EXHIBIT 10.1


 


 


	$770,000.00	Dated as of December 10, 2021


 


 


PROMISSORY NOTE


 


For value received, and on
the terms and subject to the conditions set forth herein, EDGEMODE,  a corporation incorporated under the laws of the State of
Wyoming(the “Company”), hereby promises to pay FOURTH WAVE ENERGY, INC., a corporation incorporated under
the laws of the State of Nevada (the “Holder”), the aggregate principal amount of Seven Hundred Seventy Thousand
and No/100 United States Dollars (US$770,000.00) on the dates and in the amounts provided for in Section 3 hereof and, in any event, no
later than the Termination Date (as defined below).


 


Section 1. Certain
Terms Defined. The following terms for all purposes of this Promissory Note shall have the respective meanings specified below.


 


“Business Day”
shall mean any day except a Saturday, Sunday or other day on which commercial banks in New York are authorized by law to close.


 


“Company”
shall have the meaning ascribed to it in the preamble.


 


“Event of Default”
shall have the meaning ascribed to it in Section 7.


 


“Final Termination
Date” shall mean June 10, 2022 or such other later date as the Company and Holder may mutually agree in writing.


 


“Holder”
shall have the meaning ascribed to it in the preamble.


 


“Material Adverse
Effect” shall mean a material adverse effect on: (i) the legality, validity, binding effect or enforceability against the Company
of the Transaction Documents; (ii) the rights or remedies of Holder under any Transaction Document; (iii) the ability of Company to repay
the Holder in full in accordance with the terms and conditions of this Promissory Note or (iv) any litigation or breach of any term or
condition of any agreement or document which presently exists or which may hereafter exist which may threaten the ability of Company to
repay the Holder in full in accordance with the terms and conditions of this Promissory Note. For purposes of determining whether any
of the foregoing changes, effects, impairments, or other events have occurred, such determination shall be made by Holder, in its sole
and absolute discretion.


 


“Obligations”
means, now existing or in the future, any debt, liability or obligation of any nature whatsoever (including any required performance of
any covenants or agreements), whether secured, unsecured, recourse, nonrecourse, liquidated, unliquidated, accrued, voluntary or involuntary,
direct or indirect, absolute, fixed, contingent, ascertained, unascertained, known, unknown, whether or not jointly owed with others,
whether or not from time to time decreased or extinguished and later decreased, created or incurred, or obligations existing or incurred
under this this Promissory Note, or any other Transaction Documents, or any other agreement between any of the Company and the Holder,
as such obligations may be amended, supplemented, converted, extended or modified from time to time.


 


“Person”
shall mean any individual, partnership, limited liability company, limited liability partnership, corporation, trust, joint venture, joint
stock company, association, unincorporated organization, government or agency or political subdivision thereof, or other entity.


 


“Promissory Note”
shall mean this promissory note, as amended, restated or supplemented from time to time.


 


“Termination Date”
shall mean the earlier of the Final Termination Date or such date as declared by the Holder in accordance with Section 7.


 


“Transaction Documents”
shall mean this Promissory Note and such other agreements, documents, instruments, certificates, financial statements, rules, resolutions,
opinions of counsel, notes and other items which the Holder shall require in connection with this Promissory Note.


 


 






    	 	 	 



     


    

 


Section 2. Promissory
Note Consideration. This Promissory Note is being delivered in exchange for a payment of cash proceeds to the Company equal to Seven
Hundred and Seventy Thousand and No/100 United States Dollars (US$770,000.00).


 


Section 3. Interest
and Principal Payments. 


 


The principal amount of this
Promissory Note shall bear at sixteen percent (16%) per annum. Interest shall be payable on the Termination Date.


 


Section 4. Optional
Prepayments


 


The Company may prepay the
principal amount together with any interest then owing in whole or in part at any time upon five (5) Business Days’ notice to the
Holder. The amount owing and payable by the Company to the Holder on the date of any such prepayment shall be equal to 130% of the principal
amount of this Promissory Note plus any accrued and unpaid interest and other costs or expenses owing to the Holder hereunder.


