Exhibit 10.1


 


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: $224,318.00	Issue
    Date: June 30, 2016
	Purchase Price: $195,059.00	 
	Original Issue Discount: $29,259.00	 




 


 


SENIOR SECURED
CONVERTIBLE PROMISSORY NOTE


 


FOR
VALUE RECEIVED, FastFunds
Financial Corporation a Nevada corporation
(hereinafter called the “Borrower”), and the Borrower’s majority owned subsidiary,
Brawnstone Security, LLC, an Ohio limited liability company, hereby
promise to pay to the order of CAREBOURN
CAPITAL, L.P., a Delaware
limited partnership, or registered
assigns (the “Holder”) the
sum of $224,318.00 together with
any interest as set
forth herein, on November
30, 2017 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of 12% (The “Interest
Rate”) per annum from
the date hereof (the “Issue
Date”) until the same
becomes due and payable,
whether at maturity or
upon acceleration or
by prepayment or otherwise. This
Note may not be prepaid 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 when due shall bear interest
at the rate of twenty two percent
(22%) per annum 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 common stock, $0.001 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 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. Each
capitalized term used herein,
and not otherwise defined, shall have the meaning
ascribed thereto in that certain
Securities Purchase Agreement dated
the date hereof, pursuant to which
this Note was originally issued (the “Purchase
Agreement”).


 


This
Note carries
an original
issue discount of
$29,259.00 (the
“OID”). In
addition, the
Borrower shall
authorize the Holder,
pursuant to a
disbursement memorandum
dated on
or around
the Issue
Date, to pay $5,000.00 (the
“Transactional Expense Amount”)
to the Holder or the Holder’s
designee, to cover the Holder’s
accounting fees, due diligence fees,
monitoring (including but not limited to
ACH monitoring costs), and/or other transactional
costs incurred
in connection with the purchase and
sale of the Note, as well
as $500.00 (the “Legal Fee”)
to Holder’s attorney,
to cover Holder’s legal
review fees in
connection with
the purchase
and sale of the Note, all
of which are included in the initial
principal balance of this Note. Thus,
the purchase price
of this Note shall
be $195,059.00, computed
as follows:
$224,318.00 initial principal
balance less the OID. Accordingly,
the net amount to be received by the
Company shall be $189,559.00, computed
as follows: the purchase
price of $195,059.00, less the Transactional
Expense Amount and Legal Fee.


 


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.


 


This
Note is a
secured, senior
obligation of
the Borrower,
with priority over
all existing
and future
Indebtedness (as
defined below)
of the Borrower
as provided
for herein.
The obligations
of the Borrower under this
Note are secured
by all
of the outstanding shares
of the Borrower’s Series
C Preferred
stock, pursuant
to the pledge
agreement attached
as Exhibit “E”
hereto. Until this Note is satisfied
in full, pursuant to the terms of this
Note, neither
the Borrower nor
Henry Fong shall effectuate
any sale, transfer, disposition,
or changes
in the rights
and designations of
any of the Borrower’s Series
C Preferred stock.


 


The
obligations of
the Borrower
under this
Note shall
rank senior
with respect
to all
existing Indebtedness
of the Borrower
as of
the date
hereof and
to any
and all
Indebtedness incurred
as of or following
the Issue Date.


 


So long as the Borrower shall
have any obligation
under this Note, the Borrower shall not (directly or indirectly through any Subsidiary or affiliate) incur
or suffer to exist or guarantee any Indebtedness that is senior to or pari passu with (in priority of payment and performance) the Borrower’s
obligations hereunder. As used
herein, the term “Indebtedness”
means (a) all
indebtedness of the Borrower for borrowed money or
for the deferred purchase price of
property or services, including any type of letters
of credit, (b) all obligations of
the Borrower evidenced by notes,
bonds, debentures or other similar instruments, (c) purchase money
indebtedness hereafter incurred by
the Borrower to finance the purchase of fixed
or capital assets, including
all capital lease
obligations of the Borrower which do
not exceed the purchase price of
the assets funded, (d) all
guarantee obligations of the Borrower in respect
of obligations of the kind referred
to in clauses (a) through (c) above
that the Borrower would not be permitted
to incur or enter into, and (e) all obligations of
the kind referred to in clauses (a) through
(d) above that the Borrower is not permitted to incur or enter
into that are secured and/or unsecured by
(or for which the holder of such obligation
has an existing right,
contingent or otherwise, to
be secured and/or unsecured by) any lien or encumbrance
on property (including accounts and contract
rights) owned by the Borrower,
whether or not the Borrower has
assumed or become liable for the payment
of such obligation.


