Exhibit 10.57


 


Exhibit A.


 


THIS FIFITEEN
PERCENT (15%) CONVERTIBLE PROMISSORY NOTE IS ISSUED IN EXCHANGE FOR THAT CERTAIN PROMISSORY NOTE ISSUED TO VIVIENNE PASSLEY
ON August 12, 2013. FOR PURPOSES OF RULE 144, THIS NOTE SHALL BE DEEMED TO HAVE BEEN ISSUED ON August 12, 2013. 


 


THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE
IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION.


 


 


EPAZZ, INC.


$51,000


 


FIFITEEN PERCENT (15%) CONVERTIBLE PROMISSORY
NOTE


DATED APRIL 2, 2014


 


FOR VALUE RECEIVED of $51,000, EPAZZ, INC.,
an Illinois corporation (hereinafter called “Borrower” or the “Company”), hereby
promises to pay to VIVIENNE PASSLEY or its assigns or successors-in-interest (the “Holder”) or order,
without demand, the aggregate principal amount of FIFTY-ONE THOUSAND DOLLARS ($51,000.00) (the “Principal Amount”),
together with interest thereon from the Issue Date, payable on August 1, 2014 (the “Maturity Date”).
Interest shall accrue at a rate of fifteen percent (15%) per annum. All Interest calculations hereunder shall be computed on the
basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in
accordance with the terms of this Note. “Outstanding Balance” means the Principal Amount, as reduced
or increased, as the case may be, pursuant to the terms hereof for conversion, breach hereof or otherwise, plus any accrued but
unpaid interest (including with limitation Default Interest), collection and enforcements costs, and any other fees or charges
incurred under this Note.


 


Article
I

CONVERSION PRIVILEGES


 


The conversion privileges
set forth in Article II shall remain in full force and effect immediately from the date hereof and until Note is paid in full regardless
of the occurrence of an Event of Default but subject to Article II. The Holder shall be able to convert this Note starting from
today’s date and ending until the full amount of the Note has been converted. The Principal Amount of Note together with
all unpaid interest accrued thereon and any other amounts payable hereunder, or such portion thereof, that has not previously been
converted into common stock, of the Company (the “Common Stock”) in accordance with Article II hereof,
if any, shall be payable in full on the Maturity Date.


 




    	1



    	 



    

 


Article
II

CONVERSION RIGHTS


 


The Holder shall have
the right to convert the Principal Amount together with all unpaid interest accrued thereon of this Note into shares of the Borrower’s
Common Stock as set forth below.


 


2.1          Conversion into the Borrower’s Common Stock


 


(a)            
Conversion Price. The conversion price (the “Conversion Price”) shall be .0001.


 


(b)           
Conversion. The Holder shall have the option, but shall not be required, to convert all or a portion of the Note
into a number of fully paid and non-assessable shares of Common Stock (the “Conversion Shares”). The
number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the
outstanding Principal Amount together with all unpaid interest accrued thereon of this Note to be converted by (y) the Conversion
Price. The Company may deliver an objection to any Notice of Conversion within one Business Day (as described in Section 5.7 (“Business
Day”) of delivery of such Notice of Conversion. To effect conversions hereunder, the Holder shall not be required
to physically surrender this Debenture to the Company.


 


(c)            
Mechanics of Conversion. As a condition to effecting the conversion set forth in Section 2.1(b) above, the Holder
shall properly complete and deliver to the Company a Notice of Conversion, a form of which is annexed hereto as Exhibit B.
The Notice of Conversion shall set forth the Principal Amount together with all unpaid interest accrued thereon of this Note to
be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”).
If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion
is deemed delivered hereunder. Upon timely delivery to the Borrower of the Notice of Conversion, certificates evidencing that number
of shares of Common Stock for the portion of the Note converted in accordance herewith shall be transmitted by the Company’s
transfer agent to the Holder by crediting the account of the Holder’s broker with The Depository Trust Company through its
Deposit / Withdrawal at Custodian system if the Company is then a participant in such system and either (A) there is an effective
registration statement permitting the issuance of the Conversion Shares to, or resale of the Conversion Shares by, the Holder or
(B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise
by physical delivery to the address specified by the Holder in the Notice of Conversion by the date that is three (3) Trading Days
after the Conversion Date (such third day being the “Share Delivery Date”). The Borrower will not issue
fraction shares or scrip representing fractions of shares upon conversion, but the Borrower will round the number of the she shares
up to the nearest whole share.


 


(d)           
Obligation to Deliver Conversion Shares Absolute; Certain Remedies.


 




    	2



    	 



    

 


(i)             
Obligation Absolute. The Company’s obligations to issue and deliver the Conversion Shares upon conversion of
this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder
to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person
or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged
breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder
or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the
Holder in connection with the issuance of such Conversion Shares. The Company shall issue Conversion Shares or, if applicable,
cash, upon a properly noticed conversion. All payments under this Note (whether made by the Borrower or any other person) to or
for the account of the Holder hereunder shall be made free and clear of and without reduction by reason of any present and future
income, stamp, registration and other taxes, levies, duties, costs and charges whatsoever imposed, assessed, levied or collected
by the United States or any political subdivision or taxing authority thereof or therein, together with interest thereon and penalties
with respect thereto, if any on or in respect of this Note (such taxes, levies, duties, costs and charges being herein collectively
called “Taxes”).


