Exhibit 10.34


 





NOTE AGREEMENT


 


	 	 	 
	$53,500	 	January 17, 2020


 


FOR VALUE RECEIVED,
the undersigned, EDISON NATION, INC., a Nevada corporation (“Maker” or “Company”),
hereby promises to pay to the order of  Richard O’Leary, (“Lender” or “Payee”),
at Payee’s Address, the principal amount of $53,500, together with interest on the unpaid principal balance, payable in accordance
with the terms and condition of this Note Agreement (“Note”) entered into by and between the Company and Lender.


 


The terms and conditions
of this Note are set forth below in Sections A and B.


 


		A.	Terms of Loan.



 


		1.	Loan amount: $53,500



		2.	OID: $3,500



		3.	Incentive Shares: 6,500 shares of restricted common shares of stock of Edison Nation
pursuant to SEC Rule 144.



		4.	Term: 6 months



		5.	Closing date of Loan: January 17, 2020



		6.	Interest: Interest shall accrue beginning on the date hereof on the outstanding principal
amount of this Note at a fixed rate equal to 5.0% per annum calculated on the basis of a 360-day year, as simple interest.



		7.	Payment of Principal and Interest: The outstanding principal amount all accrued unpaid
interest thereon and any other amounts owed under each Note, shall be due and payable on the Maturity Date. 



		8.	Prepayments or Redemptions: The Maker, at its sole discretion, reserves the right
to prepay, prior to the Maturity Date, all or any part of the principal of the Notes without penalty.



		9.	Maturity Date means July 17, 2020



		10.	Manner of Payment upon Maturity: On the Maturity Date, payment of principal and accrued
and unpaid interest on this Note will be made by delivery of a check to Payee at Payee’s address set out in the Note Agreement
or by wire transfer pursuant to instructions from Payee. If the date upon which the payment of principal and interest is required
to be made pursuant to this Note occurs other than on a Business Day, then such payment of principal and interest shall be made
on the next occurring Business Day following said payment date and shall include interest through the next occurring Business Day. 



		11.	Default:



		a.	Any one or more of the following events: (a) failure to pay any principal amount or interest
when due; (b) Maker (i) files any petition seeking a discharge, rearrangement, or reorganization of its debts pursuant to
the bankruptcy laws or any other debtor relief laws of the United States or any state or any other competent jurisdiction, (ii) makes
a general assignment for the benefit of its creditors, or (iii) admits in writing its inability to pay its debts as they mature;
or (c) a petition is filed against Maker seeking to rearrange, reorganize, or extinguish its debts under the provisions of
any bankruptcy or other debtor relief law of the United States or any state or other competent jurisdiction, and such petition
is not dismissed within 45 days, or (d) a court of competent jurisdiction enters an order, judgment, or decree appointing
a receiver or trustee for it or for all or any part of its property. 



		b.	If a Default occurs, and Maker does not cure such Default within thirty (30) days of receiving
notice of the Default from Payee, Payee may, at its option, declare the principal of and the accrued and unpaid interest on, this
Note due and payable by written notice to Maker. Notwithstanding the immediately preceding sentence, if a Default is in respect
of a bankruptcy or insolvency proceeding the principal of this Note, and all accrued and unpaid interest, shall automatically become
immediately due and payable. In addition, Payee may institute judicial proceedings for the collection of the amounts due and may
prosecute such proceeding to judgment or final decree, and may enforce the same against Maker and collect the amount due (together
with reasonable costs of collection, including reasonable attorney’s fees and expenses) adjudged or decreed to be payable
in the manner provided by law out of the property of Maker. Payee may also exercise the rights of a secured party under the Uniform
Commercial Code then in effect in Nevada and under the terms of the other transaction documents, and may exercise any and all other
rights Payee may have at law or in equity. 



 






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		c.	Default rate of interest: 10% per annum.



 


		B.	Other terms and conditions of this Note:



 


		1.	Maximum Rate: Regardless of any provision in this Note or the Note Agreement it is
the intention of Maker and Payee that Payee not (a) contract for, charge, take, reserve, receive or apply, as interest on
all or any part of the principal amount of this Note any amount in excess of the Maximum Rate or the Maximum Amount or (b) receive
any unearned interest in violation of any applicable law. If any acceleration of the maturity of this Note produces a rate in excess
of the Maximum Rate or if the Payee shall for any reason receive any such unearned interest or if any transaction contemplated
hereby would otherwise be usurious under applicable law, then (i) the aggregate of all interest under applicable usury laws
that is contracted for, charged, taken, reserved, received or applied under this Note, or otherwise, shall under no circumstances
exceed the Maximum Amount, (ii) neither Maker nor any other Person shall be obligated to pay the amount of such interest to
the extent that it is in excess of the Maximum Amount, (iii) any excess or unearned interest shall be deemed to be and shall
be treated as a partial prepayment or repayment of principal and any remaining excess or unearned interest will be refunded to
Maker, and (iv) the provisions of this Note immediately shall be deemed reformed, without the necessity of the execution of
any new document or instrument, so as to comply with all applicable usury laws.