 


Section 5. General
Provisions As To Payments. 


 


All cash payments hereunder
shall be made not later than 12:00 Noon (New York City time) by cashier’s check or by wire transfer of immediately available funds
to the Holder’s account at a bank in the United States specified by the Holder in writing to the Company without reduction by reason
of any set-off or counterclaim on the date when due (or if any such day is not a Business Day, then on the next succeeding Business Day).


 


Section 6 Representations
and Warranties of the Company.


 


The Company represents and
warrants to the Holder that:


 


(a)                
this Promissory Note constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance
with its terms, except as enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws
of general application affecting enforcement of creditors’ rights generally, and (ii) laws relating to the availability of specific
performance, injunctive relief, or other equitable remedies;


 


(b)                
the Company (i) is a corporation duly organized, legally existing and in good standing under the laws of its state of organization,
(ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (x) own
or lease its assets and carry on its business and (y) execute, deliver and perform its obligations under the Transaction Documents, and
(iii) is duly qualified as a foreign corporation and is licensed and in good standing in all jurisdictions in which the nature of its
business or location of its properties require such qualification or license;


 


(c)                
the Company’s execution, delivery and performance of this Promissory Note and all other Transaction Documents to which it is
a party (i) has been duly authorized by all necessary corporate action of the Company, (ii) does not violate any provisions of the Company
Certificate of Incorporation or by-laws or any, law, regulation, order, injunction, judgment, decree or writ to which the Company is subject,
and (iii) does not violate any material contract or material agreement or require the consent or approval of any other Person which has
not already been obtained;


 


(d)                
the execution, delivery and performance by the Company of this Promissory Note does not and will not result in the breach of any agreement,
law or statute, or any judgment, degree or order entered into in a proceeding to which the Company is or was a party; and


 


(e)                
to the best knowledge of the Company, no other information provided by or on behalf of the Company to the Holder, either as a disclosure
schedule to this Promissory Note, or otherwise in connection with Holder’s due diligence investigation of the Company contains
any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the
light of the circumstance under which they are or were made, not misleading.


 


 






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Section 7. Events
Of Default. 


 


Each of the following events
shall constitute an “Event of Default”:


 


(a)                       
any outstanding principal of this Promissory Note shall not be paid on the Termination Date or any interest shall not be paid when
due;


 


(b)                       
Company defaults in the due and punctual observance or performance of any covenant, condition or agreement contained in this Promissory
Note;


 


(c)                       
a Material Adverse Effect shall occur;


 


(d)                       
a court shall enter a decree or order for relief in respect of Company in an involuntary case under any applicable bankruptcy, insolvency
or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or
similar official) of Company or for any substantial part of the property of Company or ordering the winding up or liquidation of the affairs
of Company;


 


(e)                       
Company shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect,
or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession
by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Company or for any substantial part of
the property of Company, or Company shall make any general assignment for the benefit of creditors: or


 


(f)                       
The Holder and the Company shall not have consummated a merger by March 31, 2022.


 


If an Event of Default described
in (d) or (e) above shall occur, the unpaid principal of this Promissory Note shall become immediately due and payable. Immediately upon
the occurrence of any Event of Default described in (d) or (e) above, or upon failure to pay the principal amount of this Promissory Note
on the Termination Date, the Holder, without any notice to the Company, which notice is expressly waived by the Company, may proceed to
protect, enforce, exercise and pursue any and all rights and remedies available to the Holder under this Promissory Note and any other
agreement or instrument, and any and all rights and remedies available to the Holder at law or in equity.


 


If any Event of Default described
in clauses (a) through (c) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Holder may immediately
declare all or any portion of the unpaid principal amount of this Promissory Note to be due and payable, whereupon the full unpaid amount
of this Promissory Note which shall be so declared due and payable shall be and become immediately due and payable, without further notice,
demand or presentment.