 


Failure to Deliver Common Stock Prior
to Delivery Date. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or
equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered
as required by Section 2.1(c) by the Share Delivery Date (a “Conversion Default”), the Borrower shall
pay in cash to the Holder for each calendar day beyond the Delivery Date that the Borrower fails to deliver such Common Stock an
amount equal to 100% of the product of (1) the sum of the number of shares of Common Stock not issued to the Holder on a timely
basis and to which the Holder is entitled multiplied by (2) the Closing Trading Price of the Common Stock on the Trading Day
immediately preceding the last possible date on which the Borrower could have issued such shares of Common Stock to the Holder
without violating Section 2.1(c) (the “Conversion Default Payment”). Such cash amount shall be paid to
the Holder by the fifth day of the month following the month in which it has accrued (the “Conversion Default Payment
Due Date”). In the event such cash amount is not received by the Holder by the Conversion Default Payment Due Date,
at the option of the Holder (without notice to the Borrower), the Conversion Default Payment shall be added to the Outstanding
Balance of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note. If the Company does
not request the issuance of the Conversion Shares underlying this Note from its transfer agent after receipt of a Notice of Conversion
within TWO (2) Business days following the period allowed for any objection, the Company shall be responsible for any differential
in the value of the converted shares underlying this Note between the value of the closing price on the date the shares should
have been delivered and the date the shares are delivered. In addition, if the Company fails to timely (within 72 hours, 3 Business
Days), issue a treasury order to its transfer agent or otherwise cause to be delivered, the Conversion Shares per the instructions
of the Holder, free and clear of all legends in legal free trading form, subject to all applicable securities laws, the Company
shall allow Holder to add two (2) days to the look-back (the mechanism used to obtain the conversion price along with discount)
for each day the Company fails to timely (within 72 hours, 3 Business Days)) deliver shares, on the next conversion.


 


(ii)           
Rescission. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or
as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the
Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the
Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to
the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.


 




    	3



    	 



    

 


(e)            
Adjustment. The number and kind of shares or other securities to be issued upon conversion determined pursuant to
Section 2.1(b), shall be subject to adjustment, from time to time, upon the happening of certain events while this conversion right
remains outstanding, as follows:


 


(f)            
Reservation of Shares. The Borrower represents at all times to have authorized and reserved four times the number
of shares that is actually issuable upon full conversion of this Note (based on the Conversion Price in effect from time to time)
(the “Reserved Amount”). The Reserved Amount shall be increased from time to time as required to insure
compliance with this provision. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully
paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which
would change the number of shares of Common Stock into which this Note shall be convertible at the then current Conversion Price,
the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common
Stock authorized and reserved, free from preemptive rights, for conversion of this Note. The Borrower (i) acknowledges that it
has irrevocably instructed its transfer agent to issue shares of the Common Stock issuable upon conversion of this Note, and (ii)
agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty
of issuing the necessary shares of Common Stock in accordance with the terms and conditions of this Note. If, at any time the Borrower
does not maintain the Reserved Amount it will be considered an Event of Default.


 


2.2           Effect of Certain Events.


 


(a)             Fundamental Transaction Consent Right. The Borrower shall not enter into or be party to a Fundamental Transaction
(as defined below), unless the Borrower obtains the prior written consent of the Holder to enter into such Fundamental Transaction.
For purposes of this Note, “Fundamental Transaction” means that (i) (1) the Borrower or any of
its subsidiaries shall, directly or indirectly, in one or more related transactions, consolidate or merge with or into (whether
or not the Borrower or any of its subsidiaries is the surviving corporation) any other individual, corporation, limited liability
company, partnership, association, trust or other entity or organization (collectively, “Person”), or
(2) the Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, sell, lease,
license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or assets to any
other Person, or (3) the Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions,
allow any other Person to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding
shares of voting stock of the Borrower (not including any shares of voting stock of the Borrower held by the Person or Persons
making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer),
or (4) the Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consummate
a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with any other Person whereby such other Person acquires more than 50% of the outstanding shares
of voting stock of the Borrower (not including any shares of voting stock of the Borrower held by the other Person or other Persons
making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement
or other business combination), or (5) the Borrower or any of its subsidiaries shall, directly or indirectly, in one or more
related transactions, reorganize, recapitalize or reclassify the Common Stock, other than an increase in the number of authorized
shares of the Borrower’s Common Stock, or (ii) any “person” or “group” (as these terms are
used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall
become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of
the aggregate ordinary voting power represented by issued and outstanding voting stock of the Borrower. The provisions of this
Section 2.2(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to
any limitations on the conversion of this Note. As a condition to pre-approving any Fundamental Transaction in writing, which
approval may be withheld in the Holder’s sole discretion, Holder may require the resulting successor or acquiring entity
(if not the Borrower) to assume by written instrument all of the obligations of the Borrower under this Note with the same effect
as if such successor or acquirer had been named as the Borrower hereto and thereto.


 




    	4



    	 



    

 


(b)             Adjustment
Due to Fundamental Transactions. If, at any time when this Note is issued and outstanding and prior to conversion of all of
this Note, there shall be any Fundamental Transaction that is pre-approved in writing by the Holder pursuant to Section 2.2(a)
above, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares
of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all
or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower,
then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the
terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion,
such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted
in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such
case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the
provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares
issuable upon conversion of this Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities
or assets thereafter deliverable upon the conversion hereof. The above provisions shall similarly apply to successive Fundamental
Transactions.


