Exhibit 10.10


 


SECURED
PROMISSORY NOTE


 


	 	DATE:	 	September 28, 2021
	 	 	 	 
	 	MAKER:	 	Fourth Wave Energy, Inc.
	 	 	 	100 Garfie
	 	 	 	Suite 400
	 	 	 	Denver, CO 80206
	 	 	 	 
	 	PAYEE:	 	Eric Goldstein
	 	 	 	 
	 	PRINCIPAL AMOUNT OF NOTE:	 	$500,000.00




 


FOR VALUE
RECEIVED, Maker promises and agrees to pay to Payee at the mailing address of Payee, or at such other place as Payee or any other
holder hereof (collectively, the “Holder”) may from time to time designate, the principal sum of Five Hundred Thousand Dollars
and Zero Cents ($500,000.00) with interest, as follows:


 


1. 
Interest Rate/Payments. Interest will be paid at a fixed rate of 1.67% per month commencing on
September 30th, 2021 and continuing until the Maturity Date of December 30th, 2021. Maker shall make monthly interest
payments of 1.67% per month, in the amount of Eight Thousand Three Hundred Thirty-Three Dollars and Thirty Three Cents ($8,333.33) due
on the 30th of each month starting with October 30th, 2021 continuing until the Maturity Date. Final payment shall
be comprised of the principal amount of $500,000 plus interest payment of $8,333.33 for a total final payment of $508,333.33.


 


2. Additional Consideration. The Maker may convert any portion of the debt into shares of common stock of Fourth Wave Energy,
Inc. at $0.25 USD per share. In addition to the monthly interest, the Maker will Issue 250,000 shares of FWAV stock (144 Restricted) to
Payee.


 


3. Maturity Date. The Note shall mature and all unpaid principal together with any accrued but unpaid interest shall become
due and payable in full on December 30th, 2021 (the “Maturity Date”).


 


4. 
Legal Limits.




 


(a) Maker
agrees to an effective rate of interest which is the rate stated herein plus any additional rate of interest resulting from any
other payments in the nature of interest, including without limitation, any fees or other charges to the extent that such charges
may be deemed includable in interest for any purpose.


 


(b) All
agreements between Maker and Payee are hereby expressly limited so that in no event whatsoever, whether by reason of deferment in
accordance with this Note or under any agreement or by virtue of acceleration of maturity of the obligation evidenced by this Note,
or otherwise, shall the amount paid or agreed to be paid to Payee for the advance, use, forbearance or detention of the money
represented by this Note or to compensate Payee for damages to be suffered by reason of a late payment or default under this Note,
exceed the maximum permissible under applicable law. If, from any circumstances whatsoever, fulfillment of any provision of this
Note, or of any provision in the security for this Note at the time performance of such provision shall be due, shall involve
exceeding the limit of validity prescribed by law, from the date of this Note, the obligations to be fulfilled shall be reduced to
the limit of such validity. This provision shall never be superseded or waived and shall control every other provision of all
agreements between Maker and Payee.


 


 


 


 






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(c) Maker
represents and acknowledges that this is a business loan and will be utilized for business purposes.


 


5. Late
Charge. In the event that Maker fails to make any payment of principal and/or interest within ten (10) calendar days of the due
date for the same, then in addition to such payment due, Maker shall be obligated to pay a late payment charge to Payee in the
amount of Five Thousand Dollars ($5000) per month and 250,000 FWAV common shares per month (the “Late Charge”).


 


6. Form
of Payments. Principal and interest shall be payable in lawful money of the United States of America in immediately available
funds.


 


7.
Events of Default and Remedies.




 


(a) The
existence or occurrence of the following events shall constitute an event of default (“Event of Default”) under this
Note: (i) the failure by Maker to make any payment of principal, interest, or any other cost or expense due under this Note in
accordance with the terms of this Note; (ii) the occurrence of any default under the Security Agreement and/or the Unconditional
Guarantee of even date herewith; (iii) the occurrence of any default under any other loan agreements or promissory notes to which
Maker is a party, (iv) the filing of bankruptcy or assignment for the benefit of creditors by Maker; or (v) if any representation or
warranty made by Maker to Payee is materially false or misleading.


 


(b) Upon
the occurrence of any Event of Default: (i) the entire unpaid principal balance, any unpaid accrued interest, and any other amounts
owing under this Note shall, at the option of the Holder and without further notice or demand of any kind to Maker or any other
person, immediately become due and payable; and (ii) the Holder shall have and may exercise any and all rights and remedies
available at law or in equity and any and all rights and remedies provided in any security for this Note under the terms of the loan
agreement, security agreement or other loan documents executed in connection herewith.


 


(c) The remedies of the Holder, as provided in this Note and in any security for this Note, shall be cumulative and concurrent,
and may be pursued singularly, successively or together, at the sole discretion of the Holder, and may be exercised as often as occasion
therefor shall arise. No act of omission or commission of the Holder, including specifically any failure to exercise any right, remedy
or recourse, shall be deemed to be a waiver or release of any right, remedy or recourse, such waiver or release to be effected only through
a written document executed by the Holder. A waiver or release with reference to any one event shall not be construed as continuing, as
a bar to, or as a waiver or release of, any subsequent right, remedy or recourse as to a subsequent event.


