Exhibit 10.34


 


THIS NOTE AND THE
COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)


 


US $230,000.00



 


HEALTHLYNKED CORP.


10% CONVERTIBLE REDEEMABLE NOTE


DUE JULY 18, 2020


 


FOR VALUE RECEIVED,
HealthLynked Corp. (the “Company”) promises to pay to the order of GS CAPITAL PARTNERS, LLC and its authorized successors
and Permitted Assigns, defined below, (“Holder”), the aggregate principal face amount Two Hundred Thirty Thousand
Dollars exactly (U.S. $230,000.00) on July 18, 2020 (“Maturity Date”) and to pay interest on the principal amount
outstanding hereunder at the rate of 10% per annum commencing on July 18, 2019. The interest will be paid to the Holder in whose
name this Note is registered on the records of the Company regarding registration and transfers of this Note. This Note contains
a $10,000.00 OID such that purchase price shall be $220,000.00. The principal of, and interest on, this Note are payable at 30
Broad Street, Suite 1201, New York, NY 10004, initially, and if changed, last appearing on the records of the Company as designated
in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due
upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this
Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding
of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the
liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable
in Common Stock (as defined below) pursuant to paragraph 4(b) herein. Permitted Assigns means any Holder assignment, transfer
or sale of all or a portion of this Note accompanied by an Opinion of Counsel as provided for in Section 2(f) of the Securities
Purchase Agreement.


 


This Note is subject
to the following additional provisions:


 


1. This
Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the
Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder
shall pay any tax or other governmental charges payable in connection therewith. To the extent that Holder subsequently transfers,
assigns, sells or exchanges any of the multiple lesser denomination notes, Holder acknowledges that it will provide the Company
with Opinions of Counsel as provided for in Section 2(f) of the Securities Purchase Agreement.


 






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2. The
Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.


 


3. This
Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (“Act”) and
applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior
to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this
Note is duly registered on the Company’s records as the owner hereof for all other purposes, whether or not this Note be overdue,
and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing
to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a),
and any prequalified prospective transferee of this Note, also is required to give the Company written confirmation that this
Note is being converted (“Notice of Conversion”) in the form annexed hereto as Exhibit A. The date of
receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date. All notices of conversion will
be accompanied by an Opinion of Counsel.


 


4. (a) The
Holder of this Note is entitled, at its option, at any time after the first 180 days, to convert all or any amount of the principal
face amount of this Note then outstanding into shares of the Company’s common stock (the “Common Stock”) at a
price for each share of Common Stock equal to 65% of the lowest trading price of the Common Stock as reported
on the Exchange, for the fifteen prior trading days including the day upon which a Notice of Conversion is
received by the Company (provided such Notice of Conversion is delivered together with an Opinion of Counsel, by fax or other
electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes
to include the same day closing price). If the shares have not been delivered within 3 business days, the Notice of Conversion
may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within
3 business days of receipt by the Company of the Notice of Conversion. Accrued, but unpaid interest shall be subject to conversion.
No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable
shall be rounded to the nearest whole share. To the extent the Conversion Price of the Company’s Common Stock closes below
the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par
value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this increase. In
the event the Company experiences a DTC “Chill” on its shares, the Conversion Price shall be decreased to 55% instead
of 65% while that “Chill” is in effect. In no event shall the Holder be allowed to effect a conversion if such
conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed
4.99% of the outstanding shares of the Common Stock of the Company (which may be increased up to 9.9% upon 60 days’ prior
written notice by the Investor). All the terms set forth herein, including but not limited to interest rate, prepayment terms,
conversion discount or lookback period will be adjusted downward (i.e. for the benefit of the Holder) if the Company offers a
more favorable conversion discount (whether via interest, rate OID or otherwise) or lookback period to another party or otherwise
grants any more favorable terms to any third party than those contained herein while this note is in effect.


 






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(b) Interest
on any unpaid principal balance of this Note shall be paid at the rate of 10% per annum. Interest shall be paid by the Company
in Common Stock (“Interest Shares”). Holder may, at any time commencing six months after the date of funding to the
Company by the Holder, send in a Notice of Conversion to the Company for Interest Shares based on the formula provided in Section
4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the
unpaid principal balance of this Note to the date of such notice.


 


(c) During
the first 6 months this Note is in effect, the Company may redeem this Note by paying to the Holder an amount equal to 120% of
the face amount plus any accrued interest. This Note may not be prepaid after the 6-month anniversary. The redemption must be
closed and paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid and
the Company may not redeem this Note.


 


(d)  Upon
(i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related
transactions, (ii) a reclassification, capital reorganization (excluding an increase in authorized capital) or other change or
exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any
consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity
(other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification,
conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and
(iii) being referred to as a “Sale Event”), then, in each case, the Company shall, upon request of the Holder, redeem
this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the
election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued
but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.


 


(e)  In
case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection with which
this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note
shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares
of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other
change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise
of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing provisions
shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other than cash,
the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good faith.


 






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5. No
provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal
of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.


 


6. The
Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice
of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for
hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.


 


7. The
Company agrees to pay all costs and expenses, including reasonable attorneys’ fees and expenses, which may be incurred by the
Holder in collecting any amount due under this Note.


