Attached files
Exhibit
10.20
THIS
PROMISSORY NOTE (THE “SECURITIES”) HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF
APPLICABLE STATES. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR AN
EXEMPTION FROM SUCH REGISTRATION REQUIREMENT. INVESTORS SHOULD BE
AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THIS
PROMISSORY NOTE MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY
PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES
ACT AND ALL APPLICABLE STATE SECURITIES LAWS.
Principal
Amount:
$100,000
Issue
Date: September 5, 2018 Actual Amount of Purchase Price:
$100,000.00
BLOCKCHAIN
INDUSTRIES, INC. PROMISSORY NOTE
1. Principal.
Blockchain Industries, Inc., a Nevada corporation (the
“Company”), for
value received, hereby promises to pay to the order of Ian Molendyk
(including its permitted assigns and successors, the
“Holder”), in
lawful money of the United States of America at the address for
notices to Holder set forth below, the principal amount of
$100,000.00, (the “Principal
Amount”), and to pay a one time charge of interest on
the Principal Amount hereof at the rate of ten percent (10%) of the
Principal Amount (the “Interest Rate”) due and payable on
September 18, 2018 (the “Maturity Date”).
2. Interest
and Maturity. The
Company promises to pay the Principal Amount and Interest Rate on
the Maturity Date. Unless prepaid earlier as set forth below, all
unpaid principal and unpaid accrued interest on this Note shall be
due and payable on the Maturity Date.
3. Prepayment.
This Note may be prepaid, in whole or in part, without the prior
approval of the Holder. If the Company desires to prepay this Note,
then the Company shall provide the Holder five (5) days prior
notice of the amount of the prepayment. Any prepayment of this Note
hereunder shall be without penalty and will be credited first
against accrued interest and then principal. Upon payment in full
of the amount of all principal and interest payable hereunder, this
Note shall be surrendered to the Company for
cancellation.
4. Notices.
Any notice, other communication or payment required or permitted
hereunder shall be given in writing and shall be deemed effectively
given as provided in the Subscription Agreement.
5. Defaults
and Remedies.
5.1 Events of Default. An
“Event of
Default” shall occur hereunder if:
(i)
the Company shall
default in the payment of the principal and interest of this Note,
when and as the same shall become due and payable, and the Company
has not cured such default within five (5) days after the Company
receives written notice of such default;
(ii)
the Company shall
default in the due observance or performance of any covenant,
representation, warranty, condition or agreement on the part of the
Company to be observed or performed pursuant to the terms hereof or
pursuant to the terms of the Subscription Agreement other than the
payment of principal and interest, and such default is not remedied
or waived within the time periods permitted for therein, or if no
cure period is provided therein, within thirty (30) days after the
Company receives written notice of such default;
(iii)
the execution by
the Company of a general assignment for the benefit of creditors;
or
(iv)
the filing by or
against the Company of any proceeding or petition in bankruptcy or
for dissolution, liquidation, winding-up, composition or other
relief of debtors under state or federal bankruptcy laws or a
receiver or trustee is appointed for the Company or a substantial
part of its property, and such proceeding, petition or appointment
is not dismissed or discharged within thirty (30) days after its
commencement; or
5.2 Acceleration.
If any Event of Default occurs and is continuing beyond the
applicable notice and cure period (if any), the Holder, by written
notice to the Company, may declare the principal of and accrued
interest on this Note to be due and payable immediately. Upon any
such declaration of acceleration, such principal and interest shall
become immediately due and payable and the Holder shall be entitled
to exercise all of its rights and remedies with respect thereto.
The failure of the Holder to declare the Note due and payable shall
not be a waiver of its right to do so, and the Holder shall retain
the right to declare the Note due and payable unless it shall
execute a written waiver.
5.3 Penalties for
Default. In the
Event of Default as described in Section 5.1, Company shall pay to
Holder a one time (1x) penalty equal to two times (2x) the Interest
Rate.
6. No
Rights as an Equity Owner. This Note does not by itself
entitle the Holder to any voting or other rights as an equity owner
of the Company.
7. Waiver
of Notice of Presentment. The Company hereby waives
presentment, demand for performance, notice of non-performance,
protest, notice of protest and notice of dishonor. No delay
on
the
part of Holder in exercising any right hereunder shall operate as a
waiver of such right or any other right.
8. Non-Waiver.
The failure of the Holder to enforce or exercise any right or
remedy provided in this Note or at law or in equity upon any
default or breach shall not be construed as waiving the rights to
enforce or exercise such or any other right or remedy at any later
date. No exercise of the rights and powers granted in or held
pursuant to this Note by the Holder, and no delays or omissions in
the exercise of such rights and powers shall be held to exhaust the
same or be construed as a waiver thereof, and every such right and
power may be exercised at any time and from time to
time.
9. Governing
Law. This Note is being delivered in and shall be construed
in accordance with the laws of the Commonwealth of New York without
regard to the conflicts of laws provisions thereof.
10. Loss
of Note. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of
this Note or any Note exchanged for it, and indemnity satisfactory
to the Company (in case of loss, theft or destruction) or surrender
and cancellation of such Note (in the case of mutilation), the
Company will make and deliver in lieu of such Note a new Note of
like tenor.
11. Equal
Ranking. This Note shall rank equally without preference or
priority of any kind over the other Notes of like tenor issued
pursuant to the Subscription Agreement, and all payments on account
of principal and interest with respect to any of such Notes shall
be applied ratably and proportionally on all outstanding Notes on
the basis of the outstanding principal amount of the outstanding
Notes.
12. Amendment.
Any term of this Note may be amended only with the written consent
of the Company and the Holder. Any amendment or waiver effected in
accordance with this Section 12 shall be binding upon the Holder,
each other holder of Notes, each future holder of any Note and the
Company, and the Company shall promptly give notice to all holders
of outstanding Notes of any amendment or waiver effected in
accordance with this Section 12.
13. Transfer.
The terms and conditions of this Note shall inure to the benefit of
and be binding upon the Holder and the Company and their respective
successors and permitted assigns. This Note may be transferred only
upon surrender of the original Note for registration of transfer,
duly endorsed, or accompanied by a duly executed written instrument
of transfer in form satisfactory to the Company. This Note is
non-negotiable and may not be transferred without the prior written
consent of the Company (such consent not to be unreasonably
withheld, delayed or conditioned). Thereupon, a new note for the
same principal amount and interest will be issued to, and
registered in the name of, the transferee. Interest and principal
are payable only to the registered Holder. Transfers of this Note
remain subject to applicable restrictions on such transfer under
federal and state securities laws and the provisions of the
Subscription Agreement, and all terms and provisions of this
Note.
[Signature page follows.]
IN
WITNESS WHEREOF, the Company has caused this Note to be signed in
its name effective as of the date first above written.
COMPANY:
Blockchain
Industries, Inc.
By:
Patrick
Moynihan, CEO