 


8. Attorneys’
Fees in the Event of Collection. In the Event of Default under this Note or in the event the Holder seeks legal advice in order to
enforce the provisions of this Note after an Event of Default, Maker agrees to pay Holder’s reasonable attorneys’ fees. If
any action is brought to enforce or interpret the provisions of this Note, the prevailing party shall be entitled to an award of its
reasonable attorneys’ fees.


 


9. Governing
Law, Jurisdiction and Severability. This Note is made pursuant to and shall be construed, governed and enforced under the laws
of the State of Arizona without regard to any conflict of law provisions. Exclusive jurisdiction and venue over any legal action
brought by any of the parties hereto relating in any way to the terms of this Note, the related Security Agreement of even date
herewith, and/or the related Unconditional Guarantee of even date herewith, shall reside in the state and federal courts located in
Maricopa County, Arizona, and Maker and Guarantors hereby consent to such exclusive jurisdiction and venue. If any provision of this
Note or any security for this Note is construed or interpreted by a court of competent jurisdiction to be void, invalid or
unenforceable, such decision shall affect only those provisions so construed or interpreted and shall not affect the remaining
provisions of this Note or any security for this Note.


 


10. Time
of Essence. Time is of the essence regarding Maker’s obligation with respect to this Note.


 





 11. Payment Without Offset. Principal and accrued interest shall be paid without deduction or offset.




 


 


 


 






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12. Calendar
Days. Unless otherwise provided in this Note to the contrary, calendar days, and not business days, shall be used in calculating
any time periods set forth in this Note.


 


13. Notices.
Any notices which any party may be required, or may desire, to give, unless otherwise specified, shall be in writing and shall be
(a) hand-delivered, effective upon receipt, (b) transmitted by telecopier, effective upon receipt, with the original mailed the same
date by first class mail, postage prepaid, (c) sent by United States Express Mail or by private overnight courier, effective upon
receipt, or (d) served by certified mail, postage prepaid, return receipt requested and addressed to such party at the addresses set
forth above, or to such other address(es) or addressee(s) as the party to be served with notice may have furnished in writing to the
other party, effective three (3) days after mailing.


 


14. Assignment.
Payee or any other Holder of this Note may assign all or a portion of its rights, title and interest in this Note and security to
any person, firm, corporation or other entity without the consent of Maker.


 


15. Relationship.
The relationship of the parties hereto is that of borrower and lender and it is expressly understood and agreed that nothing
contained in this Note or in any security for this Note shall be interpreted or construed to make Maker and Payee partners, joint
venturers or participants in any other legal relationship except that of borrower and lender. Maker represents that this is a
business loan, not a loan for personal or household purposes and that all of the proceeds of the loan shall be used exclusively for
business purposes.


 


16.
Waiver. Except as otherwise expressly provided to the contrary in this Note, or other loan documents relating to this
Note, Maker for itself and for its successors, transferees and assigns and all guarantors, endorsers and signers, hereby waives all valuation
and appraisement privileges, presentment and demand for payment, protest, notice of protest and nonpayment, dishonor and notice of dishonor,
bringing of suit, lack of diligence or delays in collection or enforcement of this Note and notice of the intention to accelerate, the
release of any party liable, the release of any security for this Note, the taking of any additional security and any other indulgence
or forbearance. Maker agrees that this Note and any or all payments coming due hereunder may be extended or renewed from time to time
without in any way affecting or diminishing Maker’s liability under this Note. The acceptance by Holder of a partial amount of
a payment due from Maker to Holder under this Note shall not constitute a waiver of the requirement of Maker to make a full payment to
Holder, and shall not constitute a waiver by Holder of the time of the essence provision of this Note.


 


17. Headings.
The subject headings of the paragraphs of this Note are included for purposes of convenience only and shall not affect the
construction or interpretation of any of its provisions.


 


18.
Security. As security for the loan represented by this Note, Maker and Guarantors will pledge as collateral
One Thousand (1000) Preferred shares of Fourth Wave Energy, Inc. (symbol: FWAV). In addition, Maker and Guarantor as the case may be,
agree that the Security Agreement and Unconditional Guarantee of even date herewith shall remain in full force and effect, and shall
secure repayment of the loan evidenced by this Note, until such time as the loan is repaid in full. Upon repayment of the loan and all
interest, the collateral will be released and returned to the Maker.


 


19. Entire
Agreement. This Note and the Unconditional Guarantee of even date herewith, and the documents and papers executed in accordance
therewith constitute the entire transaction between the parties hereto, and there have been no representations, warranties,
covenants, or conditions except those specified in such documents and in the documents and papers executed in accordance
therewith.


 


20. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but
all of which, when taken together, shall constitute one and the same instrument.


 


21. Successors
and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors, and
assigns, except as otherwise expressly provided herein.


 


 


 


 






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22. Capacity
to Execute. By affixing his signature hereto, John Darwin represents and warrants that he has the capacity to execute this Note
on behalf of each Maker, and that execution of this Note does not breach any existing contract, agreement, promissory note, or other
obligation of either Maker.


 


IN WITNESS WHEREOF, Maker has duly executed this Note as of
the day and year first above written.


 


 


	 	 FWAV


 


 


 


 


By:
/s/ Joe Isaacs


       Joe Isaacs, CEO












 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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