Exhibit 10.1


 


THE
SECURITIES REPRESENTED BY THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT PURSUANT TO REGISTRATION UNDER THE ACT OR PURSUANT TO
AN EXEMPTION THEREFROM, AND EXCEPT AS PERMITTED UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS 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.


 


FMC
GLOBALSAT HOLDINGS, INC.


 


CONVERTIBLE
PROMISSORY NOTE


 


	Principal Amount: U.S. $150,000.00	Issue Date: August 23, 2019
	 	Fort Lauderdale, Florida




 


This
FMC GlobalSat Holdings, Inc. Convertible Promissory Note (this “Note”) is made as of the Issue Date set forth
above, by FMC GlobalSat Holdings, Inc., a Delaware corporation (the “Company”), in favor of Pascal Milliez,
an individual (the “Holder”). For value received, the Company promises to pay Holder, the Principal Amount
set forth above. Interest shall accrue from the date of this Note on the unpaid principal amount at a rate equal to twelves percent
(12%) per annum, compounded annually. This Note is also subject to the following terms and conditions.


 


1.
Maturity. Unless converted as provided in Section 2, this Note will automatically mature and be due and payable on the
date that is eighteen (18) months from the Issue Date (the “Maturity Date”). Subject to Section 2 below, interest
shall accrue on this Note but shall not be due and payable until the Maturity Date. Notwithstanding the foregoing, the entire
unpaid principal sum of this Note shall become immediately due and payable upon the commission of any act of bankruptcy by the
Company, the execution by the Company of a general assignment for the benefit of creditors, the filing by or against the Company
of a petition in bankruptcy or any petition for relief under the federal bankruptcy act, or the continuation of such petition
without dismissal for a period of ninety (90) days or more, or the appointment of a receiver or trustee to take possession of
the property or assets of the Company.


 


2.
Conversion.


 


(a)
Conversion by Company. At the Company’s option, at any time prior to the Maturity Date, the entire principal amount
of, and accrued interest thereon, this Note shall be converted into shares of the Company’s Common Stock (the “Shares”).
The number of Shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the entire principal
amount of this Note, and accrued interest thereon, by a price per share of $1.50, rounded to the nearest whole share.


 



     


     


    

 


(b)
Conversion Upon Acquisition. In the event that all or substantially all of the assets or shares of the Company are acquired
or merged into another entity prior to the closing date of the Next Equity Financing (an “Acquisition”), then
the principal amount of this Note, accrued interest thereon, and a prepayment premium equal to twenty percent (20%) of the principal
amount of this Note shall be repaid at the closing of the Acquisition.


 





(c)
Mechanics and Effect of Conversion. No fractional shares of the Company’s Equity Securities will be issued upon conversion
of this Note. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company will pay to the Holder
in cash the amount of the unconverted principal and interest balance of this Note that would otherwise be converted into such
fractional share. Upon conversion of this Note pursuant to this Section 2, the Holder shall surrender this Note, duly endorsed,
at the principal offices of the Company or any transfer agent of the Company. At its expense, the Company will, as soon as practicable
thereafter, issue and deliver to such Holder, at such principal office, a certificate or certificates for the number of shares
to which such Holder is entitled upon such conversion, together with any other securities and property to which the Holder is
entitled upon such conversion under the terms of this Note, if any, including a check payable to the Holder for any cash amounts
payable as described herein. Upon conversion of this Note, the Company will be forever released from all of its obligations and
liabilities under this Note with regard to that portion of the principal amount and accrued interest being converted including
without limitation the obligation to pay such portion of the principal amount and accrued interest.


 


(d)
Payment of Interest. Upon conversion of the principal amount of this Note into the Company’s capital stock, any interest
accrued on this Note that is not by reason of Sections 2(a) or 2(b) hereof simultaneously converted into securities of the Company
shall be immediately paid to the Holder.


 


3.
Payment. All payments shall be made in lawful money of the United States of America at such place as the Holder hereof
may from time to time designate in writing to the Company. Payment shall be credited first to the accrued interest then due and
payable and the remainder applied to principal. Prepayment of this Note may be made at any time without penalty.


 


4.
Transfer; Successors, and Assigns. The terms and conditions of this Note shall inure to the benefit of and be binding upon
the respective successors and assigns of the parties. Notwithstanding the foregoing, the Holder may not assign, pledge, or otherwise
transfer this Note without the prior written consent of the Company, except for transfers to affiliates. Subject to the preceding
sentence, this Note may be transferred only upon surrender of the originally-signed Note for registration of transfer, duly endorsed,
or accompanied by a duly executed written instrument of transfer in form satisfactory to the Holder. Thereupon, a new note for
the same principal amount and interest will be issued to, and registered in the name of, the transferee. Interest and principal
are payable only to the registered holder of this Note.


 


5.
Governing Law. This Note and all matters related hereto shall be governed, construed and interpreted strictly in accordance
with the laws of the State of Delaware, without regard to its principles of conflicts of law. Any suit, action or proceeding seeking
to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated
hereby shall be brought in the state or federal courts located in Wilmington, Delaware.


 


6.
Notices. Any notice required or permitted by this Note shall be in writing and shall be deemed sufficient upon delivery,
when delivered personally or by a nationally-recognized delivery service (such as Federal Express or UPS), or forty-eight (48)
hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, addressed to the party to
be notified at such party’s address as set forth below or as subsequently modified by written notice.


 




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7.
Amendments and Waivers. This Note is issued as part of a series of similar notes (collectively with this Note, the “Notes”)
which are collectively held by the “Holders”. Any term of this Note may be amended only with the written consent
of the Company and a majority in interest of the Holders. Any amendment or waiver effected in accordance with this Section 7 shall
be binding upon the Company, the Holder, and each transferee of the Note.


 


8.
Entire Agreement. This Note, and the documents referred to herein (including the Purchase Agreement) constitute the entire
agreement and understanding of the Company and Holder relating to the subject matter set forth in this Note and supersede any
and all previous agreements or understanding between the Company and Holder relating to the subject matter set forth in this Note.


 


9.
Subordination; Not Secured; Equal Priority. This Note shall be unsecured and shall be subordinate in right of payment to
all current and future indebtedness of the Company to banks and other financial institutions. All of the Notes shall rank equally
without preference or priority of any kind over one another, and all payments or other consideration delivered on account of principal
and interest with respect to any of the Notes shall be applied ratably and proportionately on all outstanding Notes on the basis
of the original principal amount of such Notes.


 




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	 	“COMPANY:”
	 	 
	 	FMC GLOBALSAT HOLDINGS, INC., 

a Delaware corporation
	 	 	 
	 	By: 	/s/ Emmanuel Cotrel
	 	 	Emmanuel Cotrel, President and CEO



 


	 	Address: 	3301 SE 14th Avenue
	 	 	Fort Lauderdale, FL 33316


 


	AGREED TO AND ACCEPTED	 
	AS OF THIS 23rd DAY OF AUGUST, 2019:	 
	 	 
	“HOLDER:”	 
	 	 
	Pascal Milliez, an individual	 
	 	 
	By:	/s/ Pascal Milliez	 



 


	Address: 	4441 NE 19th Avenue	 
	 	Oakland Park, FL 33308	 



 


 


 


 


 


 


 


[Signature Page to FMC GlobalSat Holdings, Inc. Convertible
Promissory Note]


 


 


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