 


(c)              Adjustment
Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets)
to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or
distribution to the Borrower’s stockholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary
(i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion
of this Note after the date of record for determining stockholders entitled to such Distribution, to receive the amount of such
assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had
such Holder been the holder of such shares of Common Stock on the record date for the determination of stockholders entitled to
such Distribution.


 


(d)              Adjustment
Due to Dilutive Issuance. If, at any time when this Note is issued and outstanding, the Borrower issues or sells, or in accordance
with this section hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration
per share (before deduction of reasonable expenses or commissions underwriting discounts or allowances in connection therewith)
less than the Conversion Price in effect on the date of such issuance (or deemed issuance) of such shares of Common Stock (a “Dilutive
Issuance”), then immediately upon the Dilutive Issuance, the Conversion Price will be reduced to the amount of the
consideration per share received by the Borrower in such Dilutive Issuance.


 




    	5



    	 



    

The Borrower shall
be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or grants any warrants, rights or
options (not including employee stock option plans), whether or not immediately exercisable, to subscribe for or to purchase Common
Stock or other securities convertible into or exchangeable for Common Stock (“Convertible Securities”)
(such warrants, rights and options to purchase Common Stock or Convertible Securities are hereinafter referred to as “Options”)
and the price per share for which Common Stock is issuable upon the exercise of such Options is less than the Conversion Price
then in effect, then the Conversion Price shall be equal to such price per share. For purposes of the preceding sentence, the “price
per share for which Common Stock is issuable upon the exercise of such Options” is determined by dividing (i) the total amount,
if any, received or receivable by the Borrower as consideration for the issuance or granting of all such Options, plus the minimum
aggregate amount of additional consideration, if any, payable to the Borrower upon the exercise of all such Options, plus, in the
case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration
payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable,
by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion
of Convertible Securities, if applicable). No further adjustment to the Conversion Price will be made upon the actual issuance
of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon
exercise of such Options.


 


Additionally, the Borrower
shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or sells any Convertible Securities,
whether or not immediately convertible, and the price per share for which Common Stock is issuable upon such conversion or exchange
is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For the purposes
of the preceding sentence, the “price per share for which Common Stock is issuable upon such conversion or exchange”
is determined by dividing (1) the total amount, if any, received or receivable by the Borrower as consideration for the issuance
or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the
Borrower upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable,
by (2) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities.
No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon conversion or exchange
of such Convertible Securities.


 


(e) Purchase
Rights. If, at any time when this Note is issued and outstanding, the Borrower issues any convertible securities or rights
to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders
of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase
Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common
Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately
before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken,
the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.


 




    	6



    	 



    

 


(f) Adjustment
Due to Non-DWAC Eligibility. If, at any time when this Note is issued and outstanding thereafter, the Holder delivers a Notice
of Conversion and at such time the Company’s Common Stock is not DWAC eligible the Borrower shall deliver certificated Conversion
Shares to the Holder pursuant to Section 2.1(c) and the Non-DWAC Eligible Adjustment Amount shall be added to the Outstanding Balance
of this Note, without limiting any other rights of the Holder under this Note. The “Non-DWAC Eligible Adjustment Amount”
is the amount equal to the number of applicable Conversion Shares multiplied by the excess, if any, of (i) the Trading Price of
the Common Stock on the Conversion Date, over (ii) the Trading Price of the Common Stock on the date the certificated Conversion
Shares are freely tradable, clear of any restrictive legend and deposited in the Holder’s brokerage account. In any such
case, Holder will use reasonable efforts to timely deposit such certificates in its brokerage account after it receives them and
cause such restrictive legends to be removed, and, without limiting any other provision hereof, Borrower agrees to fully cooperate
with Holder in accomplishing the same. Any fees charged to Holder for the stock being Non-DWAC Eligible shall be paid by the Borrower.


 


(g)Notice of
Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price or the addition of the Non-DWAC
Eligible Adjustment Amount to the Outstanding Balance as a result of the events described in this Note, the Borrower, the Non-DWAC
Eligible Adjustment Amount shall be added to the Outstanding Balance of this Note, without limiting any other rights of the Holder
under this Note. The “Non-DWAC Eligible Adjustment Amount” is the amount equal to the number of applicable Conversion
Shares multiplied by the excess, if any, of (i) the Trading Price of the Common Stock on the Conversion Date, over (ii) the Trading
Price of the Common Stock on the date the certificated Conversion Shares are freely tradable, clear of any restrictive legend and
deposited in the Holder’s brokerage account. at its expense, shall promptly compute such adjustment or readjustment and prepare
and furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment is based. The Borrower shall, upon the written request at any time of the Holder, furnish to such
Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect and
(iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received
upon conversion of this Note.


 


2.3           
Method of Conversion. This Note may be converted by the Holder, in whole or in part,
as described in Section 2.1(a) hereof. Upon partial conversion of Note, a new Note containing the same date and provisions of Note
shall, at the request of the Holder, be issued by the Borrower to the Holder for the principal balance of Note and interest which
shall not have been converted or paid.


