Exhibit 10.1

PROMISSORY NOTE

FOR VALUE RECEIVED, RIVULET MEDIA, INC., a Delaware corporation with an address of 1206 E. Warner Rd, Suite 101-I, Gilbert, AZ 85296 (“Maker”), agrees and promises to pay to the order of ____________________ with an address of ____________________ (“Holder”), the sum of ____________________ ($__________), with such amount payable to Holder at the address set forth above, or at such other place as Holder may designate.

1.            No Interest. No interest shall accrue under this promissory note (this “Note”).

2.            Payments. The entire balance of this Note is due and payable on or before __________ (the “Maturity Date”). Maker may prepay all or any portion of this Note at any time without penalty.

3.            Security. This Note is unsecured.

4.            Default. The existence or occurrence of any one or more of the following will constitute an “Event of Default” under this Note:

4.1             Non-Performance. Maker’s failure to comply timely and fully with any of the terms or provisions of this Note, including, without limitation, the failure to pay all amounts due within ten (10) days after the due date.

4.2             Bankruptcy; Insolvency. Maker being insolvent by being unable to pay debts when due or by having liabilities in excess of assets; or Maker committing an act of bankruptcy, making a general assignment for the benefit of creditors, or the filing by or against Maker of a voluntary or involuntary petition in bankruptcy or for the appointment of a receiver (and any involuntary petition is not dismissed within thirty (30) days from the filing thereof); or if there commences under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, proceedings affecting any significant part of Maker’s property or for the composition, extension, arrangement, or adjustment of any of their respective obligations; or if a writ of attachment, execution, or any similar process is issued or levied against any significant part of Maker’s property that is not released, stayed, bonded, or vacated within a reasonable time after its issue or levy.

5.            Default Interest. Upon the occurrence of an Event of Default, Holder shall be entitled to receive and Maker shall pay interest on the entire unpaid principal balance at a rate (the “Default Rate”) equal to ten percent (10%) per annum. The Default Rate shall be computed from the occurrence of the Event of Default until payment in full. This clause, however, shall not be construed as an agreement or privilege to extend the Maturity Date, nor as a waiver of any other right or remedy accruing to Holder by reason of the occurrence of any Event of Default.

6.            Acceleration. In addition to all other rights and remedies at law and/or equity Holder may have if an Event of Default occurs, Holder, at its option without further notice to Maker, may declare immediately due and payable the unpaid principal balance of this Note together with all other sums owed by Maker under this Note.

7.            Notices. All notices that Holder or Maker is required or permitted to give under this Note shall be delivered to the addresses of Maker and Holder as set forth in the opening paragraph.

8.            Severability. If any term or provision of this Note is, to any extent, determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Note will not be affected, and the invalid or enforceable term or provision will be reduced or otherwise modified by the court or authority only to the minimum extent necessary to make it valid and enforceable. If any term or provision cannot be reduced or modified to make it reasonable and permit its enforcement, it will be severed from this Note and the remaining terms will be interpreted in a way as to give maximum validity and enforceability to this Note. It is the intention of Maker that, if any provision of this Note is capable of two constructions, one of which would render the provisions void and the other of which would render the provisions valid, then the provision will have the meaning that renders it valid.

9.           Time of the Essence. Time is of the essence of this Note. Whenever notice must be given, payment made, document delivered, or an act done under this Note on a day that is not a Business Day, the notice may be given, payment made, document delivered, or act done on the next following day that is a Business Day. “Business Day” means a day other than a Saturday, Sunday, or a day observed as a legal holiday by the United States government or the State of Arizona.

10.         Governing Law; Jurisdiction and Venue. This Note is to be governed by and interpreted in accordance with the laws of the State of Arizona. Any legal action or proceeding with respect to this Note or any document related hereto shall be brought in Maricopa County, Arizona in any court of competent jurisdiction, and, by execution and delivery of this Note, Maker and the Holder hereby accept the jurisdiction and venue of such courts.

11.         Successors and Assigns. This Note shall be binding upon and inure to the benefit of Maker and Holder and their respective successors and permitted assigns. Maker may not voluntarily or involuntarily transfer, convey, or assign this Note, or any of its duties or obligations hereunder, without Holder’s prior written consent, which may be withheld for any reason, or for no reason at all. As used herein, the term “Holder” means and includes the successors and permitted assigns of the Holder.

12.         Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of Maker, which is absolute and unconditional, to pay the principal amount and accrued interest of this Note at the time, place, and rate, and in the currency, herein prescribed. This Note is a direct debt obligation of Maker.

13.         Attorneys’ Fees and Costs. Each party shall bear its own expenses in connection with the issuance of this Note; provided, however, that if any action at law or in equity is necessary to enforce or interpret the terms of this Note, the prevailing party shall be entitled to its reasonable attorneys’ fees, costs, and disbursements in addition to any other relief to which such party may be entitled.

14.         No Waiver by Holder. No delay or failure of Holder in exercising any right hereunder shall affect such right, nor shall any single or partial exercise of any right preclude further exercise thereof.

Exhibit 10.2

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, RIVULET MEDIA INC., a Delaware corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of GENEVA ROTH REMARK HOLDINGS, INC., a New York corporation, or registered assigns (the “Holder”) the sum of $__________ together with any interest as set forth herein, on __________, 2022 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of ten percent (10%)(the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not converted into common stock, $0.0001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The following terms shall apply to this Note:

ARTICLE I. CONVERSION RIGHTS

1.1         Conversion Right. The Holder shall have the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined in Article Ill), each in respect of the remaining outstanding amount of this Note to convert all or any part of the outstanding and unpaid amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the Holder. 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, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”); however, if the Notice of Conversion is sent after 6:00pm, New York, New York time the Conversion Date shall be the next business day. 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, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.4 hereof.

1.2         Conversion Price. The Conversion Price shall be equal to the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 65% multiplied by the Market Price (as defined herein) (representing a discount rate of 35%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

1.3          Authorized Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized and reserved six times the number of shares that would be issuable upon full conversion of the Note (assuming that the 4.99% limitation set forth in Section 1.1 is not in effect) (based on the respective Conversion Price of the Note (as defined in Section 1.2) in effect from time to time, initially __________ shares) (the “Reserved Amount”). The Reserved Amount shall be increased (or decreased with the written consent of the Holder) from time to time in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.

1.4         Method of Conversion.

(a)            Mechanics of Conversion. As set forth in Section 1.1 hereof, from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, this Note may be converted by the Holder in whole or in part at any time from time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower (upon payment in full of any amounts owed hereunder).

The Holder shall be entitled to deduct $500.00 from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion. Any additional expenses incurred by Holder with respect to the Borrower’s transfer agent, for the issuance of the Common Stock into which this Note is convertible into, shall immediately and automatically be added to the balance of the Note at such time as the expenses are incurred by Holder.

If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price.

(b)            Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion.

(c)            Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.

(d)           Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“OTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions set forth herein, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with OTC through its Deposit Withdrawal Agent Commission (“DWAC”) system.

(e)            Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the “Fail to Deliver Fee”); provided; however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e., transfer agent; and not the result of any failure to pay such transfer agent) despite the best efforts of the Borrower to effect delivery of such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 1.4(e) are justified.

1.5          Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless: (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement).

