both forms of payment, as determined by the Holder.


 


4.12
  Restriction on Section
3(a)(9) Transactions. So long as this Note is outstanding, the Borrower shall not enter into any 3(a)(9) Transaction with
any party other than the Holder, without prior written consent of the Holder. In the event that the Borrower does enter into,
or makes any issuance of Common Stock related to a 3(a)(9) Transaction while this Note is outstanding, a liquidated damages charge
of 25% of the outstanding principal balance of this Note, but not less than $15,000, 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.


 


4.13
  Terms of Future Financings.
 So long as this Note is outstanding, upon any issuance by the Borrower or any of its subsidiaries of any security with
any term 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 Borrower shall notify the Holder of such additional or more favorable term and such
term, at Holder’s option, shall become a part of the transaction documents with the Holder.  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, prepayment rate, conversion look back periods, interest rates, original issue discounts, stock sale price,
private placement price per share, and warrant coverage.


 


4.14
  Usury. If it shall
be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable
rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable
law. The Borrower covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit
or forgive the Borrower from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever
enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Note, and the Borrower
(to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it
will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but will
suffer and permit the execution of every such as though no such law has been enacted.


 


4.15
  Right of First
Refusal. If at any time after the Issue Date and until the Note is satisfied in full, the Borrower has a bona fide offer of
capital or financing from any 3rd
party, that the Borrower intends to act upon, then the Borrower must first offer such opportunity
to the Holder to provide such capital or financing to the Borrower on the same or similar terms as each respective 3rd
party’s terms, and the Holder may in its sole discretion determine whether the Holder
will provide all or a portion of such capital or financing. Except as otherwise provided in this Note, should the Holder be unwilling
or unable to provide such capital or financing to the Borrower within 10 trading days from Holder’s receipt of written notice
of the offer (the “Offer Notice”) from the Borrower, then the Borrower may obtain such capital or financing from that
respective 3rd party upon the exact same terms and conditions offered by the Borrower to the Holder, which transaction
must be completed within 15 days after the date of the Offer Notice. Borrower shall, within two (2) business days of the respective
closing, utilize 50% of all proceeds received by Borrower by each respective 3rd party that provides capital or financing
to the Borrower, to repay this Note. If the Borrower does not receive the capital
or financing from the respective 3rd party within 15 days after the date of the respective Offer Notice, then the Borrower
must again offer the capital or financing opportunity to the Holder as described above, and the process detailed above shall be
repeated. The Offer Notice must be sent via electronic mail to accounting@ltwocapital.com.


 


 


 


[signature page to follow]




    	 



    	 



    

IN WITNESS WHEREOF, Borrower
has caused this Note to be signed in its name by its duly authorized officer this May 8, 2018.


 


AGRITEK HOLDINGS, INC.


 


By:
___________________


Name: B. Michael Friedman


Title: Chief Executive Officer


 


 




    	 



    	 



    

 


 


EXHIBIT A -- NOTICE OF CONVERSION


 


The
undersigned hereby elects to convert $ _______________ principal amount of the Note (defined below) into that number of
shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below,
of AGRITEK HOLDINGS, INC., a Delaware corporation (the “Borrower”) according to the conditions of the promissory
note of the Borrower dated as of May 8, 2018 (the “Note”), as of the date written below. No fee will be charged
to the Holder for any conversion, except for transfer taxes, if any.


 


Box Checked as to applicable instructions:


 






	☐ 	The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).
	 	 
	 	Name of DTC Prime Broker: 
	 	Account Number:
	 	 
	☐ 	The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:
	 	 
	 	L2 CAPITAL, LLC
	 	8900 State Line Rd., Suite 410
	 	Leawood, KS 66206
	 	e-mail: accounting@ltwocapital.com
	 	 
	 	Date of Conversion:                                                    ___________
	 	Applicable Conversion Price:                                  $ ___________
	 	Number of Shares of Common Stock to be Issued
	 	Pursuant to Conversion of the Notes:                     ___________
	 	Amount of Principal Balance Due remaining
	 	Under the Note after this conversion:                     ___________
	 	 
	 	L2 CAPITAL, LLC
	 	 
	 	By: ___________________________
	 	Name: _________________________
	 	Title: __________________________
	 	Date: __________________________