Exhibit 10.7


 








 


THIS NOTE HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES
LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL
RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES
MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR
RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


GW HOLDINGS GROUP, LLC


COLLATERALIZED SECURED PROMISSORY NOTE


BACK
END NOTE


 





	$52,500.00	New York, New York
	 	August 21, 2019




 





	1.	Principal and Interest



 


FOR
VALUE RECEIVED, GW Holdings Group, LLC, a New York Limited Liability Company (the "Company")
hereby absolutely and unconditionally promises to pay to Ozop Surgical Corporation, a Nevada Corporation (the "Lender"),
or order, the principal amount of Fifty Two Thousand Five Hundred Dollars ($52,500.00) no later than May 21, 2020, unless
the Lender does not meet the "current information requirements" required under Rule 144 of the Securities Act of 1933,
as amended, in which case the Company may declare the offsetting note issued
by the Lender on the same date herewith to be in Default (as defined in that note)
and cross cancel its payment obligations under this Note as well as the Lenders payment obligations under the offsetting note.
This Full Recourse Note shall bear simple interest at the rate of 12%.


 


	2.	Repayments and Prepayments; Security.



 


a.
All principal under this Note shall be due and payable no later than May 21, 2020, unless
the Lender does not meet the "current information requirements" required
under Rule 144 of the Securities Act of 1933, as amended, in which case the Company
may declare the offsetting note issued by the Lender on the same date herewith to be in Default (as defined in that note) and
cross cancel its payment obligations under this Note as well as the Lenders payment
obligations under the offsetting note.


 


b.
The Company may pay this Note
at any time. This note may not be assigned by the Lender, except by operation of law.


 


c.
This Note shall initially be secured by the pledge of the $52,500.00, 12%, convertible
promissory note issued to the Company by the Lender on even date herewith, (the “Lender
Note”).


 


The
Company may exchange this collateral for other collateral with an appraised value of at least $52,500.00, by providing 3 days
prior written notice to the Lender. If the Lender does not object to the substitution of collateral in that 3-day period, such
substitution of collateral shall be deemed to have been accepted by the Lender.
Notwithstanding the foregoing, an exchange of collateral for $52,500.00 in cash shall not require the approval of the Lender.
All collateral shall be retained by Cassi Olson, Esq., which shall act as the escrow agent for the collateral for the benefit
of the Lender. The Company may not effect any conversions under the Lender Note until
it has made full cash payment for the portion of the Lender Note being converted.


 


	3.	Events of Default; Acceleration.




 


a. The
principal amount of this Note is subject to prepayment, in whole or in part, upon the occurrence and during the continuance of
any of the following events (each, an "Event of Default"):
the initiation of any bankruptcy, insolvency, moratorium, receivership or reorganization by or against the Company, or
a general assignment of assets by the Company for the benefit of creditors. Upon the occurrence
of any Event of Default, the entire unpaid principal balance of this Note and all of the unpaid interest accrued
thereon shall be immediately due and payable. The Company may offset amounts
due to the Lender under this Note by similar amounts that may be due to the Company by the Lender resulting from breaches under
the Lender Note.


 


b. No remedy herein conferred upon the Lender is intended to be exclusive
of any other remedy and each and every remedy shall be cumulative and in addition
to every other remedy hereunder, now or hereafter existing at law or in equity or otherwise. The Company accepts and agrees that
this Note is a full recourse note and that the Holder may exercise any and all remedies available to it under law.


 


	4.	Notices.



 


a.
All notices, reports and other communications required or permitted hereunder shall be in
writing and may be delivered in person, by telecopy with written confirmation, overnight delivery service or U.S. mail, in which
event it may be mailed by first-class, certified or registered, postage prepaid, addressed
(i) if to a Lender, at such Lender's address as the Lender shall have furnished the
Company in writing and (ii) if to the Company at such address as the Company shall
have furnished the Lender(s) in writing.


 


b.
Each such notice, report or other communication shall, for all purposes, under this Note be
treated as effective or having been given when delivered if delivered personally or, if sent by mail, at the earlier of its receipt
or 72 hours after the same has been deposited in a regularly maintained receptacle
for the deposit of the United States mail, addressed and mailed as aforesaid, or, if sent by electronic communication with confirmation,
upon the delivery of electronic communication.


 


	5.	Miscellaneous.






 


a.
Neither this Note nor any provisions hereof may be changed, waived, discharged or terminated
orally, but only by a signed statement in writing.


 


b. No
failure or delay by the Lender to exercise any right hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege preclude any other right, power or privilege. The
provisions of this Note are severable and if any one provision hereof shall be held invalid or unenforceable, in whole or in part,
in any jurisdiction, such invalidity or unenforceability shall affect only such provision in such jurisdiction. This Note expresses
the entire understanding of the parties with respect to the transactions contemplated hereby. The Company and every endorser and
guarantor of this Note regardless of the time, order or place of signing hereby waives presentment, demand, protest and notice
of every kind, and assents to any extension or postponement of the time for payment or any other indulgence, to any substitution,
exchange or release of collateral, and to the addition or release of any other party or person primarily or secondarily liable.


 


c. If
Lender retains an attorney for collection of this Note, or if any suit or proceeding is brought
for the recovery of all, or any part of, or for protection of the indebtedness respected by this Note, then the Company agrees
to pay all costs and expenses of the suit or proceeding, or any appeal thereof, incurred
by the Lender, including without limitation, reasonable attorneys' fees.


 


d. This
Note shall for all purposes be governed by, and construed in accordance with the laws of the State of New York (without reference
to conflict of laws).


 


e.
This Note shall be binding upon the Company's successors and assigns, and shall inure to
the benefit of the Lender's successors and assigns.



    	 	 	 



     


    




IN WITNESS WHEREOF, the Company
has caused this Note to be executed by its duly authorized officer to take effect as of the date herein above written.


 


GW
HOLDINGS GROUP, LLC


 


By: _______________________________


Title: _____________________________


 


 





APPROVED


 


 


OZOP
SURGICAL CORPORATION


 


By: _______________________________


Title: _____________________________