 


The following
terms shall also apply
to this Note:


 


ARTICLE
I. CONVERSION
RIGHTS


 


1.1 
Conversion Right.
The Holder
shall have
the right from
time to time,
and at
any time
following Ninety (90)
days after
the date
of this Note
and ending
on the later
of: (i) the
Maturity Date and
(ii) the date
of payment
of the Default Amount (as
defined in Article
III) pursuant to Section 1.6(a) or Article
III, each in respect of the remaining
outstanding principal amount
of this Note
to convert
all or
any part
of the outstanding
and unpaid
principal amount
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, provided,
further, however,
that the limitations on conversion
may be waived by
the Holder upon, at
the election of the Holder, not
less than 61
days’ prior notice
to the Borrower, and
the provisions of
the conversion limitation shall
continue to apply until such 61st day
(or such later date, as determined by
the Holder, as may be
specified in such notice of waiver).
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 and
1.4(g) hereof.


 


 1.2 Conversion Price.




 


Calculation of Conversion Price. The 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). The "Variable
Conversion Price" shall mean
50% multiplied by the Market Price (as defined herein)
(representing a discount rate of 50%).
In the case that shares of the Borrower’s common stock are not deliverable
via DWAC following the conversion of any amount hereunder, an additional Five
Percent (5%) discount shall be added to
the amount being converted at such
time. In the event that the Borrower’s
shares of common stock are chilled for deposit into
the DTC system and only eligible
for Xclearing deposit, an additional Ten
percent (10%) discount shall
be added to the amount being converted
at such time .“Market Price” means
the lowest one (1) Trading Prices (as
defined below) for the Common Stock during the twenty (20) Trading Day period
ending on the latest complete
Trading Day prior to the Conversion Date. “Trading
Price” means, for any security as of any
date, the lowest price on the OTC Markets OTCQB
Marketplace, or applicable trading market (the “OTCQB”)
as reported by a reliable reporting service
(“Reporting Service”) designated by
the Holder (i.e. Bloomberg) or, if the
OTCQB is not the principal trading
market for such security,
the closing bid price of such security on the principal securities exchange or
trading market where such security is
listed or traded or, if no closing
bid price of such security is available
in any of the foregoing manners,
the average of the closing bid prices
of any market makers for such
security that are listed in the “pink sheets” by the National Quotation
Bureau, Inc. 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 OTCQB, or on the principal securities
exchange or other securities market on
which the Common Stock is then being traded.


 


1.3  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 issued pursuant to
the Purchase Agreement. The Borrower is required at all times to have authorized and
reserved five times the number of shares
that is actually issuable upon full
conversion of the Note (based on the Conversion Price of
the Notes in effect from time to time)(the “Reserved Amount”). The Reserved
Amount shall be increased from time
to time in accordance with the
Borrower’s obligations pursuant to Section
4(g) of the Purchase Agreement.
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 (ii) 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. However,
upon receipt
of written notice
from the
Holder of Borrower’s
failure to maintain
the Reserved
Amount, the Borrower
shall have three
(3) days to cure any
deficiencies in the Reserved
Amount.


 


 1.4 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 from
time to time
after One
Hundred Eighty
Days following 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
1.4(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 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 Note) in accordance
with the terms hereof and the Purchase Agreement.


 


(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 (other than a failure due to the circumstances described in Section
1.3 above, which failure shall be governed
by such Section) the Borrower shall pay to
the Holder $2,000 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 1.4(g) are
justified.


