Exhibit 10.26


 


THIS
NOTE AND THE SECURITIES ISSUABLE HEREOF HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT
OF 1933 (THE "ACT"), AS
AMENDED, OR UNDER THE SECURITIES LAWS
OF ANY STATE. THESE SECURITIES MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED
EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE
SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
OR AN EXEMPTION THEREFROM. THE
ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE
ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE
OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.


 


EDISON
NATION INC. SENIOR SECURED NOTE


 


	$250,000	December 4th, 2019




 


FOR
VALUE RECEIVED, Edison Nation Inc.,
a Nevada corporation (the "Company"), promises
to pay to 32 Entertainment LLC
(the "Holder") in lawful money of
the United States of
America the Company the principal sum
of $250,000, together
with interest from the date of this issuance Senior
Secured Note (this "Note") by lender on the unpaid principal balance at a
rate equal to 10% per
annum computed on the basis of 360
days a year, as simple
interest. All unpaid principal, together
with any then unpaid and accrued interest and other amounts payable hereunder,
shall be due and payable
on December 4th,
2020 (the "Maturity
Date") or such earlier date
as this Note is permitted
to be repaid as provided hereunder.


 


The
following is a
statement of the
rights of Holder and the conditions to which
this Note is subject,
and to which Holder, by
the acceptance of this Note, agrees:


 


	1.	Payments



 


a.           
Interest. Holder shall be entitled to
receive, and Company
shall pay simple interest on the
outstanding principal amount of this Note
at an annual rate often percent (10%) from the
Original Issuance Date through the Maturity Date.
Interest shall be payable on March 4th, June\ September
4th and on the
Maturity Date when all amounts outstanding in
connection with this Note shall be due and payable (each
an "Interest Payment Date") in cash. If any
Interest Payment Date is not
a Trading Day, the applicable payment shall be
due on the next succeeding Trading
Day. Payment of principal and interest
and shall be made in United States
dollars.


 


The outstanding principal
amount all accrued
unpaid interest thereon and any
other amounts owed
under each Note,
if not sooner
paid, shall be due
and payable on the Maturity Date.


 






     


     


    

 


b.           
Prepayment. The Company, 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. Upon
a Prepayment,
Holder will keep all common
stock and warrants, as
noted in this agreement.


 


All payments
should be made to:


 


Account
holder: 32 Entertainment LLC 

Bank:    JPMorgan Chase Bank,
N.A.


270
Park Avenue 

New York, NY
10017


ABA routing
number: 021000021

 Account number: 559668590


 


 


	2.	Ranking.
The Company
and Holder acknowledge and
agree that this Note rank senior to all other
securities of the Company.
Payment of all or any
portion of the outstanding
principal amount of
this Note and
all interest hereon shall be
senior in right of
payment and in all
other respects to the all other securities of
the Company. Payment of
all or any portion of the
outstanding principal amount of this
Note and all interest hereon shall
be senior in right
of payment and in all
other respects to other indebtedness of the
Company except for Edison Nation
Inc. existing
credit facility with Heritage Bank.



 


Security
Interest. This
Note is secured by
all of the Company's
unencumbered unsecured assets. In
the event that any or
all of the Company's assets are already subject to
liens, this Note shall
be junior to the rights of other lenders,
creditors and other secured parties. During the term
of this Note, the Company
shall only be permitted to enter into
loans junior to the Note, with the
consent of Lender.


 


		a.	As collateral security for
the Company's obligations pursuant to this Note,
the Company hereby pledges,
assigns and transfers
to the Holder a first
priority security interest in and collateral assignment of the
Company's right,
title and interest
in and to all of the
Company's tangible and
intangible property,
including the following, whether
now owned or now due,
or in which
the Company has
an interest, or
hereafter, at
any time in
the future,
acquired, arising or
to become due, or in
which the Company
obtains an interest, and all products,
proceeds, replacements,
substitutions and accessions
of or to any of
the following (collectively, the
"Collateral"):



 


1.
all equipment and all
warranties, express or implied,
related thereto;


 





11.                  
all accounts and accounts receivable;


 










m.                   
all inventory;


 


1v.
                  
all contract rights;


 


 v. 
                    all licenses, permits and approvals by any governmental authority;




 