 


Upon an Event of Default,
the Holder shall be entitled to received 120% of the principal amount of this Promissory Note plus any accrued and unpaid interest and
any other fees or expenses payable hereunder.


 


Section 8. Further
Assurances.


 


The Company hereby agrees
that, from time to time upon the written request of the Holder, each will execute and deliver such further documents and do such other
acts and things as the Holder may reasonably request in order fully to effect the purposes of this Promissory Note.


 


Section 9. Powers
And Remedies Cumulative; Delay Or Omission Not Waiver Of Event Of Default. 


 


No right or remedy herein
conferred upon or reserved to the Holder is intended to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing
at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.





 


No delay or omission of the
Holder to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right
or power or shall be construed to be a waiver of any Event of Default or an acquiescence therein; and every power and remedy given by
this Promissory Note or by law may be exercised from time to time, and as often as shall be deemed expedient, by the Holder.


 






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Section 10. Transfers.



 


The Company may transfer or
assign this Promissory Note to any Person; provided, however that the Company obtains the prior written consent of the Holder.


 


Section 11. Modification.



 


This Promissory Note may be
modified only with the written consent of the Company and the Holder.


 


Section 12. Expenses.


 


The Company agrees to pay
and reimburse the Holder upon demand for all costs and expenses (including, without limitation, attorneys’ fees and expenses) that
the Holder may reasonably incur in connection with (i) the exercise or enforcement of any rights or remedies (including, but not limited
to, collection) granted hereunder or otherwise available to it (whether at law, in equity or otherwise), or (ii) the failure by Company
to perform or observe any of the provisions hereof.


 


The provisions of this Section
shall survive the execution and delivery of this Promissory Note, the repayment of any or all of the principal or interest owed pursuant
hereto, and the termination of this Promissory Note.


 


Section 13. Notices.


 


Any notice, request or other
communication to be given or made under this Promissory Note to the parties shall be in writing. Such notice, request or other communication
shall be deemed to have been duly given or made when it shall be delivered by hand, international courier (confirmed by facsimile), or
facsimile (with a hard copy delivered within two (2) Business Days) to the party to which it is required or permitted to be given or made
at such party’s address specified below or at such other address as such party shall have designated by notice to the party giving
or making such notice, request or other communication, it being understood that the failure to deliver a copy of any notice, request or
other communication to a party to whom copies are to be sent shall not affect the validity of any such notice, request or other communication
or constitute a breach of this Promissory Note.


 


	If to Company:	EDGEMODE
	 	 
	 	Attention:	Charlie Faulkner
	 	Email:	charlie@edgemode.io
	 	 	 
	 	 
	With a copy to (which shall not constitute notice):	Nason Yeager Gerson Harris & Fumero, P.A.
	 	Attention:	Brian Bernstein/Brian Pearlman
	 	Email:	bbernstein@nasonyeager.com
	 	Emai2:	Bpearlman@nasonyeager.com
	 	 
	If to the Holder:	FOURTH WAVE ENERGY, INC.
	 	75 E Santa Clara, 6th Floor,

San Jose, CA 95113
	 	Attention:	 
	 	Email:	 
	 	Telephone:	 
	 	 
	
    With a copy to (which shall not constitute notice):

     

     

     
	
     

     

    Lucosky Brookman LLP

    101 Wood Avenue South

    Woodbridge, NJ 08830

    Attention: Lawrence Metelitsa

    E-mail: lmetelitsa@lucbro.com




 


 






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Section 14. Governing
Law.