 


1.5 
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 (as
defined in the Purchase Agreement).
Except as otherwise
provided in the Purchase Agreement
(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 Company
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 Company does
not accept the opinion of counsel provided by the Buyer
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.


 


 1.6 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 either: (i) be deemed to be an
Event of Default (as defined
in Article
III) pursuant to which the
Borrower shall
be required to pay to the Holder
upon the consummation of and
as a condition to such
transaction an amount equal
to the Default Amount (as defined
in Article III) or (ii) be treated pursuant
to Section 1.6(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 Note is issued
and outstanding and prior to conversion of all of the Notes, there
shall be any merger, consolidation,
or an exchange of shares, recapitalization or
reorganization pursuant to a merger or consolidation,
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 or more than 50% of
the total outstanding shares
of the Borrower other than in connection
with a plan of complete liquidation of the Borrower, then
the Holder of this Note shall thereafter have the right to receive upon conversion
of this Note, 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 Note 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 Note
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 Note) 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 1.6(b) unless (a)
it first gives, to the extent 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 Note) and (b)
the resulting successor or acquiring entity (if not the Borrower)
assumes by written instrument the
obligations of this Section 1.6(b). The
above provisions shall similarly apply
to successive consolidations, mergers, sales, transfers
or share exchanges.


 


(c) 
Adjustment Due to Distribution.
If the
Borrower shall
declare or
make any distribution
of its assets
(or rights
to acquire
its assets)
to holders
of Common Stock
as a
dividend, stock
repurchase, by
way of
return of capital
or otherwise
(including any dividend
or distribution to the Borrower’s
shareholders in cash or shares (or rights
to acquire shares) of
capital stock of a subsidiary (i.e.,
a spin-off)) (a “Distribution”), then the Holder
of this Note shall be entitled, upon
any conversion of this Note after the date of record
for determining shareholders entitled
to such Distribution, to receive the amount of
such assets which
would have been payable to the Holder
with respect to the shares of Common
Stock issuable upon such
conversion had
such Holder
been the
holder of such
shares of Common
Stock on the
record date
for the determination of
shareholders entitled to such
Distribution.


 


(d)
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
1.6, the Borrower,
at its
expense, shall
promptly compute such
adjustment or readjustment
and prepare
and furnish to the Holder
of 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
Note.


 


1.7 
Trading Market
Limitations.
Unless permitted
by the
applicable rules
and regulations
of the principal
securities market
on which
the Common Stock
is then listed
or traded,
in no event shall the Borrower
issue upon conversion
of or
otherwise pursuant to this Note
and the other Notes issued pursuant
to the Purchase Agreement more than the
maximum number of shares of Common Stock that the Borrower
can issue pursuant to any rule of the
principal United States
securities market on
which the Common Stock
is then traded (the “Maximum
Share Amount”),
which shall be
9.99% of the
total shares outstanding
on the Closing Date
(as defined in the Purchase Agreement),
subject to equitable adjustment from
time to time for stock
splits, stock dividends,
combinations, capital reorganizations
and similar events relating
to the Common Stock occurring after the
date hereof.
Once the Maximum Share Amount has
been issued,
if the Borrower
fails to eliminate
any prohibitions under applicable
law or
the rules or regulations of any
stock exchange,
interdealer quotation system or
other self-regulatory organization with jurisdiction
over the Borrower
or any of its securities on the
Borrower’s ability
to issue shares of Common Stock in excess
of the Maximum Share Amount, in lieu
of any further right
to convert this Note, this will
be considered an Event
of Default under Section
3.3 of the Note.


 


1.8  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.