Any restrictive legend on certificates representing shares of Common Stock issuable upon conversion of this Note shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if the Borrower or its transfer agent shall have received an opinion of counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that (i) a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be accepted by the Company so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act; or otherwise may be sold pursuant to an exemption from registration. In the event that the Company does not reasonably accept the opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such as Rule 144), at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

1.6         Effect of Certain Events.

(a)            Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of Default (as defined in Article Ill) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article Ill). “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

(b)           Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, ten (10) days prior written notice (but in any event at least five (5) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Note. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

(c)            Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

1.7         Prepayment. Notwithstanding anything to the contrary contained in this Note, at any time during the periods set forth on the table immediately following this paragraph (the “Prepayment Periods”), the Borrower shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.7. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the direction of the Holder as specified by the Holder in a writing to the Borrower (which shall direction to be sent to Borrower by the Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage (“Prepayment Percentage”) as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4 hereof (the “Optional Prepayment Amount”). If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.7.

After the expiration of one hundred eighty (180) days following the Issue Date, the Borrower shall have no right of prepayment.

ARTICLE II. CERTAIN COVENANTS

2.1         Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

ARTICLE Ill. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

3.1          Failure to Pay Principal and Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity or upon acceleration and such breach continues for a period of five (5) days after written notice from the Holder.

3.2         Conversion and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.

3.3         Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of twenty (20) days after written notice thereof to the Borrower from the Holder.

3.4         Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

3.5         Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

3.6         Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

3.7         Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC (which specifically includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.

3.8         Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

3.9         Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.10       Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

3.11       Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC at any time after 180 days after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

3.12       Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

3.13       Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements” means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term “Other Agreements” shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder.

Upon the occurrence and during the continuation of any Event of Default specified in Section 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due at the Maturity Date), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Default Sum (as defined herein). UPON THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND THE BORROWER SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT SUM (AS DEFINED HEREIN); MULTIPLIED BY (Z) TWO (2). Upon the occurrence and during the continuation of any Event of Default specified in Sections 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due on this Note upon a Trading Market Prepayment Event pursuant to Section 1.7 or upon acceleration), 3.3, 3.4, 3.7, 3.8, 3.10, 3.11, 3.12, 3.13, and/or 3.14 exercisable through the delivery of written notice to the Borrower by such Holders (the “Default Notice”), and upon the occurrence of an Event of Default specified the remaining sections of Articles Ill (other than failure to pay the principal hereof or interest thereon at the Maturity Date specified in Section 3,1 hereof), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the greater of (i) 150% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”) plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Sum”) or (ii) the “parity value” of the Default Sum to be prepaid, where parity value means (a) the highest number of shares of Common Stock issuable upon conversion of or otherwise pursuant to such Default Sum in accordance with Article I, treating the Trading Day immediately preceding the Mandatory Prepayment Date as the “Conversion Date” for purposes of determining the lowest applicable Conversion Price, unless the Default Event arises as a result of a breach in respect of a specific Conversion Date in which case such Conversion Date shall be the Conversion Date), multiplied by (b) the highest Closing Price for the Common Stock during the period beginning on the date of first occurrence of the Event of Default and ending one day prior to the Mandatory Prepayment Date (the “Default Amount”) and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

If the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect.

ARTICLE IV. MISCELLANEOUS

4.1         Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

4.2         Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Borrower, to:

RIVULET MEDIA INC.

1206 East Warner Road, Suite 101-1

Gilbert, Arizona 85296

Attn: Michael Witherill, President, Chief Financial Officer, Vice-Chairman of the Board

Fax:

Email: mw@rivuletfilms.com

If to the Holder:

GENEVA ROTH REMARK HOLDINGS, INC.

111 Great Neck Road, Suite 214

Great Neck, NY 11021

Attn: Curt Kramer, Chief Executive Officer

e-mail: genevarothremark@gmail.com

With a copy by fax only to (which copy shall not constitute notice):

Naidich Wurman LLP

111 Great Neck Road, Suite 216

Great Neck, NY 11021

Attn: Allison Naidich

facsimile: 516-466-3555

e-mail: allison@nwlaw.com

4.3          Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

4.4          Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the Securities and Exchange Commission). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement; and may be assigned by the Holder without the consent of the Borrower.

4.5          Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

4.6         Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of New York or in the federal courts located in the state and county of Nassau. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note 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 other manner permitted by law.

4.7          Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

4.8          Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on __________, 2021

RIVULET MEDIA INC.

By: /s/ Michael Witherill

Michael Witherill

President, Chief Financial Officer, Vice-Chairman of the Board

EXHIBIT A -- NOTICE OF CONVERSION

The undersigned hereby elects to convert $__________ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of RIVULET MEDIA INC., a Delaware corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of July 8, 2021 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

Name of DTC Prime Broker:

Account Number:

Exhibit 10.3

NEITHER THIS PROMISSORY NOTE (THIS “NOTE”) NOR THE SECURITIES THAT ARE ISSUABLE UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933; OR (B) AN OPINION OF COUNSEL (REASONABLY ACCEPTABLE TO THE COMPANY), IN AN ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933; OR (II) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933.

THIS NOTE IS ONE OF A SERIES OF PROMISSORY NOTES BEING ISSUED BY THE COMPANY, EACH OF WHICH NOTES IS IDENTICAL EXCEPT FOR ONE OR MORE OF THE IDENTITY OF THE HOLDER THEREOF, THE PRINCIPAL AMOUNT, AND THE DATE OF ISSUANCE. THE COMPANY AND THE HOLDER, BY THEIR ACCEPTANCE OF THIS NOTE, ACKNOWLEDGE AND AGREE THAT ANY AMENDMENT OF THE TERMS AND PROVISIONS OF THIS NOTE IS SUBJECT TO THE APPROVAL OF REGISTERED HOLDERS HOLDING IN THE AGGREGATE MORE THAN 50% OF THE OUTSTANDING PRINCIPAL AMOUNT OF THE PROMISSORY NOTES COMPRISING THE SERIES OF WHICH THIS NOTE IS A PART.

SERIES A CONVERTIBLE PROMISSORY NOTE

RIVULET MEDIA, INC.

FOR VALUE RECEIVED, Rivulet Media, Inc., a Delaware corporation (the “Company”), promises to pay to ___________________________ (the “Holder”), the Principal Amount, together with interest at the rate of twelve percent (12%), under the terms and provisions as set forth below.

1.           Definitions. As used in this Note, the following terms, unless the context otherwise requires, have the following meanings:

1.1         “Common Stock” means the common stock of the Company.

1.2         “Conversion Amount” means the outstanding Principal Amount and all accrued but unpaid interest.

1.3         “Conversion Date” means the date on which this Note is converted into Conversion Shares.

1.4         “Conversion Shares” means the Common Stock to be received upon conversion of this Note pursuant to conversion under Section 4.1 below.

1.5         “Note Issuance Date” means the date set forth at the top of this Note.

1.6         “Required Holders” means holders of promissory notes of the Series, the aggregate outstanding principal amount of which represents more than 50% of the aggregate outstanding principal amount of all of the promissory notes comprising the Series.

1.7         “Transaction Agreements” means this Note, any Subscription Agreement entered into with respect to this Note, and all other documents executed and delivered in connection with the foregoing.

2.           Maturity.

2.1         Maturity Date. Unless earlier converted pursuant to Section 4.1 below, the outstanding Principal Amount and all accrued interest on this Note shall be due and payable on the date that is two (2) years from the Note Issuance Date (the “Maturity Date”).

2.2         Interest. This Note bears simple interest at the rate of twelve percent (12%) per annum. No interest payments are due until the Maturity Date.

3.           Security. This Note is unsecured.

4.           Conversion. The Principal Amount and accrued interest of this Note is convertible into Common Stock as follows:

4.1         Automatic and Elective Conversion.

4.1.1       Elective Conversion by Holder. Holder shall have the right, upon providing written notice to the Company, to convert all or any portion of the then outstanding principal amount of, and all accrued but unpaid interest on, this Note into Common Stock at a conversion price of $0.80 per share (the “Elective Conversion Price”). If Holder elects to convert all or any part of this Note, then Holder shall surrender this Note to the Company at the principal address of the Company within three (3) Business Days of such notice. In the event that only a portion of this Note is being converted, the Company shall issue a replacement Note representing the remaining principal amount of the Note that has not been converted.