 




    	7



    	 



    

 


2.4           
Limitations on Conversion. Notwithstanding anything to the contrary contained in this
Note, this Note shall not be convertible by the Holder hereof, and the Company shall not effect any conversion of this Note or
otherwise issue any shares of Common Stock pursuant hereto, to the extent (but only to the extent) that the Holder or any of its
affiliates would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Common Stock.
The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation
provision of this section, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares
of the Common Stock outstanding immediately after giving effect to the issuance of shares of common Stock upon conversion of this
Note held by the Holder and the Beneficial Ownership Limitation provision of this section shall continue to apply. To the extent
the above limitation applies, the determination of whether this Note shall be convertible (vis-à-vis other convertible,
exercisable or exchangeable securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined
on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability
to convert this Note, or to issue shares of Common Stock, pursuant to this paragraph shall have any effect on the applicability
of the provisions of this paragraph with respect to any subsequent determination of convertibility. For purposes of this paragraph,
beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage
ownership) shall be determined in accordance with Section 13(d) of the Securities Act of 1934, as amended, and the rules and regulations
promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with
the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to
properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor
Holder of this Note. The holders of Common Stock shall be third party beneficiaries of this paragraph and the Company may not waive
this paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the written or
oral request of the Holder, the Company shall within two (2) Trading Days confirm orally to the Holder and, if requested, in writing
to the Holder the number of shares of Common Stock then outstanding, including by virtue of any prior conversion or exercise of
convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Note. 


 


Article
III

EVENT OF DEFAULT


 


The occurrence of any
of the following events of default (“Event of Default”) shall be an event of default hereunder (whatever
the reason for such event and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant
to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):


 


3.1           
Failure to Pay. The Borrower fails to pay the Principal Amount, interest, damages or
other sum due under this Note or any other note when due;


 


3.2           
Breach of Covenant. The Borrower breaches any material covenant of the Note in any
material respect and such breach, if subject to cure, continues for a period of FIFTEEN (15) Trading Days after written notice
to the Borrower from the Holder;


 




    	8



    	 



    

 


3.3           
Breach of Representations and Warranties. Any representation or warranty of the Borrower
made, in this Note, said statement or certificate given in writing pursuant hereto or in connection therewith or any other report,
financial statement or certificate shall be false or misleading in any material respect as of the date made;


 


3.4            Receiver
or Trustee. The Borrower shall make an assignment for the benefit of creditors, or apply for
or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a
receiver or trustee shall otherwise be appointed;


 


3.5            Judgments. Any money judgment, writ or similar final process shall be entered or filed
against Borrower or any of its property or other assets for more than ONE MILLION DOLLARS ($1,000,000.00) and shall remain unvacated,
unbonded or unstayed for a period of THIRTY (30) days;


 


3.6           
Bankruptcy. Bankruptcy, reorganization, insolvency proceeding, liquidation proceedings
or other proceedings or relief under any bankruptcy law or any law, or the issuance of any notice in relation to such event, for
the relief of debtors shall be instituted by or against the Borrower and if instituted against them are not dismissed within THIRTY
(30) days of initiation. The Borrower suffers any appointment of any custodian or the like for it or any substantial art of its
property that is not discharged or stayed within 30 days; the Borrower makes a general assignment of the benefit of creditors;
the Borrower fails to pay or states that it is unable to pay, or is unable to pay its debts generally as they become due;


 


3.7           
Non-Payment. A default by the Borrower under any one or more obligations in, unless
the Borrower is contesting the validity of such obligation in good faith and has segregated cash funds equal to not less than one-half
of the contested amount;


 


3.8           
Public Information Failure. A Public Information Failure occurs and continues for a
period of FIFTEEN (15) Days;


 


3.9           
Beginning 30 days after the Issue Date, the failure of the Company’s Common Stock to be DWAC eligible, which failure continues
for a period of 30 days uncured, at any time during which the Borrower has obligations under this Note;


 


3.10          Reservation
Default. Failure by the Borrower to have reserved for issuance upon conversion of this Note
the amount of Common Stock as set forth in this Note;


 


3.11          Withdrawal
from registration of the Company under thelien Securities Exchange Act of 1934, as amended (the “Exchange Act”
or “1934 Act”), either voluntary or involuntary;


 


3.12          Any
cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become
due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall
not be an admission that the Borrower cannot pay its debts as they become due;


 




    	9



    	 



    

 


3.13          The
failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary
to conduct its business (whether now or in the future;


 


3.14          The
Borrower shall fail to maintain the listing and/or quotation, as applicable, of the Common Stock on the Principal Market;


 


3.15          The
Borrower shall fail to comply with the reporting requirements of the 1934 Act; and/or the Borrower shall cease to be subject to
the reporting requirements of the 1934 Act;


 


3.16          Any
cessation of operations by the Borrower or the Borrower admits it is otherwise generally unable to pay its debts and such debts
become due;


 


3.17          The
restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the
Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to
the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this
Note;


 


3.18          The
Borrower effectuates a reverse split of its Common Stock without twenty (20) calendar days prior written notice to the Holder;


 


3.19          In
the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date
of such replacement, fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered (including but not
limited to the provision to irrevocable reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer
agent to Holder and the Borrower;


 


3.20          The
Company shall fail for any reason to deliver certificates to a Holder prior to the fifth Trading Day after a Conversion Date or
the company shall provide at any time notice to the Holder, including by way of public announcement, of the Company’s intention
to not honor requests for conversion of any Notes in accordance with the terms hereof or the Company shall fail to deliver documents
requested by the Holder or the Holder’s brokerage firm which the Holder or the Holder’s brokerage firm deem necessary
to allow Holder to sell the Company’s stock;


 


