Exhibit 10.16


 


NOTE CONVERSION AGREEMENT


 


THIS NOTE CONVERSION
AGREEMENT (the “Agreement”) is made effective as of September 24, 2014 by and between IIM GLOBAL
CORPORATION, a Delaware corporation (the “Company”) and PENN INVESTMENTS, INC., a Florida corporation
(the “Lender”).


 


RECITALS


 


WHEREAS, the
Company has borrowed an aggregate of $1,110,000 from the Lender on the dates and under the promissory notes set forth on Schedule
A attached hereto (each, a “Note” and collectively, the “Notes”) which
evidences indebtedness of the Company owed to the Lender.


 


WHEREAS, Mr.
Douglas Solomon, the Company’s Chief Executive Officer and member of its Board of Directors, is the control person of the
Lender.


 


WHEREAS, the
parties have agreed to convert all principal and accrued but unpaid interest due under the Notes into shares of the Company’s
common stock, par value $0.0001 per share (the “Company Common Stock”) pursuant to the terms and conditions
of this Agreement.


 


NOW, THEREFORE,
in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby,
the Company and the Lender hereby agree as follows:


 


1.           Conversion
of the Notes. The Lender hereby converts all principal and accrued interest due under the
Notes as set forth on Schedule A hereto into an aggregate of 2,915,000 Company Common Shares, based upon a conversion price per
share of $0.40, in full and complete satisfaction of the Notes. The parties intend that the issuance of the Company Common Shares
upon the conversion of the Notes pursuant to the terms of this Agreement is an exempt issuance under the Securities Act of 1933,
as amended (the “Securities Act”) in reliance on an exemptions provided
by Sections 3(a)(9) and 4(a)(2) of such act. The Company shall cause the certificate representing the Company Common Shares to
be issued to the Lender as soon as practicable following the execution of this Agreement by all parties thereto. Upon such delivery,
the Lender shall deliver the original Notes to the Company, which such Notes shall be marked as “CANCELLED.”


 


2.           Representations
and Warranties of the Company. The Company hereby
represents and warrants to the Lender that as of the date of this Agreement: 


 


2.1           All
corporate action on the part of the Company necessary for the authorization, execution and delivery of this Agreement and the Company
Common Shares, the performance of all obligations of the Company hereunder and thereunder
and the authorization, issuance and delivery of the Company Common Shares has been taken, and this Agreement has been duly executed
and delivered by the Company and constitutes a valid and legally binding obligation of
the Company, enforceable in accordance with its terms subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles. 


 




    	 



    	 



    

 


2.2           The
Company Common Shares that are being issued to the Lender pursuant to this Agreement are duly and validly authorized and, when
issued, sold and delivered in accordance with the terms hereof for the consideration duly expressed herein, will be duly and validly
issued, fully paid and nonassessable.


 


3.           Representations
and Warranties of Lender. The Lender hereby represents and warrants to the Company
that: 


 


3.1           The
Lender is acquiring the Company Common Shares for its own account with the present intention of holding such securities for purposes
of investment, and that it has no intention of distributing such Company Common Shares or selling, transferring or otherwise disposing
of such Company Common Shares in a public distribution, in any of such instances, in violation of the federal securities laws of
the United States of America. 


 


3.1           The
Lender understands that (a) the Company Common Shares are "restricted securities," as defined in Rule 144 promulgated
under the Securities Act; (b) such Company Common Shares have not been registered under the Securities Act, and are being or will
be issued in reliance on exemptions contained in Sections 3(a)(9) and 4(a)(2) of the Securities Act; (c) the Company Common Shares
may not be distributed, re-offered or resold except through a valid and effective registration statement or pursuant to a valid
exemption from the registration requirements under the Securities Act; and (d) until such time as the Company Common Shares become
eligible for sale by it, either pursuant to the registration of such shares under the Securities Act, or pursuant to a valid exemption
from such registration, the certificates evidencing the Company Common Shares shall contain the following legend:


 


“The shares
of common stock evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”).
Such shares may not be sold, transferred, pledged, hypothecated or otherwise disposed of unless they have been so registered or
the issuer of such shares shall have received an opinion of counsel satisfactory to it to the effect that registration thereof
for purposes of transfer is not required under the Act or the securities laws of any state.”