4.1.2       Automatic Conversion. Unless earlier converted pursuant to Section 4.1.1 above, should the closing price of the Common Stock as reflected on the OTC Market reach $1.20 or higher, then the outstanding Principal Amount and all accrued interest on this Note shall, automatically and without any action on the part of the Holder or the Company, convert into that number of shares of Common Stock that results by dividing (i) the Conversion Amount by (ii) $0.80 (the “Automatic Conversion Price”). This Note shall be cancelled effective upon such automatic conversion and all rights of the Holder and all obligations of the Company with respect to payment of principal and interest under this Note shall immediately cease and terminate effective at the closing.

4.2         Effectiveness of Conversion. Any conversion pursuant to Section 4.1.1 shall be deemed to have been effected as of the close of business on the date on which this Note is surrendered at the principal office of the Company. Any conversion pursuant to Section 4.1.2 shall be deemed to have been effected as of the close of business on the date on which the closing price of the Common Stock as reflected on the OTC Market first reaches $1.20 or higher. At such time as the conversion has been effected, the rights of Holder under this Note, to the extent of the conversion, shall cease, and Holder shall thereafter be deemed to have become the holder of record of the shares of Common Stock issuable upon such conversion.

4.3         Issuance of Certificates. As soon as is reasonably practicable after a conversion has been effected, the Company shall deliver to Holder (i) a certificate or certificates representing the number of shares of Common Stock (excluding any fractional share) issuable by reason of such conversion pursuant to this Section 4, each in such name or names and such denomination or denominations as Holder has specified.

4.4        No Fractional Shares. If any fractional share of Common Stock would, except for the provisions hereof, be deliverable upon conversion of this Note, the Company, in lieu of delivering such fractional share, shall pay an amount equal to the value of such fractional share as determined by the Elective Conversion Price or the Automatic Conversion Price, as applicable.

4.5        Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of issuance upon conversion of this Note, as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder, not less than such number of shares of the Common Stock as will be issuable upon either the automatic or elective conversion of this Note. The Company covenants that all shares of Common Stock issued upon conversion of this Note will be duly and validly authorized, issued, fully paid, and non-assessable.

4.6         Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate only if the Company is not required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion. If Conversion Shares are to be issued in the name of a person other than the Holder, the Holder will pay all transfer taxes payable with respect thereto the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid and will deliver such certificates and opinions as reasonably requested by the Company. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any.

5.           Notes Comprising a Series. The Company and Holder acknowledge and agree that this Note is one of a series of promissory notes (the “Series”) issued by the Company, each of which promissory notes is identical except for one or more of the identity of the Holder thereof, the principal amount, and the date of issuance. The Company and the Holder, by their acceptance of this Note, acknowledge and agree that any amendment of the terms and provisions of this Note is subject to the approval of the Required Holders.

6.           Events of Default.

6.1         Event of Default. “Event of Default” means any one or more of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree, or order of any court, or any order, rule or regulation of any administrative or governmental body):

6.1.1       failure by the Company to pay the outstanding Principal Amount and all accrued but unpaid interest on or before the Maturity Date, and such default is not cured within five (5) days;

6.1.2       any default of any provision of this Note or the other Transaction Agreements other than a failure to pay addressed by section 6.1.1 above, and such default is not cured within thirty (30) days of the receipt of notice of the default; or

6.1.3       (i) the Company commences a case, as debtor, under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company, or (ii) there is commenced a case against the Company, under any applicable bankruptcy or insolvency laws, as now or hereafter in effect or any successor thereto, which remains undismissed for a period of ninety (90) days; or (iii) the Company is adjudicated by a court of competent jurisdiction insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or (iv) the Company suffers any appointment of any custodian, receiver, trustee, or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of ninety (90) days; or (v) the Company makes a general assignment for the benefit of creditors; or (vi) the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or (vii) any corporate or other action is taken by the Company for the purpose of effecting any of the foregoing.

6.2         Remedies Upon Event of Default.

6.2.1       If any Event of Default occurs, the outstanding Principal Amount plus accrued interest shall become, at the Holder’s election, immediately due and payable in cash. The Holder need not provide, and the Company hereby waives, any presentment, demand, protest, or other notice or demands of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a Holder until such time, if any, as the full payment under this Section shall have been received by it.

6.2.2       Alternatively, in the event of an Event of Default, the Holder may elect an Elective Conversion as described in Section 4.1.

7.           Transfer Restrictions.

7.1         Except for a Permitted Transfer described below, the Holder may not sell, transfer, convey, or assign the Note unless and until:

7.1.1        it has first given written notice to the Company, describing briefly the manner of any such proposed transfer;

7.1.2       it has provided the Company, at the Holder’s sole expense, an opinion of counsel which opinion is satisfactory to the Company, in its reasonable discretion, that such transfer can be made without compliance with the registration requirements of the Securities Act of 1933 and applicable state securities laws; and

7.1.3       the Company, in its sole an absolute discretion, has given written approval of the transfer.

Any attempted transfer of Note in violation of the preceding sentence is void and of no force or effect.

7.2         The Holder, however, may without the consent of the company effect a transfer of this Note as described below (a “Permitted Transfer”):

7.2.1       a transfer directly to or in trust for the primary benefit of the Holder, the spouse of the Holder, and/or the issue of the Holder and/or her spouse; or

7.2.2       in the event of the death of the Holder, a transfer from the name of the deceased Holder to the name of either the personal representative of the deceased Holder’s estate or the nominee of such personal representative and any subsequent transfer to the heirs or legatees of the deceased.

8.           Currency; Payments. All references herein to “dollars” or “$” are to U.S. dollars, and all payments of principal and interest on this Note shall be made in lawful money of the United States of America in immediately available funds. If the date on which any such payment is required to be made pursuant to the provisions of this Note occurs on a Saturday or Sunday or legal holiday observed in the State of Arizona such payments shall be due and payable on the immediately succeeding date which is not a Saturday or Sunday or legal holiday so observed.

9.           Right of Prepayment. The Company may prepay the Principal Amount and accrued interest of this Note, in whole or in part at any time.

10.         Miscellaneous.

10.1       Time of Essence. Time is of the essence with respect to the Company’s duties and obligations under this Note. “Business Day” means a day other than a Saturday, Sunday, or a day observed as a legal holiday by the United States government or the State of Arizona.

10.2       Amendments and Waivers. No amendment or waiver of any provision of this Note, nor consent to any departure by the Company herefrom, will be effective unless the same is in writing and signed by the Required Holders and the Company, and then such waiver or consent will be effective only in the specific instance and for the specific purpose for which given, provided, however, that no such amendment, waiver, or consent may reduce the principal amount hereof or the rate of interest payable hereunder, or delay the date on which any amount of interest or principal is due and payable hereunder, unless the Holder shall have agreed to such amendment, waiver or consent.

10.3       Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of the Note shall be interpreted as though such provision were so excluded and shall be enforceable in accordance with its terms. The parties agree to replace such illegal, void, invalid, or unenforceable provision of this Note with a legal, valid, and enforceable provision that shall achieve, to the extent possible, the economic, business, and other purposes of such illegal, void, invalid or unenforceable provision.

10.4       Attorneys’ Fees and Costs. Each party shall bear its own expenses in connection with the issuance of this Note; provided, however, that if any action at law or in equity is necessary to enforce or interpret the terms of this Note, the prevailing party shall be entitled to its reasonable attorneys’ fees, costs, and disbursements in addition to any other relief to which such party may be entitled.