 


1.9 
Prepayment. Notwithstanding
anything to
the contrary contained
in this Note,
the Borrower
may prepay
the amounts
outstanding hereunder pursuant
to the following
terms and conditions, and subject
to the Holder’s acceptance
in Holder’s sole discretion:


 


(a)  At any time during the period beginning on the Issue
Date and ending on the date which is one hundred
and eighty (180) days following the Issue Date, the Borrower shall have the right, exercisable on not
less than twenty (20) Trading Days
prior written notice to the Holder
of the Note to prepay the outstanding
Note (principal and accrued
interest), in full by making a payment
to the Holder of an amount in cash equal
to 130%, multiplied by the
sum of: (w) the then outstanding
principal amount of this Note plus (x) accrued and unpaid interest
on the unpaid principal amount of
this Note plus (y) Default Interest.


 


(b) 
At any time
during the period
beginning the day
which is
one hundred and
eighty one (181)
days following the Issue
Date and
ending on the
last business
day immediately prior to the Maturity
Date, the Borrower shall have the
right, exercisable on not less than
twenty (20)
Trading Days prior
written notice to the Holder
of the Note to prepay the outstanding Note (principal
and accrued
interest), in full by
making a payment to the Holder
of an
amount in cash
equal to 150%, multiplied
by the
sum of: (w) the then outstanding
principal amount of this Note plus (x) accrued
and unpaid interest on the unpaid
principal amount of this Note
plus (y) Default
Interest.


 


(c) 
On or
after the
Maturity Date,
the Borrower
shall have
no right
of prepayment.


 


Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses
and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more
than twenty (20) Trading 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 applicable prepayment
amount 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 delivers
an Optional Prepayment Notice and fails
to pay the applicable prepayment
amount due to the Holder of the
Note within two (2) business
days following the Optional Prepayment
Date, the Borrower shall forever forfeit
its right to prepay the Note
pursuant to this Section 1.9.
Notwithstanding anything to the
contrary in this Note, the Borrower’s right to
prepay the amounts outstanding under this Note, in accordance
with the terms and conditions
of this Note, is expressly conditional upon the Holder’s written
acceptance, in Holder’s
sole discretion, of such applicable
prepayment during the time that the Borrower is exercising
their right to prepay this Note.


 


ARTICLE
II.  CERTAIN
COVENANTS


 


2.1Distributions
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.


 


2.3 
Sale of
Assets. So long
as the
Borrower shall
have any
obligation under
this Note,
the Borrower
shall not,
without the Holder’s
written consent,
sell, lease,
exchange (including
but not limited
to an
exchange for assets
of equal or greater
value) or otherwise dispose
of any
significant portion
of its assets
outside the ordinary course of
business. Any consent to the disposition
of any assets may
be conditioned on a specified use
of the proceeds of disposition.


 


2.4  Advances and
Loans. So long as the Borrower shall have any obligation
under this Note, the Borrower shall not, without the Holder’s written consent, 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,
(c) made to a pending merging partner pursuant to an agreement of merger or (c) not
in excess of $100,000.


 


 


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, following
a five (5)
day cure
period.


 


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 Note, 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 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) any certificate
for 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 certificate
for 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 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 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 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 Note and
any collateral
documents including
but not limited
to the Purchase
Agreement and
such breach
continues for a period
of ten (10) 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
or in any
agreement, statement
or certificate
given in
writing pursuant
hereto or in
connection herewith
(including, without limitation,
the Purchase Agreement), 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 or the Purchase
Agreement.


 


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 $50,000, and shall remain
unvacated, unbonded or unstayed for a period of twenty (20) 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
of the Common
Stock on at
least one
of the OTCQB
or an
equivalent replacement
exchange, the
Nasdaq National
Market, the
Nasdaq SmallCap
Market, the
New York
Stock Exchange, or the American
Stock Exchange.


 


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 
Maintenance of
Assets. The failure
by Borrower
to maintain any
material intellectual
property rights, personal,
real property
or other assets
which are
necessary to conduct
its business (whether now or
in the future).


 


3.13 
Financial Statement
Restatement.
The 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 or the Purchase Agreement.


 


3.14 
Reverse Splits.
The Borrower
effectuates a
reverse split of
its Common
Stock without twenty (20) days
prior written notice to the
Holder.


