Exhibit 10.4 


 


NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS DOCUMENT 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 AND REASONABLY APPROVED BY THE
COMPANY), 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. 


 


CONVERTIBLE
PROMISSORY NOTE 


 


	December ___, 2015	Principal Amount: $600,000


 


FOR VALUE RECEIVED, Foothills Petroleum,
Inc., a Nevada corporation (the “Company”), hereby promises to pay to the order of Alternus
Capital Holdings Limited, a corporation organized under the laws of the British Virgin Islands, or its successors or assigns
( the “Holder”), the principal amount of Six Hundred Thousand and 00/100 United States Dollars (US$600,000.00)
on or prior to December __, 2017 or such earlier or later date as is set forth in the Securities Purchase Agreement defined below
(the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the eight percent (8%)
per annum (the “Applicable Rate”) calculated at and commencing as of the date the proceeds hereunder are funded
to the Company (the “Funding Date”), in accordance with the terms hereof. (Any term not defined herein shall
have the meaning set forth in the Purchase Agreement.)


 


1.          Payments
of Principal and Interest.


 


(a)          Payment
of Principal. The principal amount of this Note shall be paid to the Holder on or prior to the Maturity Date.


 


(b)          Payment
of Interest. Interest on the unpaid principal balance of this Note shall accrue at the Applicable Rate commencing on the Funding
Date. Interest shall be computed on the basis of a 365-day year and paid for the actual number of days elapsed. Accrued and unpaid
interest under this Note shall be paid in full on the Maturity Date. Any accrued but unpaid interest shall be converted as set
forth herein.


 


(c)          Payment
of Default Interest. Any amount of principal or interest on this Note which is not paid when due shall bear interest from the
date due until such past due amount is paid at a rate of interest equal to the Applicable Rate plus four percent (4%) per annum
(the “Default Rate”).


 



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(d)          General
Payment Provisions. All payments of principal and interest on this Note shall be made in lawful money of the United States
of America by certified bank check or wire transfer to such account as the Holder may designate by written notice to the Company
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 Business Day. For purposes of this Note,
“Business Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the State of
California are authorized or required by law or executive order to remain closed.


 


		2.	Conversion of Note.



 


(a)          Mandatory
Conversion. The unpaid principal and accrued and unpaid interest on the Note shall automatically convert into shares of common
stock of Pubco (in the Purchase Agreement) upon the completion of the Pubco Merger. The conversion price per share of Pubco Common
Stock shall be $0.665 or such other amount that on conversion will yield no less of than 30% of the then outstanding Pubco
Common Stock to the Holder. The number of shares into which the Note is convertible are referred to herein as the “Conversion
Shares”. The Company shall notify the Holder in writing of the completion of the Merger and within ten (10) Business
Days after completion of the Merger (the “Closing”), the Company shall instruct Pubco’s transfer agent
to issue and surrender to a nationally recognized overnight courier for delivery to the address specified by Holder, a certificate,
registered in the name of the Holder, for the number of Conversion Shares to which the Holder shall be entitled.


 


(1)         Record
Holder. The person or persons entitled to receive the shares of Pubco Common Stock issuable upon a conversion of this
Note shall be treated for all purposes as the record holder(s) of such shares of Pubco Common Stock as of the Conversion
Date.


 


(2)         Transfer
Taxes. The issuance of certificates for shares of the Pubco Common Stock on conversion of this Note shall be made without
charge to the Holder hereof for any documentary stamp or similar taxes, or any other issuance or transfer fees of any nature or
kind that may be payable in respect of the issue or delivery of such certificates, any such taxes or fees, if payable, to be paid
by the Company.


 


(3)         No
Fractional Shares. No fractional Pubco Common Stock or scrip certificates in respect thereof shall be issued upon conversion
of any this Note. Instead of any fractional Pubco Common Stock which would otherwise be issuable upon conversion of any convertible
note, the Company shall pay a cash adjustment in respect of such fraction (calculated to the nearest 1/100 of a share) in an amount
in Dollars equal to the same fraction of the current market price per share of Common Stock (as calculated by the Company, whose
determination shall be conclusive and described in a Company’s resolution) at the close of business on the day of conversion,
or alternatively, at the Borrower’s option, the Borrower shall round up the conversion transaction to the next higher whole
share.


  



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3.          Voting
Rights. The Holder shall have no voting rights under this Note, except as required by applicable law, and as expressly provided
in this Note.



 


4.          Defaults
and Remedies.


 


(a)          Events
of Default. The occurrence of any of the following events shall constitute an “Event of Default” hereunder:
(i) the Company shall fail to pay any installment of interest, principal or other sums due under this Note within ten (10) business
days of when any such payment shall be due and payable; (ii) the Company makes an assignment for the benefit of creditors; (iii)
any order or decree is rendered by a court which appoints or requires the appointment of a receiver, liquidator or trustee for
the Company, and the order or decree is not vacated within sixty (60) days from the date of entry thereof; (iv) any order or decree
is rendered by a court adjudicating the Company insolvent, and the order or decree is not vacated within sixty (60) days from the
date of entry thereof; (v) the Company files a petition in bankruptcy under the provisions of any bankruptcy law or any insolvency
act; (vi) the Company admits, in writing, its inability to pay its debts as they become due (provided, however, that receipt by
the Company of an audit letter from its accountants questioning the viability of the Company as a going concern shall not, in and
of itself, be construed as an admission by the Company of its inability to pay its debts as they become due); (vii) a proceeding
or petition in bankruptcy is filed against the Company and such proceeding or petition is not dismissed within ninety (90) days
from the date it is filed; (viii) the Company files a petition or answer seeking reorganization or arrangement under the bankruptcy
laws or any law or statute of the United States or any other foreign country or state; or (ix) the Company shall fail to perform,
comply with or abide by any of the stipulations, agreements, conditions and/or covenants contained in this Note on the part of
the Company to be performed complied with or abided by, and such failure is not cured within thirty (30) days after written notice
of such failure is delivered by Holder to the Company.