10.5       Entire Agreement. This Note, together with the Transaction Agreements delivered in connection herewith, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements, and understandings (including any “term sheets” or similar documents).

10.6       Notices. Any notice or communication required or permitted by this Agreement shall be given in writing and addressed as follows:

The parties agree to submit notices first in PDF format via electronic mail via the addresses above. Thereafter, notices shall be served personally, by overnight express delivery service by a nationally recognized courier, or first-class, certified mail, return receipt requested, postage pre-paid. If sent personally or by delivery service, notice shall be deemed delivered upon actual receipt. If sent by first-class, certified mail, return receipt requested, notice shall be deemed delivered the earlier of seventy-two (72) hours after mailing or the date on the return receipt, a refusal being deemed a delivery on the date of refusal. If the party to whom any such notice is sent has relocated without leaving a forwarding address, then the notice shall be deemed delivered on the date the notice-receipt is returned stating that the same was undeliverable at such address. Any party may give notification to the other party in any manner described above for change of address for the sending of notices.

10.7       Successors and Assigns. This Note shall be binding upon and inure to the benefit of the Company and the Holder and their respective successors and permitted assigns. The Company may not voluntarily or involuntarily transfer, convey, or assign this Note, or any of its duties or obligations hereunder, without the Holder’s prior written consent, which may be withheld for any reason, or for no reason at all. As used herein, the term “Holder” shall mean and include the successors and permitted assigns of the Holder.

10.8       Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal Amount and accrued interest of this Note at the time, place, and rate, and in the currency, herein prescribed. This Note is a direct debt obligation of the Company.

10.9       Lost or Mutilated Note. If this Note shall be mutilated, lost, stolen, or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen, or destroyed Note, a new Note for the Principal Amount of this Note so mutilated, lost, stolen, or destroyed but only upon receipt of evidence of such loss, theft, or destruction of such Note, and of the ownership hereof, and indemnity, if requested, all reasonably satisfactory to the Holder.

10.10     Headings. The headings contained herein are for convenience only, do not constitute a part of this Note, and shall not be deemed to limit or affect any of the provisions hereof.

10.11     Governing Law; Jurisdiction and Venue. This Note is to be governed by and interpreted in accordance with the laws of the State of Delaware. Any legal action or proceeding with respect to this Note or any document related hereto shall be brought in Maricopa County, Arizona in any court of competent jurisdiction, and, by execution and delivery of this Note, the Company and the Holder hereby accept the jurisdiction and venue of such courts.

The Company has caused this Note to be executed as of the date first written above.

Exhibit 10.4

MULTIPLE ADVANCE PROMISSORY NOTE

This MULTIPLE ADVANCE PROMISSORY NOTE (the “Note”) is made by and between RIVULET MEDIA, INC., a Delaware corporation with an address of 1206 E. Warner Road Suite 101-I, Gilbert, Arizona 85296 (“Maker”), and __________, an individual with an address of __________ (“Holder”).

WHEREAS, Holder has previously advanced funds to Maker and Maker previously executed the following promissory notes payable to Holder in the original aggregate principal amount of $__________ to evidence the obligation to repay such advances (together, the “Original Notes”):

WHEREAS, no interest has accrued under the Original Notes.

WHEREAS, Maker has paid an aggregate of $__________ toward repayment of the Original Notes, leaving an aggregate outstanding balance of $__________.

WHEREAS, Maker and Holder now wish to cancel the Original Notes and enter into this Note in their place in order to consolidate the Original Notes, extend the maturity dates of the Original Notes, and make additional borrowing available.

NOW, THEREFORE, FOR VALUE RECEIVED, Maker promises to pay to Holder the Principal Amount, or such lesser amount thereof as may be outstanding from time to time, under the terms and provisions herein.

1.       Advances. Maker may borrow under this Note up to an aggregate of the Principal Amount on any Business Day upon providing irrevocable written notice to Holder specifying the amount to be borrowed, and Holder shall advance the specified amount within two (2) Business Days following receipt of such notice. For clarity, until the Maturity Date, funds that have been borrowed and repaid may be re-borrowed by providing such notice, provided that the aggregate principal outstanding at any given time does not exceed the Principal Amount.

Maker is authorized to endorse the date and amount of each advance received hereunder and each payment of principal with respect thereto on Schedule A attached hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part of this Note, which endorsement shall be conclusive and binding on the undersigned, absent manifest error, as to the items so endorsed.

This Note amends and replaces the Original Notes in their entirety, and upon execution of this Note, each of the Original Notes will be deemed cancelled. Holder acknowledges that no Event of Default under the Original Notes has occurred. The outstanding principal amount shown on Schedule A as of the date of this Note reflects the aggregate outstanding principal under the Original Notes.

2.       Interest. This Note bears interest at the greater of 0% per year or the Applicable Federal Rate, as defined in Section 1274 of the Internal Revenue Code.

3.       Payments. The entire balance of this Note is due and payable on or before October 31, 2022 (the “Maturity Date”). Maker may prepay all or any portion of this Note at any time without penalty.

4.       Security. This Note is unsecured.

5.       Default. The existence or occurrence of any one or more of the following will constitute an “Event of Default” under this Note:

5.1       Non-Performance. Maker’s failure to comply timely and fully with any of the terms or provisions of this Note, including, without limitation, the failure to pay all amounts due within ten (10) days after the due date.

5.2       Bankruptcy; Insolvency. Maker being insolvent by being unable to pay debts when due or by having liabilities in excess of assets; or Maker committing an act of bankruptcy, making a general assignment for the benefit of creditors, or the filing by or against Maker of a voluntary or involuntary petition in bankruptcy or for the appointment of a receiver (and any involuntary petition is not dismissed within thirty (30) days from the filing thereof); or if there commences under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, proceedings affecting any significant part of Maker’s property or for the composition, extension, arrangement, or adjustment of any of their respective obligations; or if a writ of attachment, execution, or any similar process is issued or levied against any significant part of Maker’s property that is not released, stayed, bonded, or vacated within a reasonable time after its issue or levy.

6.       Default Interest. Upon the occurrence of an Event of Default, Holder shall be entitled to receive and Maker shall pay interest on the entire unpaid principal balance at a rate (the “Default Rate”) equal to ten percent (10%) per annum. The Default Rate shall be computed from the occurrence of the Event of Default until payment in full. This clause, however, shall not be construed as an agreement or privilege to extend the Maturity Date, nor as a waiver of any other right or remedy accruing to Holder by reason of the occurrence of any Event of Default.

7.       Acceleration. In addition to all other rights and remedies at law and/or equity Holder may have if an Event of Default occurs, Holder, at its option without further notice to Maker, may declare immediately due and payable the unpaid principal balance of this Note together with all other sums owed by Maker under this Note. 

8.       Notices. All notices that Holder or Maker is required or permitted to give under this Note shall be delivered to the addresses of Maker and Holder as set forth in the opening paragraph.

9.       Severability. If any term or provision of this Note is, to any extent, determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Note will not be affected, and the invalid or enforceable term or provision will be reduced or otherwise modified by the court or authority only to the minimum extent necessary to make it valid and enforceable. If any term or provision cannot be reduced or modified to make it reasonable and permit its enforcement, it will be severed from this Note and the remaining terms will be interpreted in a way as to give maximum validity and enforceability to this Note. It is the intention of Maker that, if any provision of this Note is capable of two constructions, one of which would render the provisions void and the other of which would render the provisions valid, then the provision will have the meaning that renders it valid.

10.       Time of the Essence. Time is of the essence of this Note. Whenever notice must be given, payment made, document delivered, or an act done under this Note on a day that is not a Business Day, the notice may be given, payment made, document delivered, or act done on the next following day that is a Business Day. “Business Day” means a day other than a Saturday, Sunday, or a day observed as a legal holiday by the United States government or the State of Arizona.