 


3.2           The
Lender is fully aware of the restrictions on sale, transferability and assignment of the Company Common Shares, and that it must
the economic risk of retaining ownership of such securities for an indefinite period of time. The Lender is an “accredited
investor,” as such term is defined in Regulation D promulgated under the Securities Act. The Lender understands that its
acquisition of the Company Common Shares is a speculative investment, and the Lender represents that it is able to bear the risk
of such investment for an indefinite period, and can afford a complete loss thereof.


 


3.3           This
Agreement was prepared by Pearlman Schneider LLP, counsel for the Company. The Lender acknowledges that, in executing this Agreement,
it has had the opportunity to seek the advice of independent legal and/or tax counsel, and has read and understood all of the terms
and provisions of this Agreement.


 


4.           Miscellaneous.


 


4.1           All
notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given
or made if and when delivered personally or by overnight courier to the parties at the following addresses or sent by electronic
transmission, with confirmation received, to the telecopy numbers specified below (or at such other address or telecopy number
for a party as shall be specified by like notice): 


 




    	 



    	 



    

 


	If to the Lender:	5301 Barcara Cove
	 	Lake Mary, FL  32746
	 	Telecopier (407) 951-8634
	 	 
	 	 
	To the Company:	160 E. Lake Brantley Drive
	 	Longwood, FL  32779
	 	Telecopier (407) 951-8634


 


4.2           This
Agreement shall be binding upon, and inure to the benefit of, the respective successors, assigns, heirs, executors and administrators
of the parties hereto and their respective successors and assigns, and no other person shall have any right, benefit or obligation
under this Agreement as a third party beneficiary or otherwise. 


 


4.3           This
Agreement shall be governed by and construed under the laws of the State of Florida, without regard to any applicable conflict
of laws. 


 


4.4           This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Any term of this Agreement may be amended or waived, only with the written consent of the
Company and the Lender. If one or more provisions of this Agreement are held to be unenforceable
under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted
as if such provision were so excluded and shall be enforceable in accordance with its terms. 


 


4.5           This
Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all
other written or oral agreements existing between the parties hereto are expressly canceled.


 


IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first above written.


 


	 	IIM GLOBAL CORPORATION
	 	 	 
	 	By:	/s/Thomas Szoke
	 	Thomas Szoke, Chief Technology Officer


 


	 	PENN INVESTMENTS, INC.
	 	 
	 	By:	/s/Douglas Solomon
	 	Douglas Solomon, Chief Executive Officer


 




    	 



    	 



    

 


Schedule A


 


PROMISSORY NOTE


 


	AMOUNT: $600,000.00	March 31, 2014


 


FOR VALUE RECEIVED, IIM Global Corporation
(hereinafter refer to as the, “Borrower”), promises to pay Penn Investments Inc (hereafter refer to as the  "Lender"),
at 5301 Bacara Cove, Lake Mary, Florida 32746, or at such other place as Holder hereof may from time to time designate in writing,
the principal sum of Six Hundred Thousand Dollars ($600,000.00), with interest accruing on the unpaid principal at the rate of
Fifteen percent (15%) per annum from March 31, 2014 until paid. The aforementioned principal sum represents monies to be loaned
to IIM Global Corporation by Penn Investments Inc. The principal and interest under this Promissory Note is payable in full at
the end of 6 (six) months September 30, 2014.This Promissory Note may, in whole or in part, be prepaid without penalty before the
maturity date hereof.


 


Should the “Borrower” default under or otherwise
breach this Promissory Note and not cure said default or breach on or before the tenth (10th) day after the Lender gives the Borrower
written notice thereof, by personal delivery or certified mailing, all principal remaining unpaid and interest accruing thereon
shall, at the option of the lender, become immediately due and payable to the Lender.  Notice shall be deemed given on the
date of personal delivery or date of mailing, whichever applies.  No delay or failure in giving notice of said default or
breach shall constitute a waiver of the right of the Lender to exercise said right in the event of a subsequent or continuing default
or breach.  Furthermore, in the event of such default or breach, the Borrower promises to pay the Lender all collection and/or
litigation costs incurred, including reasonable attorney fees and court costs, whether judgment is rendered or not.