 


3.15 
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
as initially
delivered pursuant to the Purchase
Agreement (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.


 


3.16 
Cross-Default. Notwithstanding
anything to the
contrary contained
in this Note
or other related
or companion
documents, a
breach or
default by
the Borrower
of any
covenant or
other term or condition
contained any other financial
instrument, including but
not limited to all convertible
promissory notes, already issued,
or issued in the
future, by the Borrower, to the
Holder or any other 3rd
party, 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.


 


3.17  ACH Account Change.The Borrower changes it bank account to an account that differs from the bank
account specified on Exhibit B attached hereto, without (i)
prior signed written consent of the Holder and (ii) Borrower’s execution of a signed
authorization agreement for preauthorized payments that is exactly
the same as the form attached hereto as
Exhibit B (except for the new bank
account information) with respect
to the new bank account.


 


3.18 
ACH  Payment 
Default.The Borrower
blocks, rejects,
or otherwise
restricts any
action taken
by Holder
pursuant to
Holder’s rights
under this
Note with respect
to the Borrower’s
bank account,
including but not
limited to
Holder’s withdrawal
of the Specific Daily
Repayment Amount
(as defined
in Exhibit B
attached hereto)
pursuant to an
ACH debit transaction
or otherwise from
the Borrower’s bank
account, or the
Holder’s withdrawal
of the Specific Daily Repayment
Amount from the Borrower’s bank
account pursuant to an ACH debit
transaction or otherwise is
rejected for any
reason.


 


3.19  Event of Default. Upon the occurrence and during the continuation of any Event of Default specified in Section 3.1 (solely with respect to failure to pay the principal hereof
or interest thereon when due at
the Maturity Date), 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 the Default Sum (as
defined herein). UPON THE OCCURRENCE
AND DURING THE CONTINUATION OF ANY
EVENT OF DEFAULT SPECIFIED IN SECTION
3.2, 3.17, and/or 3.18, 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 and during the continuation of any Event
of Default specified in Sections
3.1 (solely with respect to failure to pay
the principal hereof or interest
thereon when due on this Note
upon a Trading Market Prepayment
Event pursuant to Section 1.7 or upon acceleration), 3.3, 3.4, 3.6, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, and/or 3.16, exercisable through the delivery of written notice to
the Borrower by such Holders (the “Default Notice”), and upon
the occurrence of an Event
of Default specified the remaining
sections of Articles III (other
than failure to pay the principal
hereof or interest thereon at
the Maturity Date specified
in Section 3,1 hereof), 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 the greater
of (i) 150% times the sum of (w) the then outstanding principal amount
of this Note plus (x) accrued and
unpaid interest on the unpaid principal amount
of this Note to the date of payment (the
“Mandatory Prepayment Date”) plus (y) Default Interest, if any,
on the amounts referred to in clauses (w) and/or (x)
plus (z) any amounts owed to the Holder
pursuant to Sections 1.3 and 1.4(g) hereof (the then outstanding principal amount
of this Note to the date of payment plus
the amounts referred to
in clauses (x), (y) and (z) shall collectively
be known as
the “Default Sum”) or
(ii) the “parity value” of the Default Sum to be prepaid, where
parity value means (a) the highest number of shares of
Common Stock issuable upon conversion of or otherwise
pursuant to such Default Sum
in accordance with Article I, treating the Trading Day immediately preceding the
Mandatory Prepayment Date as the
“Conversion Date” for purposes
of determining the lowest applicable Conversion Price,
unless the Default Event arises as
a result of a breach in respect
of a specific Conversion Date in which case
such Conversion Date shall
be the Conversion Date),
multiplied by (b) the highest
Closing Price for the Common Stock during the period
beginning on the date of first occurrence of
the Event of Default and ending
one day prior to the Mandatory Prepayment
Date (the “Default Amount”) 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.


 


If
the Borrower
fails to pay
the Default
Amount within five
(5) business
days of
written notice
that such
amount is
due and
payable, then
the Holder shall
have the
right at
any time, so
long as the Borrower
remains in default (and
so long and to the extent that there
are sufficient authorized shares),
to require the Borrower, upon
written notice,
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.