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vi.                   all general intangibles (including payment
intangibles, software, trademarks, patents,
copyrights or other intellectual property rights of the Company);


 


v11.               
all equipment (including all machinery, furniture, and fixtures);


 


v111.             
all
goods;


 


 ix.
                    all chattel paper (whether tangible or electronic);




 


 x. 
                     all fixtures;




 


xi.                    
all investment property (including all financial assets,
certificated and uncertificated securities, securities
accounts and security entitlements);


 


x11.
                
all letter-of-credit rights;


 


xm.                 
all rights under judgments and all commercial tort
claims;


 


xiv.                  
all books, records and information relating
to the Collateral and/or to the
operation of the Company's business and
all rights of access to such books,
records and information and all property
in which such books, records and information are stored, recorded
and maintained;


 


xv.                    all
insurance proceeds, refunds
and premium rebates, including
proceeds of fire and credit insurance, whether
any of such proceeds, refunds and
premium rebates arise out of any of the foregoing or
otherwise;


 


xv1.                 all
liens, guaranties, rights, remedies and privileges pertaining to any of the foregoing; and


 


xvii.                 all
proceeds and products of each of the foregoing and
all accessions to, substitutions and replacements
for, and rents, profits and products of, each of the foregoing, and
any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Company from time to
time with respect to
any of the foregoing.


 










		b.	The Company
authorizes the Holder
to file or cause to be filed one or more financing statements,
amendments to financing
statements, continuations
to financing statements, in lieu financing statements,
and other similar filings
with any filing or recording office for the purpose of
perfecting or continuing the perfection of or otherwise
establishing Holder's security interest in the Collateral.



 


		c.	So
                                         long as this
                                         Note remains
                                         outstanding, the Company agrees to (i) do, observe and perform or
                                         cause to be done, observed and performed all
                                         of its obligations and all matters and things necessary
                                         to be done, observed and performed for the purpose
                                         of maintaining the Collateral
                                         in good condition, including complying
                                         with and
                                         maintaining in
                                         effect all licenses,
                                         approvals and permits and all contracts and contract
                                         rights related to the
                                         Collateral and (ii) upon the reasonable request of Holder, execute and deliver
                                         such further
                                         instruments and do or cause to be done
                                         such further acts as may be
                                         necessary or
                                         advisable to carry out the intent and purposes of
                                         this Note with
                                         respect to the
                                         Collateral.






 






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	4.	Covenants. As long
as any portion of this Note
remains outstanding, unless the Holder shall have
otherwise given prior written consent, the Company
shall not, directly
or indirectly:



 


		a.	other than
Permitted Indebtedness, enter
into, create, incur, assume, guarantee
or suffer to exist any indebtedness for borrowed money of any kind,
including, but not
limited to, a guarantee,
on or with respect
to any of its property
or assets now owned or hereafter acquired
or any interest therein or any income or profits therefrom;



 


		b.	other than
Permitted Liens,
enter into, create,
incur, assume or suffer
to exist any
Liens of any kind, on
or with respect
to any of its property or
assets now owned or
hereafter acquired or any
interest therein or any income
or profits therefrom;



 


Maturity
Date means December
4, 2020.


 


		6.	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 instructio ns 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.



 


		7.	Default.
The occurrence of any of the following shall
constitute an "
Event of Default"
under this Note:



 


		a.	Failure to
Pay. The Company
shall fail to
pay (i) when due any principal payment
on the due date hereunder
or (ii) any interest
payment or other payment
required under the terms
of this Note on the
date due and such payment
shall not have been
made within five (5)
Business Days
of the Company'
s receipt of written notice by the Required Holders of
such failure to pay;
or



 


		b.	Breaches
of Covenants. The
Company shall
fail to observe or perform
any other covenant, obligation, condition
or agreement contained in this
Note (other than those
specified in Section
9 hereof)
the failure of
which would have a material
adverse
effect on the Company
and such failure shall
continue for thirty (30) days after
the Company's receipt
of written notice by
the Holder to the Company of such
failure; or



 


.£,. Voluntary
Bankruptcy or Insolvency Proceedings. The
Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or
custodian of itself or of all or a substantial
part of its property, (ii) admit
in writing its inability to pay its debts generally
as they mature, (iii) make a
general assignment for the
benefit ofits
orany of its creditors,
(iv) be
dissolved or
liquidated,
(v) commence a voluntary case
or other proceeding seeking
liquidation, reorganization or
other relief with respect
to itself or its
debts under any bankruptcy,
insolvency or other similar law now or hereafter
in effect or consent to any such relief or to the appointment of or taking
possession of its property by
any official in an involuntary case
or other proceeding commenced against it, or
(vi) take any action for the purpose of effecting any of
the foregoing; or


 






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	 	d.	 Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company, or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or any of its subsidiaries, if any, or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within forty-five (45) days of commencement.
	 	 	 