 


This Promissory Note has been entered into and shall be performed
in Seminole County, Florida, and shall be construed in accordance with the laws of Florida and any applicable federal statutes
or regulations of the United States.  Any claims or disputes concerning this Note shall, be adjudicated in Seminole County,
Florida.


 


IN WITNESS WHEREOF, this Agreement was executed as of
the date first above written.


 


	IIM Global Corporation	 	Penn Investments Inc
	 	 	 
	/s/David S. Jones	 	/s/Douglas Solomon
	Signed on behalf of IIM Global Corporation	 	Signed on behalf of Penn Investments Inc
	By David S. Jones, President & CEO	 	By Douglas Solomon, President & CEO


 




    	 



    	 



    

 


PROMISSORY NOTE


 


	AMOUNT: $310,000.00	April 30, 2014


 


FOR VALUE RECEIVED, IIM Global Corporation
(hereinafter refer to as the , “Borrower”), promises to pay Penn Investments Inc (hereafter refer to as the  "Lender"),
at 5301 Bacara Cove, Lake Mary, Florida 32746, or at such other place as Holder hereof may from time to time designate in writing,
the principal sum of Three Hundred Ten Thousand Dollars ($310,000.00), with interest accruing on the unpaid principal at the rate
of Fifteen percent (15%) per annum from June 1, 2014 until paid. The aforementioned principal sum represents monies to be loaned
to IIM Global Corporation by Penn Investments Inc at the end of May 2014 to finalize the purchase of the building located at 165
E. Lake Brantley Drive Longwood, Florida. The principal and interest under this Promissory Note is payable in full at the end of
6 (six) months November 30, 2014.This Promissory Note may, in whole or in part, be prepaid without penalty before the maturity
date hereof.


 


Should the “Borrower” default under or otherwise
breach this Promissory Note and not cure said default or breach on or before the tenth (10th) day after the Lender gives the Borrower
written notice thereof, by personal delivery or certified mailing, all principal remaining unpaid and interest accruing thereon
shall, at the option of the lender, become immediately due and payable to the Lender.  Notice shall be deemed given on the
date of personal delivery or date of mailing, whichever applies.  No delay or failure in giving notice of said default or
breach shall constitute a waiver of the right of the Lender to exercise said right in the event of a subsequent or continuing default
or breach.  Furthermore, in the event of such default or breach, the Borrower promises to pay the Lender all collection and/or
litigation costs incurred, including reasonable attorney fees and court costs, whether judgment is rendered or not.


 


This Promissory Note has been entered into and shall be performed
in Seminole County, Florida, and shall be construed in accordance with the laws of Florida and any applicable federal statutes
or regulations of the United States.  Any claims or disputes concerning this Note shall, be adjudicated in Seminole County,
Florida.


 


IN WITNESS WHEREOF, this Agreement was executed as of
the date first above written.


 


	IIM Global Corporation	 	Penn Investments Inc
	 	 	 
	/s/David S. Jones	 	/s/Douglas Solomon
	Signed on behalf of IIM Global Corporation	 	Signed on behalf of Penn Investments Inc
	By David S. Jones, President & CEO.	 	By Douglas Solomon, President & CEO


 




    	 



    	 



    

 


PROMISSORY NOTE


 


	AMOUNT: $180,000.00	August 7, 2014


 


FOR VALUE RECEIVED, IIM Global Corporation
(hereinafter refer to as the , “Borrower”), promises to pay Penn Investments Inc (hereafter refer to as the  "Lender"),
at 5301 Bacara Cove, Lake Mary, Florida 32746, or at such other place as Holder hereof may from time to time designate in writing,
the principal sum of One Hundred Eighty Thousand Dollars ($180,000.00), with interest accruing on the unpaid principal at the rate
of Fifteen percent (15%) per annum from August 7, 2014 until paid. The aforementioned principal sum represents monies loaned to
IIM Global Corporation by Penn Investments Inc to cover the ongoing operational monthly expenses of IIM Global Corporation. The
principal and interest under this Promissory Note is payable in full on January 30,2015.This Promissory Note may, in whole or in
part, be prepaid without penalty before the maturity date hereof.