 


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, 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) upon hand 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:


 


FastFunds
Financial Corporation


319 Clematis Street, Suite
400


West
Palm Beach,
Florida 33401


Attention: Henry
Fong / CEO


Email:
HenryFong1@gmail.com


 


If
to the Holder:


 


CAREBOURN
CAPITAL, L.P.


8700 Black
Oaks Lane N


Maple
Grove, Minnesota 55311


Attn:
Chip Rice, Managing Member


Email:
info@carebourncapital.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 (and
the other Notes issued pursuant
to the Purchase
Agreement) 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. Each
transferee of this Note must
be an
“accredited investor” (as defined
in Rule 501(a) of the 1933 Act). 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.


 


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 Florida
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 courts
of Florida
or in the federal
courts located
in the state of Florida. 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 
Purchase Agreement.
By its acceptance
of this Note,
each party
agrees to
be bound by
the applicable terms of
the Purchase Agreement.


 


4.9 
Notice of Corporate
Events.Except as
otherwise provided
below, the
Holder of
this Note shall
have no
rights as
a Holder of
Common Stock unless
and only
to the extent that it converts
this Note 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 twenty (20) days prior
to the record
date specified
therein (or thirty (30) 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. The Borrower
shall make a public announcement of
any event requiring notification
to the Holder hereunder
substantially simultaneously with the notification to the
Holder in accordance
with the terms of this Section
4.9.


 


4.10 
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.


 


4.11 
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 15% of
the outstanding balance
of this Note
at that
time, 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.


 


4.12 
Right of
First Refusal.
If at
any time
while this Note
is outstanding,
the Borrower
has a
bona fide offer
of capital
or financing from
any 3rd
party, the
Borrower must
first offer
such opportunity to the Holder to provide such capital
or financing to the Borrower on the same
terms as each
respective 3rd
party’s terms. Should the Holder
be unwilling or unable to provide such
capital or financing to the Borrower
within 15 days from 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 same terms and
conditions offered by
the Borrower to
the Holder,
which transaction
must be
completed within
30 days after
the date
of the Offer Notice.
If the Borrower does not complete
such transaction within such time period,
then the Borrower must again offer
the capital or financing opportunity to the Holder
on the same terms, and the
process detailed above shall be repeated.


 


4.13 
Maintenance of
Reserve. In
the event that
the Borrower
fails to maintain
the Reserved
Amount as
of the 115th
day following the
issue date of
this Note,
the Borrower
shall issue a new note (identical
in terms to the Note) which
contains a principal value equal to 25% multiplied
by the aggregated
total principal and accrued interest
owed under
the Note as of
that 115th day (the
Penalty Note”), to the
Holder, as a penalty.
The issuance of
the Penalty Note shall be
in addition to all other applicable
penalties contained
herein.


 


4.14 
ACH Payment
Authorization. Borrower
irrevocably authorizes
Holder’s right
to withdraw (through an ACH debit
or otherwise) $750.00 (the “Specific
Daily Repayment
Amount”) (subject
to adjustment as
provided herein)
from the
Borrower’s bank
account (initially,
the bank account identified on Exhibit
B attached hereto, but also including
any subsequent bank account
of the Borrower if such account
is changed) (the “Bank Account”),
on each business
day, until this
Note is satisfied in full. Borrower
shall provide Holder with
all required access
codes to effectuate any and
all ACH debit transactions
as provided for in this Note.
Borrower understands that it is responsible
for ensuring that at least the Specific
Daily Repayment
Amount remains
in its Bank
Account on
each business
day until this Note is
satisfied in full, and that the Borrower
shall be responsible for any charges
incurred by the Holder
resulting from a rejected ACH attempt,
insufficient funds in
the Bank Account, and/or
all related bank charges.
Such charges shall be immediately added
to the outstanding balance of
the Note. The Specific Daily Repayment
Amount shall automatically adjust to such
prorated higher amount
based upon the addition
of charges to the outstanding
balance of Note, as
well as to
reflect any penalties
incurred or events
of defaults triggered
under the terms
of the Note (to be calculated
as follows: the total
outstanding amount
under the Note (including but
not limited to all principal,
interest, charges,
penalties, and additions due
to any event
of default) divided by the number
of business days
remaining prior to the Maturity
Date). Holder shall not
be responsible for any
overdrafts or rejected transactions
that result from Holder’s
ACH debiting of the Specific Daily Repayment
Amount as provided in this Note and the
exhibits hereto. Holder may
debit the Specific Daily
Repayment Amount each business
day.


 


The Holder
shall be
permitted to aggregate
the Specific Daily Repayment
Amount of all
convertible promissory
notes then issued
by the Borrower
to the Holder,
and withdraw
such aggregated
amount from
the Borrower’s
bank account,
in the interest
of reducing
overall fees associated
with the ACH debit transactions.


 


The
Holder may,
from time
to time, provide
a schedule
to the Borrower
via electronic
mail (each
a “Schedule”)
to HenryFong1@gmail.com,
showing the outstanding
balance of the Note as
well as all ACH debits,
conversion amounts, and/or
all other adjustments as
provided in the Note (the “Schedule”).
If the Borrower does not respond to the
Holder, via electronic mail to Info@CarebournCapital.com,
stating that the respective Schedule
is accurate or disputing the amounts
contained therein (with objective
documentation unequivocally supporting such
dispute), within two (2) business days
of receipt of the respective Schedule,
then the Borrower
shall be deemed
to have irrevocably approved
the amounts contained
in such respective Schedule.


 


 


[SIGNATURE
PAGE FOLLOWS]


 


 




    	 



    	 



    

IN WITNESS WHEREOF,
Borrower has caused this Note to be signed in its name by its duly authorized officer
this June 30, 2016.


 


 


FastFunds
Financial Corporation


 


 


 


By: _________________________


Name: Henry
Fong


Title:  CEO


 


 


Brawnstone Security,
LLC


 


 


 


By:
_________________________


Name:
_______________________


Title:
________________________


 


 




    	 



    	 



    

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 FastFunds
Financial Corporation, a Nevada corporation (the “Borrower”)
according to the conditions of the convertible note
of the Borrower dated as
of June 30, 2016 (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: 
	 	 	 	 	 







	 	 	CAREBOURN
    CAPITAL, L.P.	 
	 	 	8700
    Black Oaks Lane N	 
	 	 	Maple Grove, Minnesota
    55311 	 
	 	 	Attention: Certificate
    Delivery 	 
	 	 	612.889.4671	 
	 	 	 	 
	 	 	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:	 _____________
	 	 	 	 
	 	 	CAREBOURN
    CAPITAL, L.P.	 
	 	 	 	 
	 	 	 	 
	 	 	By:
    _________________________	 
	 	 	Name:
    Chip Rice	 
	 	 	Title:
    Managing Member	 
	 	 	8700
    Black Oaks Lane N	 
	 	 	Maple Grove, Minnesota 55311	 







 


 







    	 



    	 



    

EXHIBIT B


(see
attached)


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	 



    	 



    

 


 


AUTHORIZATION
AGREEMENT FOR
PREAUTHORIZED PAYMENTS


 


 


FastFunds
Financial Corporation,
a Nevada
corporation, and
Brawnstone Security,
LLC, an
Ohio limited
liability company
(collectively the “Company”),
hereby irrevocably authorize
Carebourn Capital,
L.P. (the “Holder”),
to initiate debit and
credit entries to its checking
account indicated below
(the “Account”) and the depository named below
(the “Depository”), to debit
or credit the same to such
Account. The Company further
authorizes the Holder to debit
said Account for such
total outstanding amount
of the convertible promissory note issued
by the Company to Holder
on June 30,
2016 (the “Note”), upon
an Event
of Default
(as defined
in the Note). The Company hereby
represents and
certifies that the Account
is used for commercial and/or
business purposes only.