11.       Governing Law; Jurisdiction and Venue. This Note is to be governed by and interpreted in accordance with the laws of the State of Arizona. Any legal action or proceeding with respect to this Note or any document related hereto shall be brought in Maricopa County, Arizona in any court of competent jurisdiction, and, by execution and delivery of this Note, Maker and the Holder hereby accept the jurisdiction and venue of such courts.

12.       Successors and Assigns. This Note shall be binding upon and inure to the benefit of Maker and Holder and their respective successors and permitted assigns. Maker may not voluntarily or involuntarily transfer, convey, or assign this Note, or any of its duties or obligations hereunder, without Holder’s prior written consent, which may be withheld for any reason, or for no reason at all. As used herein, the term “Holder” means and includes the successors and permitted assigns of the Holder.

13.       Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of Maker, which is absolute and unconditional, to pay the principal amount and accrued interest of this Note at the time, place, and rate, and in the currency, herein prescribed. This Note is a direct debt obligation of Maker.

14.       Attorneys’ Fees and Costs. Each party shall bear its own expenses in connection with the issuance of this Note; provided, however, that if any action at law or in equity is necessary to enforce or interpret the terms of this Note, the prevailing party shall be entitled to its reasonable attorneys’ fees, costs, and disbursements in addition to any other relief to which such party may be entitled.

15.       No Waiver by Holder. No delay or failure of Holder in exercising any right hereunder shall affect such right, nor shall any single or partial exercise of any right preclude further exercise thereof.

16.       Further Assurances. Maker agrees to execute and deliver such further documents and to do such other acts and things as Holder may reasonably request in order further to effect the purposes of this Note and the due performance by Maker of its obligations hereunder.

(Signature Page Follows) 

Schedule A 

Advances Made Under Multiple Advance Promissory Note

Exhibit 10.5

COMMERCIAL LOAN AGREEMENT

This COMMERCIAL LOAN AGREEMENT (the “Agreement”) is made and entered into effective as of this 16^th day of September 2021 (“Effective Date”), by and between TOPPS, LLC, an Arizona limited liability company (“Lender”) and RIVULET FILMS, INC., a Delaware corporation (“Borrower”).

RECITALS:

A.          Borrower has requested of Lender a loan in the aggregate principal amount of Six Hundred Thousand and 00/100 Dollars ($600,000.00) (the “Loan”) for general business purposes.

B.          The Loan shall be evidenced by a promissory note in the maximum principal amount of Six Hundred Thousand and 00/100 Dollars ($600,000.00) of even date herewith (the “Note”) and secured by an assignment of certain film rights and film tax credits pursuant to Collateral Security Agreements from PBP Productions, LLC and Mistress Movie, LLC, as well as a Personal Guarantee of Michael J. Witherill and Debbie J. Witherill;

C.          As an inducement for Lender to enter into this Loan Agreement, Borrower hereby execute and deliver to Lender this Agreement, Note, Collateral Security Agreements and Personal Guarantee (the “Loan Documents”).

AGREEMENT:

Now, Therefore, in consideration of the mutual covenants contained herein, it is agreed:

1.           Loan. Subject to the terms and conditions hereof, Lender agrees to loan to or for the benefit of the Borrower during the Loan Term, in the manner and upon the terms, conditions and adjustments herein and provided in an amount not to exceed the aggregate maximum principal amount of Six Hundred Thousand 00/100 Dollars ($600,000.00). The Loan funds shall be advanced to Borrower as Lender may approve and upon Borrower’s compliance with the requirements set forth in Section 2 below and shall be subject to the terms, conditions, and covenants of this Agreement

2.           Conditions to Loan. Lender shall advance the Loan funds to Borrower in accordance with the terms, conditions, and covenants of this Agreement and upon following:

(a)         Borrower has delivered all fully executed Loan Documents in a condition satisfactory to Lender;

(b)         Borrower has delivered all other documents as may be required by Lender, in form and substance satisfactory to and approved by Lender, shall have been duly and validly executed and delivered to Lender by Borrower or such other person or entity as may be requested by Lender;

(c)         Borrower is not otherwise in default of any terms, conditions and/or covenants as set forth under the Loan Documents;

(d)        The representations and warranties contained herein are then true with the same effect as though made at the time of the execution of the Loan Documents;

(e)         Borrower shall pay Lender’s legal fees in an amount of $6,000.00 together with any costs or third party expenses;

(f)          Borrower shall pay IPCC, LLC, a consulting fee in the amount equal to five percent (5%) of the principal loan amount.

3.          Term. The term of this Agreement shall commence on actual day of closing and continue for a period of twelve (12) months (“Term”) and may be extended only upon the prior written approval of Lender in its sole and absolute discretion.

4.          Payment Terms.

(a)         Interest shall accrue on the unpaid principal balance of the Note at the rate of nineteen percent (19%) per annum (“Note Rate”).

(b)         Borrower shall prepay twelve (12) months interest an amount equal to One Hundred and Fourteen Dollars 00/100 ($114,000.00).

(c)         The full principal balance due under the Note and any unpaid interest or other charges shall be paid in full on or before the Term.

5.          Conditions Precedent. Lender’s obligations under this Agreement are subject to the following conditions precedent;

(a)         Lender shall have received from Borrower, in a form and substance satisfactory to Lender, the duly executed documents, instruments, information, agreements, notes, guarantees, certificates, orders, authorizations, financing statements, and other such documents that Lender may reasonably request.

(b)        The representations and warranties of Borrower as set forth in Section 10 shall be true and correct in all material respects as of the date hereof.

(c)         Lender shall have received, in form and substance satisfactory to Lender, all information that Lender has reasonably requested to conduct its due diligence on the Borrower.

(d)        Lender shall have received the results of lien searches for the Borrower as Lender shall reasonably request.

(e)        There shall not be pending or, to the best knowledge of the Borrower threatened, any litigation, action, charge, claim, demand, suit, proceeding, petition, governmental investigation, or arbitration by, against, or affecting the Borrowers or any property of the Borrower that has not been disclosed by the Borrower to Lender in writing, and there shall have occurred no development in any such action, charge, claim, demand, suit, proceeding, petition, governmental investigation, or arbitration that, in Lender’s opinion, would reasonably be expected to have a materially adverse effect upon Borrower.

(f)          Borrower shall have received all requisite governmental and third-party approvals and consents, if any, necessary for the Borrower to enter into and perform its obligations under this Agreement, all in form and substance satisfactory to Lender.

6.           Financial Covenants. Borrower expressly covenants that upon and Effective Date of this Agreement and continuing at all times during the Term that Borrower shall:

(a)         not incur any other indebtedness to any third party(ies) for any purpose unless Borrower causes such indebtedness to be subordinated to this Agreement pursuant to a subordination agreement in a form and content as may be approved by Lender in it’s sole and absolute discretion;

(b)         not assign, transfer, hypothecate or grant any interest of any nature whatsoever to the Property to any third party(ies) without the express written consent of Lender, which consent shall be in Lender’s sole and absolute discretion.

7.           Financial Disclosure Requirements. Borrower shall provide Lender with true and accurate copies of such financial records or reports as Lender may request in furtherance of Borrower request of Lender to enter into this Agreement.

8.           Security. The obligations of Borrower to Lender as evidenced by or provided for in the Loan Documents, and specifically including, without limitation, the obligations under the Note and this Agreement, shall be secured by Collateral Security Agreements from Borrower, PBP Productions, LLC and Mistress Movie, LLC. The obligations of Borrower shall be further secured by the Personal Guarantee of Michael and Debbie Witherill.