 


Should the “Borrower” default under or otherwise
breach this Promissory Note and not cure said default or breach on or before the tenth (10th) day after the Lender gives the Borrower
written notice thereof, by personal delivery or certified mailing, all principal remaining unpaid and interest accruing thereon
shall, at the option of the lender, become immediately due and payable to the Lender.  Notice shall be deemed given on the
date of personal delivery or date of mailing, whichever applies.  No delay or failure in giving notice of said default or
breach shall constitute a waiver of the right of the Lender to exercise said right in the event of a subsequent or continuing default
or breach.  Furthermore, in the event of such default or breach, the Borrower promises to pay the Lender all collection and/or
litigation costs incurred, including reasonable attorney fees and court costs, whether judgment is rendered or not.


 


This Promissory Note has been entered into and shall be performed
in Seminole County, Florida, and shall be construed in accordance with the laws of Florida and any applicable federal statutes
or regulations of the United States.  Any claims or disputes concerning this Note shall, be adjudicated in Seminole County,
Florida.


 


IN WITNESS WHEREOF, this Agreement was executed as of
the date first above written.


 


	IIM Global Corporation	 
	 	 
	/s/ Thomas Szoke	 
	Signed on behalf of IIM Global Corporation	 
	By Thomas Szoke, CTO & Executive-VP / Director	 


 




    	 



    	 



    

 


PROMISSORY NOTE


 


	AMOUNT: $20,000.00	July 15, 2014


 


FOR VALUE RECEIVED, IIM Global Corporation
(hereinafter refer to as the , “Borrower”), promises to pay Penn Investments Inc (hereafter refer to as the  "Lender"),
at 5301 Bacara Cove, Lake Mary, Florida 32746, or at such other place as Holder hereof may from time to time designate in writing,
the principal sum of Twenty Thousand Dollars ($20,000.00), with interest accruing on the unpaid principal at the rate of Fifteen
percent (15%) per annum from July 15, 2014 until paid. The aforementioned principal sum represents monies loaned to IIM Global
Corporation by Penn Investments Inc to cover the ongoing operational monthly expenses of IIM Global Corporation. The principal
and interest under this Promissory Note is payable in full on January 30,2015.This Promissory Note may, in whole or in part, be
prepaid without penalty before the maturity date hereof.


 


Should the “Borrower” default under or otherwise
breach this Promissory Note and not cure said default or breach on or before the tenth (10th) day after the Lender gives the Borrower
written notice thereof, by personal delivery or certified mailing, all principal remaining unpaid and interest accruing thereon
shall, at the option of the lender, become immediately due and payable to the Lender.  Notice shall be deemed given on the
date of personal delivery or date of mailing, whichever applies.  No delay or failure in giving notice of said default or
breach shall constitute a waiver of the right of the Lender to exercise said right in the event of a subsequent or continuing default
or breach.  Furthermore, in the event of such default or breach, the Borrower promises to pay the Lender all collection and/or
litigation costs incurred, including reasonable attorney fees and court costs, whether judgment is rendered or not.


 


This Promissory Note has been entered into and shall be performed
in Seminole County, Florida, and shall be construed in accordance with the laws of Florida and any applicable federal statutes
or regulations of the United States.  Any claims or disputes concerning this Note shall, be adjudicated in Seminole County,
Florida.


 


IN WITNESS WHEREOF, this Agreement was executed as of
the date first above written.


 


	IIM Global Corporation	
	 	 
	/s/ Thomas Szoke	 
	Signed on behalf of IIM Global Corporation	 
	By Thomas Szoke, CTO & Executive-VP / Director