 


This Promissory Note shall
be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance
of this Promissory Note shall be governed by, the laws of the State of New York, without giving effect to provisions thereof regarding
conflict of laws. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting
in New York County in the State of New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any
claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or proceeding by sending by certified mail or overnight courier
a copy thereof to such party at the address indicated in the preamble hereto and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF
ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS PROMISSORY NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


Section 15. Security
Interest


 


As collateral security for the prompt payment
in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, the Company hereby pledges and grants
to the Holder, a Lien on and security interest in and to all of the Company’s assets, including all right, title and interest in
the following properties and assets of the Holder, whether now owned by Holder or hereafter acquired and whether now existing or hereafter
coming into existence and wherever located (all being collectively referred to herein as “Collateral”) (capitalized
terms used in this Section 16 but not otherwise defined in this Promissory Note shall have the meanings ascribed to them in the Uniform
Commercial Code as in effect from time to time in the State of New York; provided, that to the extent that the Uniform Commercial Code
is used to define any term herein and such term is defined differently in different Articles or Divisions of the Uniform Commercial Code,
the definition of such term contained in Article or Division 9 shall govern):


 


(a)       all
Instruments, together with all payments thereon or thereunder;


 


(b)       all
Accounts;


 


(c)       all
Inventory;


 


(d)       all
General Intangibles (including payment intangibles (as defined in the UCC) and Software);


 


(e)       all
Equipment;


 


(f)       all
Documents;


 


(g)       all
Contracts;


 


(h)       all
Goods;


 


(i)       all
Investment Property, including without limitation all equity interests now owned or hereafter acquired by the Company;


 


(j)       all
Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by the Company;


 


(k)       all
Commercial Tort Claims;


 


(l)       all
Trademarks, Patents and Copyrights;


 


 






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(m)       all
books and records pertaining to the other Collateral;


 


(n)       all
Software; and


 


(o)       all
other tangible and intangible property and other assets of the Company, including, without limitation, all interests in real property,
Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any
of the property of the Company described in the preceding clauses of this Section 16 (including, without limitation, any proceeds of insurance
thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise
included in the foregoing, and all books, correspondence, files, records, invoices and other papers, including without limitation all
tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the
control of the Company, or any computer bureau or service company from time to time acting for the Company.


 


Section 16. Miscellaneous.


 


The parties hereto hereby
waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance
and enforcement of or any default under this Promissory Note, except as specifically provided herein, and assent to extensions of the
time of payment, or forbearance or other indulgence without notice. The Section headings herein are for convenience only and shall not
affect the construction hereof. Any provision of this Promissory Note which is illegal, invalid, prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity, prohibition or unenforceability without invalidating
or impairing the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
This Promissory Note shall bind the Company and its permitted successors and assigns. The rights under and benefits of this Promissory
Note shall inure to the Holder and its successors and assigns.


 


Notwithstanding any provision
in this Promissory Note or the other Transaction Documents, the total liability for payments of interest and payments in the nature of
interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall
not exceed the limit imposed by the usury laws of the jurisdiction governing this Promissory Note or any other applicable law. In the
event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges,
fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective
rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction
governing this Promissory Note, all sums in excess of those lawfully collectible as interest for the period in question shall, without
further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance of this
Promissory Note immediately upon receipt of such sums by the Holder, with the same force and effect as though the Company had specifically
designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Holder had agreed to accept
such sums as a penalty-free payment of principal; provided, however, that the Holder may, at any time and from time to time, elect, by
notice in writing to the Company, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest
rather than accept such sums as a prepayment of the outstanding principal balance. It is the intention of the parties that the Company
does not intend or expect to pay nor does the Holder intend or expect to charge or collect any interest under this Promissory Note greater
than the highest non-usurious rate of interest which may be charged under applicable law.


 


 


 


 


 


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IN WITNESS WHEREOF, the Company has executed this Promissory Note as
of the date set forth above.


 


 


COMPANY:


 


 


EDGEMODE


 


 


By:  /s/ Charlie Faulkner                                        


 


Name: Charlie Faulkner 


Title: CEO


 


 


Acknowledged and Agreed:


 


 


HOLDER:


 


  


FOURTH WAVE ENERGY, INC.


 


 


By:  /s/ Joseph Isaacs                                                    


Name: Joseph Isaacs


Title: CEO