9.           Indemnity. Borrower agrees to fully indemnify, defend, and hold Lender harmless from any and all losses, costs, charges, damages, penalties or expenses, of any nature whatsoever, that Lender may suffer, sustain or incur as a consequence of: (a) the failure of Borrower to make any payments when due under the Note after Borrower has given a Notice of Default; (b) Borrower’s acts or omissions with any person(s); and/or (c) any Event of Default.

10.         Representations and Warranties. The Borrower represents and warrants to Lender as follows:

(a)      That Borrower has the power and authority necessary to execute, deliver and perform the transactions as contemplated by the Loan Documents.

(b)      That this Agreement and all Loan Documents as required to be executed and delivered by Borrower in favor of Lender shall, upon execution, constitute legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with the terms of the same, except as may be otherwise limited by applicable bankruptcy, insolvency, reorganization or similar lows affecting the enforcement of creditors rights.

(c)      That the Loan proceeds as issued by Lender to Borrower shall be used solely and exclusively in accordance with the terms and conditions of this Agreement.

(d)      That the security documents required to be executed and delivered to Lender for the Collateral Security Agreements shall be effective to create in favor of Lender, a legal, valid, and enforceable security interest in and to the assets described therein and upon execution and delivery, shall constitute a first priority lien or security interest in all right, title and interest in the assets superior to any other person(s) or entity(ies).

(e)       There is no known litigation or other proceeding pending or threatened against Borrower before any court or administrative agency that might result in any material, adverse change in the condition of Borrower.

(f)       That this Agreement and all other documents that are to be executed in connection with the transaction contemplated hereby have been duly authorized, executed and delivered and to the best of Borrower’s knowledge constitute binding obligations enforceable in accordance with their respective terms, except to the extent that their enforcement may be limited by bankruptcy, reorganization, moratorium, insolvency or other similar laws affecting creditors’ rights generally, or be limited by the application by a court of equitable principals if equitable remedies are sought.

(g)       That the Loan Documents are not usurious under applicable law.

(h)       That no statement or information contained in this Agreement, or any other document, certificate or statement furnished or delivered by Borrower to Lender for use in connection with the transactions contemplated by this Agreement contained as of the date of such statement, information, document, or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make any statements contained herein or therein not materially misleading.

(i)        That all of the representations and warranties of Borrower contained in the Loan Documents remain true, correct, and complete as of the date hereof.

11.        Events of Default. Upon default or breach by Borrower of any term, condition or covenant of this Agreement; or the failure of Borrower to timely comply with any condition hereof, or upon default in any payment or performance required by the Loan Documents; or if Borrower shall become in default with respect to any other indebtedness or obligation of Borrower to Lender; or in the event of a materially adverse event occurring to Borrower’s financial condition; or in the event of a materially adverse event impairing Borrower’s ability to repay any obligations under the Note; then, in any such event, Lender may, at its option, regard the same as a breach of the conditions of the Loan Documents and upon or after ten (10) days written notice to cure such event(s) of default to Borrower, declare the indebtedness evidenced by the Loan Documents immediately due and payable, without further notice or demand, and Lender shall be entitled to the immediate foreclosure of the Property or exercise of other remedies thereunder, and may, additionally or alternatively, avail itself of any other relief to which Lender may be legally or equitably entitled. Upon any default under this Section 11 Lender shall be entitled to specific performance in addition to any other remedies as may be available to Lender at law or in equity. Additionally, upon an event of a default as described herein, default interest shall accrue at the rate of twenty-five percent (25%) per annum until the outstanding unpaid principal amount has been paid in full.

12.       Attorneys Fees. If it becomes necessary for Lender or Borrower to engage legal counsel or to bring an action at law or other proceedings to enforce any of the terms, covenants or conditions of this Agreement or the Loan Documents, the non-prevailing party in such action shall pay all reasonable attorney fees, as well as all cost and expenses, so incurred by the prevailing party. Any such attorney fees owing to Lender shall be secured by the Deed of Trust and shall be included in any judgment obtained by Lender.

13.       Beneficiary. This Agreement is made for the sole protection and benefit of the Borrower and Lender, and no other person or persons whomsoever shall have any right or action hereon. It is expressly intended that no broker or agent shall be a third-party beneficiary of this Agreement. There are no representations, promises, warranties, understandings, or agreements, express or implied, oral or otherwise, in relation thereto, except those expressly referred to or set forth herein. Borrower acknowledges that the execution and delivery of this Agreement is its voluntary act and deed and that said execution and delivery have not been induced by, nor done in reliance upon, any representations, promises, warranties, understandings, or agreements made by Lender, its agents, officers, employees, or representatives. No promise, representation, warranty, or agreement made subsequent to the execution and delivery hereof by either party hereto, and no revocation, partial or otherwise, change, amendment, addition, alteration, or modification of this Agreement, shall be valid unless the same shall be in writing signed by all of the parties hereto or by their duly authorized agent.

14.       Governing Law; Jurisdiction and Venue. This Agreement and the other Loan Documents and the rights and obligation of the parties hereunder and there under shall be construed in accordance with and be governed by the law of the State of Arizona, without regard to principles of conflicts of laws. Any legal action or proceeding against the Borrowers with respect to this Agreement or any other Loan Documents may be brought in the courts of the State of Arizona located in Maricopa County or in the United States Federal courts located in Maricopa County, and, by execution and delivery of this Agreement, the Borrowers hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts.

15.       Waiver of Jury Trial. LENDER AND BORROWER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT EACH OF THEM MAY HAVE TO A TRIAL BY JURY OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE NOTE AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY RELATING HERETO OR THERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER TO ENTER INTO THIS AGREEMENT.

16.       No Waiver. No failure to exercise and no delay in exercising, on the part of Lender, any right, remedy, power, or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other any right, remedy, power or privilege. The rights, remedies, powers, and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers, and privileges provided by law.

17.       Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Borrowers and the Lender.

18.       Headings Descriptive. The headings of the several sections and subsections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

19.       Notices. All notices specified herein shall be in writing and shall be delivered in accordance with the provisions set forth below to the other party at the following addresses (and fax numbers) or at such other addresses (or fax numbers) as a party may designate by a notice given in any of the manners described following the addresses set forth below:

All notices to be given pursuant to this Agreement shall be sufficient if (a) personally delivered, (b) sent by electronic mail, or (c) mailed postage prepaid, by (i) United States certified or registered mail, return receipt requested, or (ii) an overnight express mail, service providing for the equivalent of a return receipt to the sender, to the above described addresses of the parties hereto, or to such other address as a party may request in a writing complying with the provisions of this Section. Any notice hereunder shall be deemed to be received for the purposes of this Agreement (x) upon receipt of such notice (if personally delivered or sent by email), (y) two (2) business days after the date such notice is deposited in the mail (if mailed), or (z) the next business day after the date such notice is given to the overnight express mail service (if sent by overnight express mail service).

18.       Amendment or Waiver. Neither this Agreement nor any other Loan Document nor any terms hereof or thereof may be changed, waived, discharged, or terminated unless such change, waiver, discharge, or termination is in writing signed by the Lender and the Borrowers.

19.       Entire Agreement. This Agreement, and the Loan Documents contain the entire understanding of the parties with respect to the subject matter hereof. All express or implied agreements and understandings, either oral or written, heretofore made (other than the Loan Agreements) are expressly merged in and made a part of this Agreement. Each of the parties hereby acknowledges that this Agreement and other Agreements are each the result of mutual negotiation and therefore any ambiguity in their respective terms shall not be construed against the drafting party.

In Witness Whereof, the parties hereto have executed this Loan Agreement as of the day and year first above written.