	 	 	Rights
of Holder upon Default. Upon the occurrence of any
Event of Default, hereof and at any time thereafter
during the continuance of such Event of Default, Holder may,
by written notice to
the Company, declare all outstanding obligations payable
by the Company hereunder to
be immediately due and payable, and take possession of and exercise control over, to
the fullest extent
permitted by law, any
Collateral, without presentment,
demand, protest or any other notice of any kind, all of
which are hereby expressly
waived. Upon the occurrence
of any Event of Default without notice,
all principal and accrued and unpaid interest hereunder
shall automatically become immediately due and payable,
and the Holder may take possession of
and exercise control over, to the fullest extent permitted by
law, any Collateral,
without presentment, demand, protest
or any other notice of any kind,
all of which are hereby expressly waived. In addition to
the foregoing remedies, upon
the occurrence and during the continuance
of any Event of Default,
Holder may exercise any other right power or remedy
permitted to it by law,
either by suit in equity
or by action at law, or
both.


	 	 	 
	 	 	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 Company 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 Company.
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
The default rate of interest is 15% per annum.
 
		9.	Equity Consideration.



 


Origination
Shares: 10,000 shares
of restricted common stock as an incentive for Investor to provide the Loan
("Shares").


 


		a.	Price:
                                         The price
                                         will be $1.65,
                                         the effective
                                         closing price on December 3rd,
                                         2019.



 






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		b.	Restriction: The restriction
on the resale of the Stock
shall be six (6) months from the date of issuance or as
otherwise required pursuant to Rule 144
of SEC laws and
regulations pertaining to
restricted stock.



		c.	Warrants:
42,858 warrants with
an exercise price of $1.75, with a five (5)
year term as set forth
in Common Stock Purchase
Warrant Agreement.



		d.	Registration
Rights: The Company will file a
registration statement for the Shares and Warrants within
30 days of the closing date of the loan and
effective within 90 days of
the closing date of the loan.



		e.	Share Reservation: The
Company will at all times reserve sufficient shares for
its authorized capital for all shares underlying
the Note and Warrants.



 


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 Company 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 Company 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 Company, 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.                 Consent to
Amendments: This Note
may be amended, and Company may take
any action prohibited by this
Note or the
Note Agreement, or omit to perform
any act it is required to perform by this Note
or the Note Agreement,
if and only if Company obtains the written consent from 32 Entertainment LLC.


 


3.                 
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.


 






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                                         4.                 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).


 


5.                
Severability Clause:
In case any prov1s10n 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.


 


6.                 
Governing Law:
This Note and all
actions arising out of or in connection
with 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).


 


7.                 Waivers: Company 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.


 


8.                 
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 New
York, New York
and such proceeding shall be before a single
arbitrator who is
mutually agreeable
to the Company and the Payee.
If the Company 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.


 


 9.                 Transaction Documents: means this Note and other related documents executed in connection with the Note. The Company agrees to execute other agreements or documents to effectuate the terms and conditions of this Note.




 


10.             
Attorney Fees: The Company shall pay
Holder' s attorneys'
fees in connection
with review of this Note
and related documents
in connection with the Note.


 


THIS
NOTE AND OTHERRELATED
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 TO FOLLOW]


 






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


 


 





	 	 
	 	 
	 	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
	 	32 ENTERTAINMENT, LLC
	 	/s/ Robert Wolf, Founder
	 	Address:
	 	
        9 Westerleigh Road

        Purchase, NY 10577

	 	E-Mails; Rwolf@32advisors.com
	 	 
	 	Copy to: Nirel Levi

nlevi@32advisors.com




  






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