3.21          During
the term of this Agreement, the Company enters into any Prohibited Transaction without the prior written consent of the Holder,
which consent may be withheld at the sole discretion of the Holder. For the purposes of this Note, the term “Prohibited
Transaction” shall refer to the issuance by the Company of any “future priced securities,” which shall
mean the issuance of shares of Common Stock or securities of any type whatsoever that are, or may become, convertible or exchangeable
into shares of Common Stock where the purchase, conversion or exchange price for such Common Stock is determined using any floating
discount or other post-issuance adjustable discount to the market price of Common Stock, including, without limitation, pursuant
to any equity line financing, stand-by equity distribution agreements, at the market transactions or convertible securities and
loans, securities in a registered direct public offering or an unregistered private placement where the price per share of such
securities is fixed concurrently with the execution of definitive documentation relating to the offering or placement, as applicable
and securities issued in connection with a secured debt financing, shall not be a Prohibited Transaction;


 




    	10



    	 



    

 


3.22          The
Borrower fails to provide information requested by the Holder in order to enable the holder to have their converted securities
accepted and sold by their brokerage firm, or the Borrower attempts to prevent, block or frustrate in any manner, the Holder from
converting this Note; and


 


3.23          The Borrower breaches a negative covenant in Article IV of this Note


 


Upon the occurrence
of any Event of Default, (a) the Outstanding Balance shall immediately increase to 150% of the Outstanding Balance immediately
prior to the occurrence of the Event of Defaultand (b) this Note shall then accrue interest at the Default Rate which shall be
the maximum amount of interest available under state law during a default on a note (the “Default Rate”
and collectively, the “Default Effects”). The Default Effects shall automatically apply upon the occurrence
of an Event of Default without the need for any party to give any notice or take any other action. Further, upon the occurrence
and during the continuation of any Event of Default, the Holder may by written notice to the Borrower declare the entire Outstanding
Balance immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby
expressly waived, anything contained herein to the contrary notwithstanding; provided, however, that upon the occurrence
or existence of any Event of Default, immediately and without notice, all outstanding obligations payable by the Borrower hereunder
shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all
of which are hereby expressly waived, anything contained herein to the contrary (“Automatic Acceleration”).
The Holder shall retain all rights under this Note, including the ability to convert the then Outstanding Balance of this Note
at all times following the occurrence of an Automatic Acceleration until the entire then Outstanding Balance has been paid in full.
If one or more of the “Events of Default” as described in the Agreement shall occur, the Borrower agrees to pay all
costs and expenses, including reasonable attorney’s fees, which the Holder may incur in collecting any amount due under,
or enforcing any terms of, this Note. The Borrower covenants that until all amounts due under this Note are paid in full, by conversion
or otherwise, the Borrower shall notify Holder in writing within one day of any of the above Events of Default.


 


ARTICLE IV

NEGATIVE COVENANTS


 


4.1.         Negative
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, and shall not permit any of the Subsidiaries to, directly or
indirectly:


 


(a)            
other than Permitted Indebtedness (as defined below), enter into, create, incur, assume, guarantee or suffer to exist any
secured 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 (as defined below), 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;


 




    	11



    	 



    

 


(c)            
repay, repurchase or offer to repay, repurchase or otherwise acquire for cash more than a de minimis number of shares of
its Common Stock other than repurchases of Common Stock of departing officers and directors of the Company, provided that such
repurchases shall not exceed an aggregate of $100,000 during the term of this Note; or


 


(d)             pay cash dividends or distributions on any equity securities of the Company.


 


(e)            
amend its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that
materially and adversely affects any rights of the Holder;


 


(f)              repay,
repurchase or offer to repay, repurchase or otherwise acquire any indebtedness, other than the Debentures if on a pro-rata basis,
other than regularly scheduled principal and interest payments as such terms are in effect as of the Original Issue Date, provided
that such payments shall not be permitted if, at such time, or after giving effect to such payment, any Event of Default exist
or occur;


 


(g)           
enter into any transaction with any affiliate of the Company which would be required to be disclosed in any public filing
with the SEC, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested
directors of the Company (even if less than a quorum otherwise required for board approval; or


 


(h)             enter
into any agreement with respect to any of the foregoing.


 


4.2          Definitions.
For the purpose of this Note, the following definitions shall apply:




 


(i)             
“Permitted Indebtedness” means (i) the Indebtedness evidenced by the Note, (ii) unsecured Indebtedness
incurred by the Company, which Indebtedness is not senior in rank to the Note and does not mature prior to six months from the
issue date of such Indebtedness, (iii) Indebtedness secured by Permitted Liens, and (iv) extensions, refinancings and renewals
of any items in clauses (i) through (iv) above, provided that the principal amount is not increased (other than with respect to
the addition of existing or future interest due and payable thereunder to the principal thereunder) or the terms modified to impose
materially more burdensome terms upon the Company or its subsidiaries, as the case may be.


 


(j)             
 “Permitted Lien” means the individual and collective reference to the following: (i) any lien
for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings for which adequate reserves have
been established in accordance with GAAP, (ii) any statutory lien arising in the ordinary course of business by operation of law
with respect to a liability that is not yet due or delinquent, (iii) any lien created by operation of law, such as materialmen's
liens, mechanics' liens and other similar liens, arising in the ordinary course of business with respect to a liability that is
not yet due or delinquent or that are being contested in good faith by appropriate proceedings, (iv) liens (A) upon or in any equipment
acquired or held by the Company or any of its Subsidiaries to secure the purchase price of such equipment or indebtedness incurred
solely for the purpose of financing the acquisition or lease of such equipment, or (B) existing on such equipment at the time of
its acquisition, provided that the lien is confined solely to the property so acquired and improvements thereon, and the proceeds
of such equipment, (v) liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by liens
of the type described in clause (iv) above, provided that any extension, renewal or replacement lien shall be limited to the property
encumbered by the existing lien and the principal amount of the Indebtedness being extended, renewed or refinanced does not increase,
(vi) leases or subleases and licenses and sublicenses granted to others in the ordinary course of the Company's business, not interfering
in any material respect with the business of the Company and its Subsidiaries taken as a whole, (vii) liens in favor of customs
and revenue authorities arising as a matter of law to secure payments of custom duties in connection with the importation of goods,
(viii) liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default, (ix) liens incurred
in connection with Permitted Indebtedness under clause (i) and, solely to the extent existing as of the Issue Date, clause (ii)
of the definition thereof (including any extensions, refinancings and renewals of such Indebtedness that constitute Permitted Indebtedness).