Exhibit 10.6

COLLATERAL SECURITY AGREEMENT

THIS COLLATERAL SECURITY AGREEMENT (“Agreement”) is made this 16th day of September, 2021, between RIVULET FILMS, INC., a Delaware corporation, and its wholly owned subsidiaries: PBP PRODUCTIONS, LLC, an Arizona limited liability company and MISTRESS Movies, LLC, a Arizona limited liability company (collectively that “Borrower”) and TOPPS, LLC, an Arizona limited liability company (“Secured Party”). In consideration of the mutual covenants and promises as set forth in this Agreement, Borrower and Secured Party agree as follows:

1.       Creation of Security Interest. For valuable consideration, the receipt of which is hereby acknowledged, Borrower hereby grant to Secured Party a security interest in the assets of Borrower described in Exhibit “A” attached hereto (collectively the “Accounts”). Borrower agrees and consents to Secured Party’s right to file and perfect a UCC-1 Financing Statement and/or any other documentation necessary to evidence the security interest granted by Borrower in the Accounts.

2.       Obligations Secured. The obligations secured by this Agreement are limited to the full performance of all obligations of Borrower under that certain Promissory Note executed and delivered by Borrower in favor of the Secured Party and dated September 16, 2021 in the principal balance of Six Hundred Thousand Dollars 00/100 ($600,000.00) (referred to as the “Obligations”), as well as all costs, expenses and attorneys’ fees of Secured Party in dealing with any default of any Payor under the Promissory Note (as defined therein).

3.       Borrower’s Rights in Collateral. Borrower hereby warrants and represents to Secured Party that it currently holds all right, title and interest in and to the Accounts; and that it has not transferred, assigned or granted any interest therein to any other persons or parties. Borrower further warrants and represents that until such time as the Obligations have been extinguished or satisfied in full that it will retain all rights, and interest in and to the Accounts; and shall not transfer, assign or convey any rights and interest in or to the Accounts to any third persons or parties except in the normal course of its retail sale operations.

4.       Default. Any of the following shall constitute a default hereunder:

5.       Remedies. In the event of any default as defined Section 4 above, Secured Party shall be entitled to exercise all of its rights and remedies to seize the Accounts in full or partial satisfaction of the Obligations. Secured Party may take any legal action available to collect all sums owing under the Obligations, to enforce its right to assignment of all payments due under the Obligations, and to enforce any and all other rights or remedies otherwise available to it at law. No such action shall operate as a waiver of any other right or remedy of Secured Party under the terms hereof, by statute or otherwise. All rights and remedies of Secured Party are cumulative and not alternative, and no waiver of any default shall operate as a waiver of any other default.

6.       Time. Time is of the essence of this Agreement.

7.       Effect of Agreement. This Agreement shall bind and inure to the benefit of Borrowers and Secured Party and their respective directors, operators and/or assigns.

8.       Waiver. No action or inaction of Secured Party shall constitute a waiver of any right or remedy under this Agreement unless such waiver is in writing and executed by Secured Party.

9.       Governing Law. This Agreement shall be governed by the laws of the State of Arizona.

10.     General Provisions. The person authorized to execute this Agreement on behalf of Borrowers declares that he has read this Agreement and that he understands the terms and purpose of the Agreement. Borrowers acknowledge receipt from Secured Party of a copy hereof.

“EXHIBIT “A”

Exhibit 10.7

NEGOTOIABLE 

SECURED PROMISSORY NOTE

For value received RIVULET FILMS, INC., a Delaware corporation, (“Payor”) hereby promises to pay to TOPPS, LLC, an Arizona limited liability company and/or Nominee (“Holder”) at 11575 North 87th Place, Scottsdale, Arizona 85260, or at such other address as Holder may designate, the principal sum of $600,000.00 together with interest at the rate of nineteen percent (19%) per annum as described below.

1.       Term. Any and all sums due hereunder shall be due and payable on or before September 16, 2022 (“Maturity Date”).

2.       Payments. All payments of interest and principal shall be in lawful money of the United States of America.

3.       Use of Fundsu Payor represents, warrants and covenants that the monetary funds advanced by Holder shall be used for general business purposes.

4.       Interest, Fees and Principal Payments.

4.1       Payor shall pay a consulting fee to IPCC, LLC, in an amount equal to 5% of the principal amount of the Note, or $30,000, as well as Holder’s attorney’s fees in the amount of $6,000.00, to be paid at the commencement date of the Note.

4.2       Payor shall prepay twelve (12) months of interest in the aggregate amount of $114,000.00 to Holder, to be paid at the commencement date of the Note.

4.3       Holder will “net fund” the amount of $450,000.00 to Payor.

4.4       Payor shall remit payment of the net principal $600,000.00 to Holder on or before the Maturity Date.

5.       Default. In the Event of Default (as defined below) hereunder, at the option and upon the declaration of the Holder of this Note and upon five (5) days written notice to Payor (which election and notice shall not be required in the case of an Event of Default under Section 5.2 or 5.3 below), this Note shall accelerate, and all principal and unpaid accrued interest shall become immediately due, payable and collectible. Default interest shall accrue on the unpaid principal amount outstanding as of the Event of Default at the rate equal to twenty-five percent (25%) until paid in full. The occurrence of any one or more of the following shall constitute an “Event of Default” hereunder:

5.1       Payor fails to pay timely any sum when due under this Note on the date the same becomes due and payable;

5.2       Payor files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing;

5.3       An involuntary petition is filed against Payor (unless such petition is dismissed or discharged within sixty (60) days under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of Payor; or,

5.4       The violation or act of default under the terms and conditions of the Collateral Security Agreements.

6.       Security Interest. This Note shall be secured by the assignment of certain film rights pursuant to Collateral Security Agreements from Payor and its wholly owned subsidiaries: PBP Productions, LLC and Mistress Movie, LLC.

7.       Negotiable. This Note is fully negotiable, in whole or in part, without the prior written consent of Payor.

8.       Attorneys’ Fees. In any litigation or other proceeding in connection with the interpretation of this Note, or the exercise or enforcement of any right under this Note, the non prevailing party shall pay or reimburse the prevailing party for all expenses, including court costs and attorneys’ fees, incurred by the prevailing party in connection with such litigation or proceeding (whether incurred at the trial, appellate, or administrative levels, and in any bankruptcy case, arbitration or other proceeding), all of which may be incorporated into and be a part of any judgment or decision rendered in such proceeding.

9.       Waiver of Notice. Payor hereby waives demand, notice, presentment, protest and notice of dishonor.

10.       Governing Law. This Note shall be governed by construed under the laws of the State of Arizona, without giving effect to conflicts of laws principles.

11.       Amendment; Waiver. Any term of this Note may be amended and the observance of any term of this Note may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Payor and Holder. Any amendment or waiver effected in accordance with this paragraph shall be binding upon the Payor and Holder.

Exhibit 10.8

STOCK SALE AGREEMENT

This Stock Sale Agreement (this “Agreement”) is dated September 27, 2021 (the “Effective Date”), between Rivulet Media, Inc., a Delaware corporation with an address of 1206 E Warner Rd, Suite 101-I, Gilbert, AZ 85296 (“Seller”), and Michael Witherill, an individual with an address of 1206 E Warner Rd, Suite 101-I, Gilbert, AZ 85296 (“Purchaser”). The parties hereby agree as follows:

RECITALS

A.       Seller is the owner of 29,076,665 shares of common stock and 2,907,666 shares of Series A Preferred Stock (together, the “Regen Shares”) of Regen BioPharma, Inc. (the “Regen BioPharma”).