Depository
Name: US
Bank


 


Name
of Bank Account:
Brawnstone Security, LLC


 


Bank
Address: _________________________________


   _________________________________


 


Routing/ABA Number: 041202582


 


Account
Number: 130120873562


 


A copy
of a voided check for the Account
is attached hereto
as Exhibit “C”. This
authority is to remain in full
force and effect
until the Holder confirms in a
signed writing that the Note
has been satisfied in full, and in a
manner as
to afford the Depository
a reasonable opportunity
to act on it.


 


FastFunds
Financial Corporation


 


 


By: _________________________


Name: Henry
Fong


Title:  CEO


Contact #: ____________________


 


Brawnstone Security,
LLC


 


 


By:
_________________________


Name:
_______________________


Title:
________________________


 


 





    	 



    	 



    

EXHIBIT C


(see
attached)


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 












    	 	 	 



     


    




EXHIBIT D


(see
attached)



 





Representations
and Warranties Regarding
Anti-Money Laundering;
OFAC.


 





	1.1. 	The Borrower should check the Office of Foreign Assets Control (“OFAC”) website at http://www.treas.gov/ofac before making the following representations.
	 	 
	1.2. 	The Borrower represents that the cash amounts to be paid to Carebourn Capital, L.P. (the “Holder”) under the convertible promissory note dated June 30, 2016 (the “Note”), by the Borrower, were not and are not directly or indirectly derived from activities that contravene U.S. federal or state or international laws and regulations, including anti-money laundering laws and regulations. U.S. federal regulations and executive orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at http://www.treas.gov/ofac. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals1 or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists.
	 	 
	1.3. 	To the best of the Borrower’s knowledge, none of: (1) the Borrower; (2) any person controlling or controlled by the Borrower; (3) if the Borrower is a privately-held entity, any person having a beneficial interest in the Borrower; or (4) any person for whom the Borrower is acting as agent or nominee is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs.
	 	 
	1.4. 	To the best of the Borrower’s knowledge, none of: (1) the Borrower; (2) any person controlling or controlled by the Borrower; (3) if the Borrower is a privately-held entity, any person having a beneficial interest in the Borrower; or (4) any person for whom the Borrower is acting as agent or nominee is a senior foreign political figure2, or any immediate family3 member or close associate4 of a senior foreign political figure, as such terms are defined in the footnotes below.







	1.5. 	Borrower hereby represents and warrants that the cash payments under the Note are to be made on its own behalf or, if applicable, and such cash payments do not directly or indirectly contravene United States federal, state, local or international laws or regulations applicable to Borrower, including anti-money laundering laws.
	 	 
	1.6. 	If the Borrower is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Borrower receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Borrower represents and warrants to the Holder that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate.
	 	 
	1.7. 	Upon the written request from the Holder, Borrower agrees to provide all information to the Holder to enable the Holder to comply with all applicable anti-money laundering statutes, rules, regulations and policies. Borrower understands and agrees that the Holder may release confidential information about Borrower and, if applicable, any of its affiliates, directors, officers, trustees, beneficiaries and grantors related thereto, to any person if the Holder, in its sole discretion, determines that such disclosure is necessary to comply with applicable statutes, rules, regulations and policies.







 





 


IN
WITNESS WHEREOF,
Borrower has
caused this
representation letter
to be
signed in
its name by its duly
authorized officer this June
30, 2016.


 


 


FastFunds
Financial Corporation


 


 


By: _________________________


Name: Henry
Fong


Title: 
CEO


 


Brawnstone Security,
LLC


 


 


By:
_________________________


Name:
_______________________


Title:
________________________


 


 


	_______________________

                     

	 	1	These individuals include
    specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and
    embargo programs.
	 	2	A “senior foreign political
    figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches
    of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive
    of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation,
    business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.
	 	3	“Immediate family”
    of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws.
	 	4	A “close associate”
    of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship
    with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international
    financial transactions on behalf of the senior foreign political figure.