 




    	12



    	 



    

 


Article V

REDEMPTION RIGHTS


 


5.1.           Optional
Redemption Right. Subject to the provisions of this Article V, at any time (a) within ninety
(90) days after the Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice”
and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its
irrevocable election to redeem all of the then outstanding principal amount together with all unpaid interest accrued thereon
of this Note for cash at a redemption price equal to 150% multiplied by all of the then outstanding principal amount together
with all unpaid interest accrued thereon of this Note, on the 20th Trading Day following the Optional Redemption Notice
Date (such date, the “Optional Redemption Date”, such 20 Trading Day period, the “Optional
Redemption Period” and such redemption, the “Optional Redemption”), The Optional Redemption
Amount is payable in full on the Optional Redemption Date. The Company may only effect an Optional Redemption if each of the Equity
Conditions (as defined below) shall have been met (unless waived in writing by the Holder) on each Trading Day during the period
commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through and including the date payment
of the Optional Redemption Amount is actually made in full. If any of the Equity Conditions shall cease to be satisfied at any
time during the Optional Redemption Period, then the Holder may elect to nullify the Optional Redemption Notice by notice to the
Company after the day on which any such Equity Condition has not been met in which case the Optional Redemption Notice shall be
null and void, ab initio. The Company covenants and agrees that it will honor all Notices of Conversion tendered
from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.
“Equity Conditions” means, during the period in question, (a) the Company shall have duly honored all
conversions and redemptions scheduled to occur or occurring by virtue of one or more Notices of Conversion of the Holder, if any,
(b) the Company shall have paid all liquidated damages and other amounts owing to the Holder in respect of this Note, (c)(i) there
is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell
all of the Conversion Shares issuable upon conversion of such portion of this Note subject to an Optional Redemption (and the
Company believes, in good faith, that such effectiveness will continue uninterrupted for such period) or (ii) all of the Conversion
Shares issuable upon conversion of such portion of this Note subject to an Optional Redemption may be resold pursuant to Rule
144 during such period, (d) the Common Stock is trading on a Trading Market and all of the shares issuable pursuant to this Note
are listed or quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the Common Stock
on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized but
unissued and otherwise unreserved shares of Common Stock for the issuance of all of the Conversion Shares issuable upon conversion
of such portion of this Note being redeemed at such time, (f) there is no existing Event of Default and, to the actual knowledge
of the Company, no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default,
(g) the issuance of the shares issuable to the Holder upon conversion of such portion of this Note subject to an Optional Redemption
would not violate the limitations set forth in Section 2.3 under this Note, (h) there has been no public announcement of a pending
or proposed Fundamental Transaction that has not been consummated or abandoned, and (i) the applicable Holder is not in possession
of any information provided by the Company that constitutes, or may constitute, material non-public information. Notwithstanding
the foregoing, the Holder may elect to convert the outstanding principal amount of the Note subject to an Optional Redemption
Notice pursuant to Article II at any time prior to actual payment in cash for any redemption under this Section 5 by the delivery
of an irrevocable Notice of Conversion to the Company.




 




    	13



    	 



    

 


Article
IV

UNSECURED NOTE


 


4.1           
Unsecured Note. Note is an unsecured obligation of the Borrower.


 


Article
V

MISCELLANEOUS


 


5.1           
Failure or Indulgence Not Waiver. No failure or delay on the part of Holder hereof in the exercise of any power,
right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right
or privilege preclude other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing
hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available. Notices. All notices, requests,
demands, consents, instructions or other communications required or permitted hereunder shall be in writing and either faxed,
mailed, e-mailed or delivered to each party at the respective addresses of the parties. All such notices and communications shall
be effective (a) when sent by Federal Express or other overnight service of recognized standing on the Trading Day following the
deposit with such service; (b) when mailed, by registered or certified mail, first class postage prepaid and addressed as aforesaid
through the United States Postal Service, upon receipt; (c) when delivered by hand, upon delivery; (d) when faxed, upon confirmation
of receipt; (e) when e-mailed, upon e-mail being sent.


 


5.3           
Amendment Provision. No provision of this Note may be modified or amended without the
prior written consent of the Holder. The term “Note” and all reference thereto, as used throughout this instrument,
shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.


 





5.4           
Assignability. Note shall be binding upon the Borrower and its successors and assigns,
and shall inure to the benefit of the Holder and its successors and assigns. The Holder may assign or transfer this Note to any
transferee.


 


5.5           
Cost of Collection. If default is made in the payment of Note, Borrower shall pay the
Holder hereof reasonable costs of collection, including reasonable attorneys’ fees.


