Exhibit
10.2


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE
UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER,
IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR
(E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND
THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE
REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE U.S. SECURITIES ACT.


 


8%
CONVERTIBLE PROMISSORY NOTE


 


MAXWELL
RESOURCES, INC.


 


DUE


 


	Original
    Issue Date:   	US$                  


 


This
Convertible Promissory Note (the “Note”) is duly authorized and issued by Maxwell Resources, Inc., a Nevada
corporation ( “Company”), to (together with permitted successors and assigns, “Holder”)
in accordance with exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”).


 


Article
I.


 


Section
1.01        Principal and Interest. For value received, Company promises to pay
Holder the principal sum of            ($        ) on the earlier of (i)            (the “Maturity Date”), or (ii) an Event of Default (as
defined in Section 3.01). The unpaid principal balance of the Note shall accrue interest at 8% per annum. On the Maturity Date,
the entire unpaid principal amount and accrued interest shall be paid to the Holder unless this Note is converted in accordance
with Section 1.02 herein. The Company may prepay any portion of the principal amount of this Note without the prior written consent
of the Holder.


 


Section
1.02        Conversion. Holder shall be entitled, at his option, to convert all
or any part of the principal amount of the Note into Company’s common stock (the “Conversion Shares”)
at a variable conversion price (the “Conversion Price”) as set forth below. The number of shares issuable upon
a conversion shall be determined by the quotient obtained by dividing (1) the outstanding principal amount of the Note (or, if
applicable, the portion thereof to be converted) plus any accrued interest thereon, and (2) the Conversion Price. To convert this
Note, Holder hereof shall deliver written notice thereof, substantially in the form of Exhibit A to this Note, with appropriate
insertions (the “Conversion Notice”), to the Company. The date upon which the conversion shall be effective
(the “Conversion Date”) shall be deemed to be the date set forth in the Conversion Notice. Any conversion of
any portion of the Note shall be deemed to be a pre-payment of principal, without penalty or premium. The Conversion Price
shall be the lesser of (i) 50% of the average of the lowest three (3) closing bid prices for the Company’s common stock
during the ten (10) trading days prior to the Conversion Date or (ii) $.0075 per share. If Holder elects to convert only a portion
of the Note, then Company shall reissue a new note in substantially the same form as this Note to reflect the new principal amount.


 






    	 



    	 



    

 


Article
II.


 


Section
2.01        Events of Default. Each of the following events shall constitute a default
under this Note (each an “Event of Default”):


 


(a)            failure by the Company to pay any amount due within five (5) days of the due date;


 


(b)            failure by the Company to cause stock to be issued to Holder within five (5) days of the Company’s receipt of a Conversion
Notice;


 


(c)            failure by the Company for five (5) days after notice to it to comply with any of its other agreements in the Note;


 


Section
2.02        If any Event of Default occurs, all amounts due or contemplated to be due under
the Note shall become immediately due and payable without notice or demand (an “Acceleration Event”). Upon occurrence
of an Acceleration Event, interest on this Note shall begin to accrue at the rate of 15% per annum. Holder need not provide and
Company hereby waives any presentment, demand, protest, notice of acceleration, notice of intent to accelerate, or any other notice
of any kind.


 


Article
III.


 


Section
3.01        Adjustments and Limits on Conversion


 


(a)            Adjustment of Conversion Price upon Subdivision or Combination of Common Stock. If Company at any time after the date of
issuance of this Note subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its
outstanding shares of common stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision
will be proportionately reduced. If the Company at any time after the date of issuance of this Note combines (by combination,
reverse stock split or otherwise) one or more classes of its outstanding shares of common stock into a smaller number of shares,
the Conversion Price in effect immediately prior to such combination will be proportionately increased.


 


(b)            Conversion Limitation. Notwithstanding anything contained herein to the contrary, Holder shall not be entitled to convert
pursuant to the terms of the Note an amount that would be convertible into that number of Conversion Shares which, when added
to the number of shares of Company’s common stock (“Common Stock”) otherwise beneficially owned by such Holder
would exceed 4.99% of the outstanding shares of Common Stock of the Borrower at the time of conversion. For the purposes of the
immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act
and Regulation 13d-3 thereunder.


 






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Section
3.02        Lock-Up. Notwithstanding anything contained herein to the contrary, the Holder agrees that, without the express
written permission of the Company pursuant to a resolution of the Board of Directors of the Company, it shall not transfer, offer,
pledge, sell, contract to sell, grant any of the Shares for the sale of or otherwise dispose of, directly or indirectly, any of
the Shares held by such Holder through the date which is one year from the Conversion date. The Shares or any securities issued
in exchange of the Shares shall be returned to the Company for cancellation upon the Holder’s breach of this Section 3.02
of this Agreement.


 


Article
IV.


 


Section
4.01        Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this
Note shall be governed by and construed and enforced in accordance with the internal laws of the State of Texas, without regard
to the principles of conflicts of law thereof. Any lawsuit arising out of or relating to this Note shall be brought in Dallas
County, Texas, and the parties irrevocably submits to the exclusive jurisdiction of such courts and irrevocably waive any defense
or other matter relating to personal jurisdiction, venue, or forum non conveniens.


 


Section
4.02        Jury Waiver. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law,
any and all right to trial by jury in any legal proceeding arising out of or relating to this Note.


 


Section
4.03        Attorneys’ Fees. The parties agree that in any action or proceeding to enforce any provision of this
Note, the prevailing party shall be entitled to an award of attorneys’ fees, costs, and expenses incurred.


 


Section
7.05        Severability. The invalidity of any provision of this Note shall not invalidate or otherwise affect any other
provision of this Note.


 


Section
7.06       Entire Agreement and Amendments. This Note represents the entire agreement between the parties and there are
no representations, warranties or commitments, except as set forth herein. This Note may be amended only by an instrument in writing
executed by the parties hereto.


 






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IN
WITNESS WHEREOF, with the intent to be legally bound hereby, Company executes this Note as of the date first written above.


 


	 	MAXWELL
    RESOURCES, INC.
	 	 	 
	 	By:	 
	 	Name:	Mike Edwards
	 	Title:	Chief Executive Officer


 






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EXHIBIT
A


 


NOTICE
OF CONVERSION


 


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


 


	TO:	 


 


The
undersigned hereby irrevocably elects to convert
$                                          
  of the principal amount of the above Note into Shares of Common Stock of Maxwell Resources, Inc., according to the
conditions stated therein, as of the Conversion Date written below.


 


	Conversion
    Date:	 
	Applicable
    Conversion Price:	 
	Signature:	 
	Name:	 
	Address:	 
	Amount
    to be converted:	$
	Amount
    of Note unconverted:	$
	Conversion
    Price: 	$
	Number
    of shares of Common Stock to be issued including as payment of interest, if applicable:	 
	Please
    issue the shares of Common Stock in the following name and to the following address:	 
	Issue
    to the following account of the Holder:	 
	Authorized
    Signature:	 
	Name:	 
	Title:	 
	Phone
    Number:	 
	Broker
    DTC Participant Code:	 
	Account
    Number: