Exhibit 10.18


 


SERIES C


CONVERTIBLE
PROMISSORY NOTE


 





	US $10,000	Las
    Vegas, Nevada 
	 	July 7, 2014




 


October
8, 2014


 


For
good and valuable consideration, Textmunication Holdings, Inc., a Nevada corporation, (“Maker”), hereby
makes and delivers this Promissory Note (this “Note”) in favor of Michael O’conner or its assigns (“Holder”),
and hereby agrees as follows:


 


1.    Principal
Obligation and Interest. For value received, Maker promises to pay to Holder at such place as Holder may designate
in writing, in currently available funds of the United States, the principal sum of Ten Thousand Dollars ($10,000). Maker’s
obligation under this Note shall accrue interest at the rate of twelve percent (12%) per annum from the date hereof until paid
in full. Interest shall be computed on the basis of a 365-day year or 366-day year, as applicable and actual days lapsed. This
Note is one of the “Notes” issued pursuant to the Note Purchase Agreement of even date herewith (as amended, modified
or supplemented, the “Note Purchase Agreement”) between the Company and the Investors (as defined in the Note Purchase
Agreement).


 


2.    Payment
Terms.


 


Maker
agrees to remit payment in full of all principal and interest due hereunder to Holder on or before July 7, 2015.


 


Accrued
interest on this Note shall be payable upon maturity or conversion of the Note to the Holder. The Company has the option to pay
the accrued interest in cash or common stock. If the accrued interest is paid in common stock of the company it will be calculated
using the 10 average closing last trade of the common stock preceding the interest payment. Therefore, is $1,200 of accrued interest
is due then 10 average closing last trade of the common stock preceding the interest payment is divided into it to determine how
many shares are due to the Holder.


 


Maker
shall have the right to prepay under this Note by paying 115% of all of the principal and accrued interest owing under the Note
at the time of prepayment.


 


All
payments shall be applied first to late charges, then to interest, then to principal and shall be credited to the Maker's account
on the date that such payment is physically received by the Holder.


 


3.   Conversion.
Holder may, at its sole option, convert all or any portion of the accrued interest and unpaid principal balance of this Note
into fully paid and non- assessable shares of common stock of the Maker at the conversion price of $0.10 per share (the “Conversion
Price”). The number of shares of common stock to be issued upon each conversion of this Note shall be determined by
dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the
notice of conversion given by Holder (the “Notice of Conversion”), delivered to the Maker by the Holder on
such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect
to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus
(2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided
in this Note to the Conversion Date.


 






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4.    Representations
and Warranties of Maker. Maker hereby represents and warrants the following to Holder:


 


a.   Maker
and those executing this Note on its behalf have the full right, power, and authority to execute, deliver and perform the obligations
under this Note, which are not prohibited or restricted under the articles of incorporation or bylaws of Maker. This Note has
been duly executed and delivered by an authorized officer of Maker and constitutes a valid and legally binding obligation of Maker
enforceable in accordance with its terms.


 


b.   The
execution of this Note and Maker’s compliance with the terms, conditions and provisions hereof does not conflict with or
violate any provision of any agreement, contract, lease, deed of trust, indenture, or instrument to which Maker is a party or
by which Maker is bound, or constitute a default thereunder or result in the imposition of any lien, charge, encumbrance, claim
or security interest of any nature whatsoever.


 


5.    Defaults.
The following shall be events of default under this Note:


 


a.   Maker’s
failure to remit any payment under this Note on or before the date due, if such failure is not cured in full within ten (10) days
of written notice of default;


 


b.   If
Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws, and/or any applicable laws, or otherwise;


 


c.   The
entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving
as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under
the federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee
of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance
of any such decree or order unstayed and in effect for a period of twenty (20) days; or


 


d.   Maker’s
institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or
insolvency proceedings against it, or its filing of a petition or answer or consent seeking reorganization or relief under the
federal Bankruptcy Code or any other applicable federal or state law, or its consent to the filing of any such petition or to
the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or
its making of an assignment for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally
as they become due, or the taking of corporate action by the Maker in furtherance of any such action.


 






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6.    Rights
and Remedies of Holder. Upon the occurrence of an event of default by Maker under this Note or at any time
before default when the Holder reasonably feels insecure, then, in addition to all other rights and remedies at law or in
equity, Holder may exercise any one or more of the following rights and remedies:


 





a.    Accelerate the time for payment of all amounts
payable under this Note by written notice thereof to Maker, whereupon
all such amounts shall be immediately due and payable.


