Exhibit 4.1


 


PROMISSORY NOTE


 


Dated: December 27, 2018


 


FOR
VALUE RECEIVED, and intending to be legally bound, ML Corporation, a Delaware corporation (the “Maker”),
with an address at 2255 Glades Road, Suite 324A, Boca Raton, Florida 33431, hereby unconditionally and irrevocably promises to
pay to the order of Mark Tompkins, an individual (the “Payee”) with an address at Apt. 1, Via Guidino 23, 6900
Lugano, Paradiso, Switzerland, in lawful money of the United States of America, the sum of any and all amounts that the Payee may
advance to the Maker or any other third parties on behalf of the Maker as set forth on Schedule A attached hereto, which
may be amended from time to time as funds are advanced (the “Principal Amount”) on or before the date (the “Maturity
Date”) that the Maker (or a wholly owned subsidiary of the Maker) consummates a business combination with a private company
in a reverse merger or reverse takeover transaction or other transaction after which the Maker would cease to be a shell company
(as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) (“Transaction”). In the event
a Transaction is consummated, the proceeds received by the Maker or a subsidiary of the Maker shall first be used to repay the
entire outstanding unpaid Principal Amount and the accrued unpaid interest on this Note.


 


Interest
shall accrue on the outstanding Principal Amount of this Promissory Note on the basis of a 360-day year from the date upon which
funds were advanced until paid in full at the rate of six percent (6%) per annum, and shall be due and payable on the Maturity
Date, or the prepayment date, if any, whichever is earlier. This Promissory Note may be prepaid in whole or in part
at any time or from time to time prior to the Maturity Date.


 


For
purposes of this Promissory Note, an “Event of Default” shall occur if the Maker shall: (i) fail to pay the
entire Principal Amount of this Promissory Note when due and payable, (ii) admit in writing its inability to pay any of its monetary
obligations under this Promissory Note, (iii) make a general assignment of its assets for the benefit of creditors, or (iv) allow
any proceeding to be instituted by or against it seeking relief from or by creditors, including, without limitation, any bankruptcy
proceedings.


 


In
the event that an Event of Default has occurred, the Payee or any other holder of this Promissory Note may, by notice to the Maker,
declare this entire Promissory Note to be forthwith immediately due and payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by the Maker.  In the event that an Event of Default consisting
of a voluntary or involuntary bankruptcy filing has occurred, then this entire Promissory Note shall automatically become due and
payable without any notice or other action by Payee.  Commencing five days after the occurrence of any Event of Default,
the interest rate on this Note shall accrue at the rate of eighteen percent (18%) per annum.


 


The
non-exercise or delay by the Payee or any other holder of this Promissory Note of any of its rights hereunder in any particular
instance shall not constitute a waiver thereof in that or any subsequent instance.  No waiver of any right shall be effective
unless in writing signed by the Payee, and no waiver on one or more occasions shall be conclusive as a bar to or waiver of any
right on any other occasion.


 


Should
any part of the indebtedness evidenced hereby be collected by law or through an attorney-at-law, the Payee or any other holder
of this Promissory Note shall, if permitted by applicable law, be entitled to collect from the Maker all reasonable costs of collection,
including, without limitation, attorneys’ fees.


 






     


     


    

 


All
notices and other communications must be in writing to the address of the party set forth in the first paragraph hereof and shall
be deemed to have been received when delivered personally (which shall include via an overnight courier service) or, if mailed,
three (3) business days after having been mailed by registered or certified mail, return receipt requested, postage prepaid. The
parties may designate by notice to each other any new address for the purpose of this Promissory Note.


 


Maker
hereby forever waives presentment, demand, presentment for payment, protest, notice of protest, and notice of dishonor of this
Promissory Note and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this
Promissory Note.


 


This
Promissory Note shall be binding upon the successors and assigns of the Maker, and shall be binding upon, and inure to the benefit
of, the successors and assigns of the Payee.


 


This
Promissory Note shall be governed by and construed in accordance with the internal laws of the State of Delaware.  


 


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IN WITNESS WHEREOF,
the undersigned Maker has executed this Promissory Note as of the date first written above.


 


	 	MAKER:
	 	 
	 	ML CORPORATION
	 	 
	 	By: 	/s/ Ian Jacobs
	 	 	Ian Jacobs
	 	 	President


 






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Schedule A


 


(as of December 27, 2018)


 





	 	 	Amount 

Advanced	 	 	Date of 

Advance
	 	 	$	34,525	 	 	December 27, 2018
	Aggregate Principal Amount	 	$	34,525	 	 	 




 




 




 


 


 


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