 




    	14



    	 



    

 


5.6           
Governing Law. Note shall only be governed by and construed in accordance with the
laws of the State of Delaware, including, but not limited to, Delaware’s statutes of limitations. Any action brought by either
party against the other concerning the transactions contemplated by this Agreement shall be brought only in the civil or state
courts in Delaware or in the federal courts located in Delaware. Both parties and the individual signing this Agreement on behalf
of the Borrower agree to submit only to the jurisdiction of such courts in Delaware. The prevailing party shall be entitled to
recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of Note is invalid
or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform to such statute or rule of law. Any such provision, which may
prove invalid or unenforceable under any law, shall not affect the validity or unenforceability of any other provision of Note.
Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against
the Borrower in any other jurisdiction to collect on the Borrower’s obligations to Holder, or to enforce a judgment or other
decision in favor of the Holder. This Note shall be deemed an unconditional obligation of Borrower for the payment of money
and, without limitation to any other remedies of Holder, may be enforced against Borrower by summary proceeding or summary judgment
or any similar rule or statute in the jurisdiction where enforcement is sought. For purposes of such rule or statute, any other
document or agreement to which Holder and Borrower are parties or which Borrower delivered to Holder, which may be convenient or
necessary to determine Holder’s rights hereunder or Borrower’s obligations to Holder are deemed a part of Note, whether
or not such other document or agreement was delivered together herewith or was executed apart from Note. If for any reason
a Delaware court of law deems that Delaware is not the proper venue, then the Note shall be governed by and construed only
in accordance with the laws of the State of Florida, including, but not limited to, Florida’s statutes of limitations and
any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought
only in the civil or state courts in Miami, Florida or in the federal courts located in Miami, Florida and the individual signing
this Agreement on behalf of the Borrower agree to submit only to the jurisdiction of such courts in Florida.


 





5.7           
Non-Business Days. Whenever any payment or any action to be made shall be due on a
Saturday, Sunday or a public holiday under the laws of the State of Florida, such payment may be due or action shall be required
on the next succeeding Trading Day and, for such payment, such next succeeding day shall be included in the calculation of the
amount of accrued interest payable on such date.


 


5.8           
Unenforceability. If any term in this Note is found by a court of competent jurisdiction to be unenforceable, then
the entire Note shall be rescinded, the consideration proffered by the Holder for the remaining Outstanding Balance acquired by
the Holder not converted by the Holder in accordance with this Note shall be returned in its entirety and any Conversion Shares
in the possession or control of the Holder shall be returned to the Company.


 


5.9           
Entire Understanding. The Note between the Borrower and the Holder (including all Exhibits thereto) constitute the
full and entire understanding and agreement between the Borrower and the Holder with respect to the subject hereof. Neither this
Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Borrower
and the Holder. Any questions regarding interpretation of this Note shall be solely construed by the Holder in their sole discretion.


 




    	15



    	 



    

 


5.10        
Registration Rights. The Company hereby grants the right to the Holder, at Holder’s expense, to require Company
to register any and all issuances, past, present and future, directly connected to this specific Outstanding Balance. If the Holder
shall request the registration, the Company shall begin the registration process within 30 days and the Holder shall have the following
rights.


 


5.11        
Recoupment of Registration Fees. If the Holder shall invoke his rights under section 5.11 of this Agreement, the
Company shall reimburse to the Holder all fees, costs, and disbursements, inclusive of attorney’s fees, paid for by Holder,
in common stock under the same terms and conditions provided for herein.


 


5.12        
Legal Opinion. The Company’s counsel has provided an opinion regarding the applicable exemption from registration
under the Securities Act of 1933, as amended, for the issuance of the Conversion Shares pursuant to the terms and conditions of
this Agreement and the Note, which provides that upon conversion at any time following the date hereof, the shares received as
a result of the conversion shall be issued unrestricted in accordance with the appropriate exemption.


 


5.13        
Post-Closing Expenses. The Borrower will bear any and all miscellaneous expenses of the Borrower and Holder that
may arise post-closing. These expenses include, but are not limited to, the cost of legal opinion production, transfer agent fees,
equity issuance fees, fees charged for delivering, vetting and accepting physical certificates, any and all fees and costs charged
by the Holder’s brokers in handling and transacting in the shares of the Company on behalf of the Holder. These fees may
be either deducted from future payments or added to the outstanding principal balance of this Note at the sole discretion of the
Holder. The failure to pay any and all Post-Closing Expenses will be deemed an Event of Default.


 


5.14        
Savings Clause. 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 provision of this Note will not in any way
be affected or impaired thereby. In no event shall the amount of interest paid hereunder exceed the maximum rate of interest on
the unpaid principal balance hereof allowable by applicable law. If any sum is collected in excess of the applicable maximum rate,
the excess collected shall be applied to reduce the principal debt. If the interest actually collected hereunder is still in excess
of the applicable maximum rate, the interest rate shall be reduced so as not to exceed the maximum allowable under law.


 


5.15        
Attorneys’ Fees and Cost of Collection. In the event of any action at law or in equity to enforce or interpret
the terms of this Note or any of the other documents related to this financing, the parties agree that the party who is awarded
the most money shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of
the full amount of the attorneys’ fees and expenses  paid by such prevailing party in connection with the litigation
and/or dispute without reduction or apportionment based upon the individual claims or defenses  giving rise to the fees and
expenses.  Nothing herein shall restrict or impair a court’s power to award fees and expenses for frivolous or bad faith
pleading.