		2.	Successors and Assigns:  All covenants and agreements in this Note by or on behalf
of Maker and the Payee shall bind and inure to the benefit of the Maker’s and Payee’s respective successors and assigns. 



		3.	Notices: All notices, requests, waivers and other communications made pursuant to
this Agreement shall be in writing and shall be deemed delivered, given and received when delivered (by hand, by registered mail,
by courier or express delivery service, by e-mail or by facsimile) to the address, e-mail address or facsimile
telephone number set forth beneath the name of such party on its signature page to this Agreement (or to such other address, e-mail address
or facsimile telephone number as such party will have specified in a written notice given to the other parties hereto). 



		4.	Severability Clause: In case any provision in this Note shall be invalid, illegal or unenforceable
in any jurisdiction, the validity, legality and enforceability of the remaining provisions in such jurisdiction shall not in any
way be affected or impaired thereby; provided that such construction does not destroy the essence of the bargain
provided for under this Note or the Note Agreement. 



		5.	Governing Law: This Note shall be governed by and construed in accordance with the
internal laws of the State of Nevada (without regard to principles of choice of law). 



		6.	Waivers: Maker and all sureties, endorsers and guarantors of this Note waive and
right to notice of default or demand, presentment for payment, notice of non-payment, protest, notice of protest, notice
of intent to accelerate, notice of acceleration, and any other notice not specifically required under this note. Failure to exercise
any remedy under this Note does not constitute a waiver of such remedy. 



		7.	Dispute Resolution: All claims, disputes, and controversies arising out of or in
relation to the performance, interpretation, application, or enforcement of this Agreement, including but not limited to breach
thereof, shall be referred to mediation before, and as a condition precedent to the initiation of any adjudicative action or proceeding,
including arbitration. In the event the parties are unable to settle any dispute through mediation within thirty (30) days
of one party notifying the other party of the dispute, such dispute shall be settled by arbitration before the American Arbitration
Association under its then applicable rules. The arbitration proceeding will take place in Phillipsburg, New Jersey and such proceeding
shall be before a single arbitrator who is mutually agreeable to the Maker and the Payee. If the Maker and the Payee are unable
to agree on an arbitrator within thirty (30) days after either party first proposes an arbitrator to conduct the proceeding,
then each party shall select an arbitrator and the two arbitrators shall select a third arbitrator, which third arbitrator shall
conduct the proceeding. The decision of the arbitrator shall be final and binding upon the parties. The arbitrator shall render
his award not later than thirty (30) days after the conclusion of the hearing. The decision and award shall be in writing,
and counterpart copies shall be delivered to each of the parties. In rendering an award, the arbitrator shall have no power to
modify any of the provisions of this Agreement, and the jurisdiction of the arbitrator is expressly limited accordingly. Judgment
may be entered on the award of the arbitrator and may be enforced in any competent court having jurisdiction.



 






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		8.	Transaction Documents: The parties agree to execute other agreements or documents
to effectuate the terms and conditions of this Note.



 


THIS NOTE AND OTHER
RELATED DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN MAKER AND PAYEE AND MAY NOT BE CONSTRUED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS
OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. 


 


THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES. 


 


 


[SIGNATURE PAGE FOLLOWS]


 






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BY SIGNING BELOW, THE PARTIES AGREE TO THE TERMS AND CONDITIOS
OF THIS NOTE.


 








	 	MAKER – THE COMPANY
	 	 
	 	EDISON NATION, INC.
	 	 
	 	/s/ Chris Ferguson
	 	By: 	Chris Ferguson, CEO
	 	 	Address:
	 	 	909 New Brunswick Ave
	 	 	Phillipsburg, NJ 08865
	 	 	E-Mail:
	 	 	cferguson@edisonnation.com
	 	 
	 	 
	 	LENDER – PAYEE
	 	 
	 	/s/ Richard O’Leary
	 	Richard O’Leary
	 	 
	 	 	Address:
	 	 	2819 4th St.
	 	 	Boulder, CO 80304
	 	 
	 	 	E-Mail:
	 	 	Rich@oleary.net




 






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