 


(b)          Remedies.
Upon the occurrence of one or more Events of Default, the Holder, at its option and without further notice, demand or presentment
for payment to the Company or others, may declare the then outstanding principal balance of this Note, together with all other
sums due under the Note, immediately due and payable, together with all accrued and unpaid interest thereon and thereafter all
such sums shall bear interest at the Default Rate, together with all reasonable attorneys’ fees, paralegals’ fees and
costs and expenses incurred by the Holder in collecting or enforcing payment thereof (whether such reasonable fees, costs or expenses
are incurred in negotiations, all trial and appellate levels, administrative proceedings, bankruptcy proceedings or otherwise),
and all other sums due by the Company hereunder, all without any relief whatsoever from any valuation or appraisement laws and
payment thereof may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to the Holder
at law, in equity, or under this Note.


 


5.          Lost
or Stolen Note. Upon notice to the Company of the loss, theft, destruction or mutilation of this Note, and, in the case of
loss, theft or destruction, of an indemnification undertaking by the Holder to the Company in a form reasonably acceptable to the
Company and customary for similar circumstances in commercial lender/borrower circumstances, and, in the case of mutilation, upon
surrender and cancellation of the Note, the Company shall execute and deliver a new Note of like tenor and date and in substantially
the same form as this Note; provided, however, the Company shall not be obligated to re-issue a Note if the Holder contemporaneously
requests the Company to convert such remaining principal amount and interest into Common Stock.


 



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6.          Cancellation.
After all principal, accrued interest and all other sums at any time owed on this Note have been paid in full, this Note shall
automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be re-issued.


 


7.          Governing
Law. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Note shall be governed by, the laws of the State of California, without giving effect to
provisions thereof regarding conflict of laws. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of
the state and federal courts sitting in the State of California for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper,
provided, however, nothing contained herein shall limit the Holder’s ability to bring suit or enforce this Note in any other
jurisdiction. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any
such suit, action or proceeding by sending by certified mail or overnight courier a copy thereof to such party at the address indicated
in the preamble hereto 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 manner permitted by law.


 


8.          Remedies,
Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies of the Holder as provided herein shall be
cumulative and concurrent and may be pursued singly, successively or together, at the sole discretion of the Holder, and may be
exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be
construed as a waiver or release thereof.


 


9.          Specific
Shall Not Limit General; Construction. No specific provision contained in this Note shall limit or modify any more general
provision contained herein. This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed
against any person as the drafter hereof.


 


10.         Failure
or Indulgence Not Waiver. Holder shall not be deemed, by any act of omission or commission, to have waived any of its rights
or remedies hereunder, unless such waiver is in writing and signed by Holder, and then only to the extent specifically set forth
in the writing. A waiver on one event shall not be construed as continuing or as a bar to or waiver of any right or remedy to a
subsequent event.


 



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11.         Notice.
Notice shall be given to each party at the address indicated in the Securities Purchase Agreement or at such other address as provided
to the other party in writing.


 


12.         Usury
Savings Clause. Notwithstanding any provision in this Note, the total liability for payments of interest and payments in the
nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed
to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Note or any other applicable
law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation,
all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result
in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws
of the jurisdiction governing this Note, all sums in excess of those lawfully collectible as interest for the period in question
shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding
principal balance of this Note immediately upon receipt of such sums by the Holder hereof, with the same force and effect as though
the Company had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance
and the Holder hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Holder
of this Note may, at any time and from time to time, elect, by notice in writing to the Company, to waive, reduce, or limit the
collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the
outstanding principal balance. It is the intention of the parties that the Company does not intend or expect to pay nor does the
Holder intend or expect to charge or collect any interest under this Note greater than the highest non-usurious rate of interest
that may be charged under applicable law.


 


13.         Binding
Effect. This Note shall be binding upon the Company and the successors and assigns of the Company and shall inure to the benefit
of Holder and the successors and assigns of Holder.


 


14.         Severability.
In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal, or unenforceable,
in whole or in part, in any respect, or in the event that any one or more of the provisions of this Note operates or would prospectively
operate to invalidate this Note, then and in any of those events, only such provision or provisions shall be deemed null and void
and shall not affect any other provision of this Note. The remaining provisions of this Note shall remain operative and in full
force and effect and shall in no way be affected, prejudiced, or disturbed thereby.


 


15.         Participations.
Holder may from time to time sell or assign, in whole or in part, or grant participations in this Note and/or the obligations evidenced
hereby, subject, however, to first obtaining the Company’s written consent. The holder of any such sale, assignment or participation,
if the applicable agreement between Holder and such holder so provides, shall be: (a) entitled to all of the rights, obligations
and benefits of Holder (to the extent of such holder’s interest or participation); and (b) deemed to hold and may exercise
the rights of setoff or banker’s lien with respect to any and all obligations of such holder to the Company (to the extent
of such holder’s interest or participation), in each case as fully as though the Company was directly indebted to such holder.


 



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16.         Amendments.
The provisions of this Note may be changed only by a written agreement executed by the Company and Holder.


 


[Signature
pages follows] 


 




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IN WITNESS WHEREOF, the Company has
caused this Note to be executed on and as of the date set forth above.


 





	 	FOOTHILLS PETROLEUM, INC., a 

Nevada corporation 
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	Chief Executive Officer




 



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