 




    	16



    	 



    

 


5.16        
Fees and Charges. The parties acknowledge and agree that upon the Borrower’s failure to comply with the provisions
of this Note, the Holder’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of
the parties’ inability to predict future interest rates, the Holder’s increased risk, and the uncertainty of the availability
of a suitable substitute investment opportunity for the Holder, among other reasons. Accordingly, any fees, charges, and interest
due under this Note are intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual
loss of its investment opportunity and not a penalty, and shall not be deemed in any way to limit any other right or remedy Holder
may have hereunder, at law or in equity.


 


5.17        
Notice of Corporate Events. Except as otherwise provided herein, the Holder of this Note shall have no rights as
a Holder of Common Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide
the Holder with prior notification of any meeting of the Borrower’s stockholders (and copies of proxy materials and other
information sent to stockholders). In the event of any taking by the Borrower of a record of its stockholders for the purpose of
determining stockholders who are entitled to receive payment of any dividend or other distribution, any right to subscribe for,
purchase or otherwise acquire (including by way of merger, consolidation, reclassification or recapitalization) any share of any
class or any other securities or property, or to receive any other right, or for the purpose of determining stockholders who are
entitled to vote in connection with any proposed sale, lease or conveyance of all or substantially all of the assets of the Borrower
or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least
twenty (20) calendar days prior to the record date specified therein (or thirty (30) calendar days prior to the consummation of
the transaction or event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such dividend,
distribution, right or other event, and a brief statement regarding the amount and character of such dividend, distribution, right
or other event to the extent known at such time. The Borrower shall make a public announcement of any event requiring notification
to the Holder hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this section.


 


5.18        
Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm
to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges
that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach
or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other
available remedies at law or in equity, and in addition to the charges assessable herein, to an injunction or injunctions restraining,
preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity
of showing economic loss and without any bond or other security being required.


 


 


 


[SIGNATURES ON THE
FOLLOWING PAGE]


 


 




    	17



    	 



    

 


IN WITNESS WHEREOF,
Borrower has caused Note to be signed in its name by an authorized officer as of Epazz, Inc..


 


 


EPAZZ, INC.


 


 


 


By:   /s/ Shaun Passley            


Name: Shaun Passley


Title: CEO


 


 


 


 


 




    	18



    	 



    

Exhibit B


 


NOTICE OF CONVERSION


 


(To be executed by the Registered Holder
in order to convert the Note)


 


The undersigned hereby
elects to convert $_________ of the principal amount and $_________ of the interest due on the Note issued by EPAZZ, INC. on December
12, 2013 into shares of common stock of EPAZZ, INC. (the “Borrower”) according to the conditions set forth in such
Note, as of the date written below.


 





	Date of Conversion:	 



 


 





	Conversion Price:	 


 





	Shares to Be Delivered:	 


 


Notwithstanding anything to the contrary
contained herein, this Conversion Notice shall constitute a representation by the Holder of the Note submitting this Conversion
Notice that, after giving effect to the conversion provided for in this Conversion Notice, such Holder (together with its affiliates)
will not have beneficial ownership (together with the beneficial ownership of such person's affiliates) of a number of shares Common
Stock which exceeds the Maximum Percentage (as defined in the Note) of the total outstanding shares Common Stock of the Company
as determined pursuant to the provisions of Section 2.3 of the Note.


 


Signature: _____________________________________________________________________


Vivienne Passley


 


 


 


 


 




    	19



    	 



    

 


Representation of Individual Officer of
Epazz, Inc.


 


Re: Convertible Promissory Note Between Epazz, Inc. (“Borrower”)
and Vivienne Passley, LLC Dated 4/1/2014 (“Note”)


 


In connection with the above referenced
Note and exhibits and related agreements and instruments, herein the Agreement, and any present and any future conversion requests
of AGS Capital Group, LLC ("AGS") we irrevocably confirm:


 


1. Borrower is not, and has not been, a
shell issuer as described in Rule 144 promulgated with reference to the Securities Act of 1933, as amended (the "Securities
Act") nor is or was a "shell" as otherwise commonly understood;


 


2. Borrower is, unless noted "Not
Applicable," subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of1934, as
amended (the "Exchange Act").


 


3. Borrower has to the extent it has been
subject to Exchange Act requirements for filing reports, filed all reports and other materials required to be filed by Section
13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months and or has filed with the trading exchange or over
the counter disclosure system all such reports and information to be deeded current in all public reporting.


 


4. The original Outstanding Balances noted in the above referenced
Note, and the contents of the above referenced Note are accurate and Borrower did not and will not receive any new consideration
for the exchange note issued to AGS Capital Group, LLC.


 


5. Borrower
is now and will remain current with all obligations with its stock transfer agent and the U.S. Securities and Exchange Commission
and the state of incorporation. Neither Star Financial Corporation nor AGS Capital Group, LLC is or has been an owner, affiliate
or 10% or greater shareholder of Borrower, as that term is defined by Rule 144(a) of the Securities Act of 1933. Neither
Star Financial Corporation nor AGS Capital Group, LLC, is directly or indirectly through one or more intermediaries, in control
of, controlled by, or under common control with Borrower. 


 


6. Any and all approvals needed in relation
to the above referenced Note, this letter, for the assistance of our transfer agent, etc., is obtained. The Note reflects, among
other things, conversion rights we otherwise afford to the nonaffiliated debt holders.


 


Representations herein survive the issuance
or closing of any instrument or matter, and we will cooperate as needed to give effect to and protect your rights including as
to the transfer agent and you may rely upon these promises and representations.


 


 


Effective Date: 4/1/2014


Very truly yours,


 


__________________________


 


 


 






    	20