 


8. If
one or more of the following described “Events of Default” shall occur:


 


(a) The
Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company;
or


 


(b) Any
of the representations or warranties made by the Company herein or in any agreement entered into by the Company in connection
with the execution and delivery of this Note, shall be false or misleading in any respect; or


 


(c) The
Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of
the Company under this Note or any other note issued to the Holder; or


 


(d) The
Company shall (1) become insolvent (which does not include a “going concern opinion); (2) admit in writing its inability
to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its
dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part
of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against
it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or


 


(e) A
trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without
its consent and shall not be discharged within sixty (60) days after such appointment; or


 


(f) Any
governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or
control of the whole or any substantial portion of the properties or assets of the Company; or


 


(g) One
or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in
the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid,
unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of
any proposed sale thereunder; or


 






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(h) The
Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered
and failed to cure such default within the appropriate grace period; or


 


(i) The
Company shall have its Common Stock delisted from an exchange (including the OTC Market exchange) or, if the Common Stock trades
on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its 1934
act reports with the SEC;


 


(j) If
a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the
Board;


 


(k) The
Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business
days of its receipt of a Notice of Conversion; or


 


(l)  The
Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder.


 


(m) The
Company shall not be “current” in its filings with the Securities and Exchange Commission; or


 


(n)  The
Company shall lose the “bid” price for its stock and a market (including the OTC marketplace or other exchange)


 


Then, or at any time thereafter,
unless cured within 5 days, and in each and every such case, unless such Event of Default shall have been waived in writing by
the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the
Holder’s sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest
or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein
or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration
of any period of grace, enforce any and all of the Holder’s rights and remedies provided herein or any other rights or remedies
afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum or, if such rate
is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of
Section 8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4th day after the conversion
notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10th day. The penalty
for a breach of Section 8(n) shall be an increase of the outstanding principal amounts by 20%. In case of a breach of Section
8(i), the outstanding principal due under this Note shall increase by 50%. If this Note is not paid at maturity, the outstanding
principal due under this Note shall increase by 10%. Further, if a breach of Section 8(m) occurs or is continuing after the 6-month
anniversary of the Note, then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as
a base price for the conversion. For example, if the lowest closing bid price during the delinquency period is $0.01 per share
and the conversion discount is 50% the Holder may elect to convert future conversions at $0.005 per share.


 






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If the Holder shall commence an action
or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then if the Holder
prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’ fees and other costs and expenses
incurred in the investigation, preparation and prosecution of such action or proceeding.


 


Make-Whole for Failure to Deliver Loss.
At the Holder’s election, if the Company fails for any reason to deliver to the Holder the conversion shares by the by the
3rd business day following the delivery of a Notice of Conversion to the Company and if the Holder incurs a Failure to Deliver
Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable to the Holder in respect
of the Failure to Deliver Loss and the Company must make the Holder whole as follows:


 


Failure to Deliver Loss = [(Highest
VWAP price for the 30 trading days on or after the day of exercise) x (Number of conversion shares)]


 


The Company must pay the Failure
to Deliver Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s
written notice to the Company.


 


9. In
case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent
possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired
thereby.


 


10. Neither
this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the
Company and the Holder.


 


11. The
Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if it previously
has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10 type information
indicating it is no longer a “shell issuer. Further, the Company will instruct its counsel to either (i) write a 144 opinion
to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.


 


12. The
Company shall issue irrevocable transfer agent instructions reserving 5,587,000 shares of its Common Stock for conversions under
this Note (the “Share Reserve”). Upon full conversion of this Note, any shares remaining in the Share Reserve shall
be cancelled. The Company shall pay all transfer agent costs associated with issuing and delivering the share certificates to
the Holder, as well as maintaining the Share Reserve. If such amounts are to be paid by the Holder, it may deduct such amounts
from the Conversion Price. The company should at all times reserve a minimum of three times the amount of shares required if the
note would be fully converted.  The Holder may reasonably request increases from time to time to reserve such amounts. The
Company will instruct its transfer agent to provide the outstanding share information to the Holder in connection with its conversions.


 






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13. The
Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits,
recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.


 


14. If
it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury,
the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest
permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim
or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal or interest
on this Note.


 


15. This
Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be
performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and
the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of
New York or in the Federal courts sitting in the county or city of New York, or the Federal
courts within the southern or eastern districts of New York. This Agreement may be executed in counterparts, and the facsimile
transmission of an executed counterpart to this Agreement shall be effective as an original.


 






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IN WITNESS WHEREOF,
the Company has caused this Note to be duly executed by an officer thereunto duly authorized.


 


Dated:
                          


 


	 	HEALTHLYNKED
    CORP.
	 	 	 
	 	By:
    	 
	 	Title: 	                       







 






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EXHIBIT A


 


NOTICE OF CONVERSION


 


(To be Executed by the Registered
Holder in order to Convert the Note)


 


The undersigned
hereby irrevocably elects to convert $___________ of the above Note into _________ Shares of Common Stock of HealthLynked Corp.
(“Shares”) according to the conditions set forth in such Note, as of the date written below.


 


If Shares are to
be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges
payable with respect thereto.


 


	Date of Conversion:  	 	 





	Applicable Conversion Price:  	 	 





	Signature: 	 	 
	 	[Print Name of Holder and Title of Signer]	 





	Address:  	 	 
	 	 	 
	 	 	 





	SSN or EIN:  	 	 





	Shares are to be registered in the following name:  	 	 
	 	 	 





	Name:  	 	 





	Address:  	 	 





	Tel:  	 	 





	Fax:  	 	 





	SSN or EIN:  	 	 
	 	 	 



Shares
are to be sent or delivered to the following account:

 


	Account Name:  	 	 





	Address:  	 	 


 


 


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