 


b.   Pursue
any other rights or remedies available to Holder at law or in equity.


 


7.    Interest
To Accrue Upon Default. Upon the occurrence of an event of default by Maker under this Note, the balance then owing under
the terms of this Note shall accrue interest at the rate of eighteen percent (18.0%) per annum, from the date of default until
Holder is satisfied in full.


 


8.    Representation
of Counsel. Maker acknowledges that it has consulted with or have had the opportunity to consult with Maker’s legal
counsel prior to executing this Note. This Note has been freely negotiated by Maker and Holder and any rule of construction to
the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this
Note.


 


9.
   Choice of Laws; Actions. This Note shall be constructed and construed in accordance with the internal
substantive laws of the State of Nevada, without regard to the choice of law principles of said State. Maker acknowledges
that this Note has been negotiated in Clark County, Nevada. Accordingly, the exclusive venue of any action, suit,
counterclaim or cross claim arising under, out of, or in connection with this Note shall be the state or federal courts in
Clark County, Nevada. Maker hereby consents to the personal jurisdiction of any court of competent subject matter
jurisdiction sitting in Clark County, Nevada.


 


10.  Usury
Savings Clause. Maker expressly agrees and acknowledges that Maker and Holder intend and agree that this Note shall not
be subject to the usury laws of any state other than the State of Nevada. Notwithstanding anything contained in this Note to the
contrary, if collection from Maker of interest at the rate set forth herein would be contrary to applicable laws of such State,
then the applicable interest rate upon default shall be the highest interest rate that may be collected from Maker under applicable
laws at such time.


 


11.  Costs
of Collection. Should the indebtedness represented by this Note, or any part hereof, be collected at law, in equity, or
in any bankruptcy, receivership or other court proceeding, or this Note be placed in the hands of any attorney for collection
after default, Maker agrees to pay, in addition to the principal and interest due hereon, all reasonable attorneys’ fees,
plus all other costs and expenses of collection and enforcement, including any fees incurred in connection with such proceedings
or collection of the Note and/or enforcement of Holder’s rights.


 


12.    Miscellaneous.


 


a.   This
Note shall be binding upon Maker and shall inure to the benefit of Holder and its successors, assigns, heirs, and legal representatives.


 


b.   Any
failure or delay by Holder to insist upon the strict performance of any term, condition, covenant or agreement of this Note, or
to exercise any right, power or remedy hereunder shall not constitute a waiver of any such term, condition, covenant, agreement,
right, power or remedy.


 


c.   Any
provision of this Note that is unenforceable shall be severed from this Note to the extent reasonably possible without invalidating
or affecting the intent, validity or enforceability of any other provision of this Note.


 






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d.   This
Note may not be modified or amended in any respect except in a writing executed by the party to be charged.


 


e.   Time
is of the essence.


 


13.    Notices.
All notices required to be given under this Note shall be given at such address as a party may designate by written notice to
the other party.


 


Notices
may be transmitted by facsimile, certified mail, private delivery, or any other commercially reasonable means, and shall be deemed
given upon receipt by the Party to whom they are addressed.


 


14.    Waiver
of Certain Formalities. All parties to this Note hereby waive presentment, dishonor, notice of dishonor and protest. All
parties hereto consent to, and Holder is hereby expressly authorized to make, without notice, any and all renewals, extensions,
modifications or waivers of the time for or the terms of payment of any sum or sums due hereunder, or under any documents or instruments
relating to or securing this Note, or of the performance of any covenants, conditions or agreements hereof or thereof or the taking.
Any such action taken by Holder shall not discharge the liability of any party to this Note.


 


IN
WITNESS WHEREOF, this Note has been executed effective the date and place first written above.


 





	“Maker”:
    Textmunication Holdings, Inc.	 
	 	 	 
	By:
    	/s/ Wais
                                         Asefi	 
	 	 	 
	Its:
    	CEO	 
	 	 	 
	Print Name:	Wais
                                         Asefi




	 
	 	 	 
	Date:	7/7/2014	 




 





	"Holder":	 
	 	 	 
	By:
    	/s/
    Michael O’Conner	 
	 	 	 
	Its:
    	 	 
	 	 	 
	Print Name:	Michael
    O’Conner	 
	 	 	 
	Date:
    	 7/7/14	 




 


 


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