B.       Seller desires to sell and transfer, and Purchase desires to purchase, all of the Regen Shares on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of promises, mutual covenants, and undertakings herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

AGREEMENTS

1.                Sale and Assignment of Regen Shares. Subject to the terms of this Agreement, effective as of the Effective Date, the Seller hereby sells, assigns, and transfers to Purchaser, and Purchaser agrees to purchase from each Seller, the Regen Shares, free and clear of all encumbrances.

2.                Purchase Price. As consideration for the purchase of the Regen Shares, Purchaser shall pay to Seller the aggregate amount of proceeds actually received by Purchaser resulting from Purchaser’s subsequent sale of the Regen Shares on the open market in one or more at-the-market transactions, which amount is expected to equal approximately $1,400,000. The parties will execute a Loan Agreement and Promissory Note to evidence the obligation to make the payments set forth herein.

3.                Taxes. Seller agrees to pay all taxes associated with the sale of the Regen Shares, whether incurred by Seller or by Purchaser as a result of Purchaser’s subsequent sale of the Regen Shares on the open market.

4.                Representations and Warranties of Seller. Seller represents and warrants to Purchaser that: (a) the Regen Shares have not been assigned, sold, mortgaged, or pledged to any other person or entity, and Seller has all right, title, and interest in and to the Regen Shares free and clear of all liens, charges, mortgages or security interests; (b) no person or entity whatsoever has any claim, right, title, interest, or lien in, to, or on the Regen Shares; and (c) Seller has full authority to sell, assign, and transfer the Regen Shares.

5.                Representations and Warranties of Purchaser. Purchaser represents and warrants to Seller that: (a) Purchaser has had an opportunity to conduct due diligence regarding the value of the Regen Shares and the operations and financial condition of Regen BioPharma as deemed appropriate by Purchaser to satisfy himself of the condition of the Regen BioPharma and is relying upon his review and investigation thereof and not upon any representation or statement of the Seller or any other person, firm, or corporation; and (b) Purchaser has full authority to enter into this Agreement and acquire the Regen Shares.

6.                Attorneys’ Fees. In the event of any action or proceeding to compel compliance with, or for a breach of, any of the terms and conditions of this Agreement, the substantially prevailing party shall be entitled to recover from the non-prevailing party the costs of such action or proceedings, including, without limitation, reasonable attorneys’ fees, costs and disbursements.

7.                Additional Instruments. Each party, promptly upon the request of any other party, shall sign and have acknowledged and delivered to the other party as may be appropriate, any and all additional instruments and assurances reasonably requested or appropriate to evidence or give effect to the provisions of this Agreement.

8.                General Provisions.

    (a)              This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona.

    (b)             This Agreement sets forth the complete and entire understanding of the parties hereto, and supersedes any prior agreement, with respect to the subject matter hereof and may not be modified, amended, or otherwise altered except in writing executed by the parties.

    (c)              This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Stock Sale Agreement as of the date set forth above.

Exhibit 10.9 

LOAN AGREEMENT AND PROMISSORY NOTE

FOR VALUE RECEIVED, Michael Witherill, an individual with an address of 1206 E Warner Rd, Suite 101-I, Gilbert, AZ 85296 (“Maker”), promises to pay to Rivulet Media, Inc., a Delaware corporation with an address of 1206 E Warner Rd, Suite 101-I, Gilbert, AZ 85296 (“Lender”), the Principal Amount, or such greater or lesser amount thereof as may be outstanding from time to time, under the terms and provisions as set forth below.

RECITALS

A.       Lender is the owner of 29,076,665 shares of common stock and 2,907,666 shares of Series A Preferred Stock of Regen BioPharma, Inc. (the “Regen Shares”).

B.       Lender has sold or will sell the Regen Shares to Maker, and Maker, in turn, intends to sell the Regen Shares on the open market in one or more at-the-market transactions.

C.       Lender and Maker intend that, as full consideration for its purchase of the Regen Shares from Lender, Maker will pay to Lender the amount of proceeds actually received by Maker resulting from Maker’s sale of the Regen Shares, the aggregate of which is expected to equal or approximate the Principal Amount stated on this Loan Agreement and Promissory Note (this “Note”), but which may be greater or less than such amount, and that the Principal Amount at any given time will be amended as needed to reflect the amount of such proceeds received.

D.       Maker is executing this Note to evidence his obligation to pay such amounts to Lender.

AGREEMENTS

1.       Interest. No interest shall accrue under this Note.

2.       Payments. Maker shall pay to Lender the amount of any proceeds received by Maker as a result of the sale by Maker of all or any portion of the Regen Shares within two (2) Business Days (as defined below) of receipt of such proceeds. Maker may prepay all or any portion of this Note at any time without penalty.

3.       Security. This Note is secured by a first lien security interest on the Regen Shares held by Maker. Other than such security interest, this Note is non-recourse.

4.       Default. The existence or occurrence of any one or more of the following will constitute an “Event of Default” under this Note:

 4.1       Non-Performance. Maker’s failure to comply timely and fully with any of the terms or provisions of this Note, including, without limitation, the failure to pay all amounts due within ten (10) days after the due date.

 4.2       Bankruptcy; Insolvency. Maker being insolvent by being unable to pay debts when due or by having liabilities in excess of assets; or Maker committing an act of bankruptcy, making a general assignment for the benefit of creditors, or the filing by or against Maker of a voluntary or involuntary petition in bankruptcy or for the appointment of a receiver (and any involuntary petition is not dismissed within thirty (30) days from the filing thereof); or if there commences under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, proceedings affecting any significant part of Maker’s property or for the composition, extension, arrangement, or adjustment of any of its obligations; or if a writ of attachment, execution, or any similar process is issued or levied against any significant part of Maker’s property that is not released, stayed, bonded, or vacated within a reasonable time after its issue or levy.

5.       Return of Regen Shares. If all or any portion of the Regen Shares remain unsold by Maker after November 30, 2021, then Maker shall promptly, but in no less than seven (7) Business Days, transfer all of such shares back to Lender.

6.       Acceleration. In addition to all other rights and remedies at law and/or equity Lender may have if an Event of Default occurs, Lender may, at its option without further notice to Maker, declare immediately due and payable the unpaid principal balance of this Note together with all other sums owed by Maker under this Note.

7.       Notices. All notices that Company or Lender is required or permitted to give under this Note shall be delivered to the addresses of Company or Lender set forth in the opening paragraph.

8.       Severability. If any term or provision of this Note is, to any extent, determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Note will not be affected, and the invalid or enforceable term or provision will be reduced or otherwise modified by the court or authority only to the minimum extent necessary to make it valid and enforceable and to reflect the intent of the parties. It is the intention of Company that, if any provision of this Note is capable of two constructions, one of which would render the provisions void and the other of which would render the provisions valid, then the provision will have the meaning that renders it valid.

9.       Time of the Essence. Time is of the essence of this Note. Whenever notice must be given, payment made, document delivered, or an act done under this Note on a day that is not a Business Day, the notice may be given, payment made, document delivered, or act done on the next following day that is a Business Day. “Business Day” means a day other than a Saturday, Sunday, or a day observed as a legal holiday by the United States government or the State of Arizona.

10.       Governing Law; Jurisdiction and Venue. This Note is to be governed by and interpreted in accordance with the laws of the State of Arizona. Any legal action or proceeding with respect to this Note or any document related hereto shall be brought in Maricopa County, Arizona in any court of competent jurisdiction, and, by execution and delivery of this Note, Company and Lender hereby accept the jurisdiction and venue of such courts.

11.       Successors and Assigns. This Note shall be binding upon and inure to the benefit of Maker and Lender and their respective successors and permitted assigns. Maker may not voluntarily or involuntarily transfer, convey, or assign this Note, or any of its duties or obligations hereunder, without Lender’s prior written consent, which may be withheld for any reason, or for no reason at all. As used herein, the term “Lender” means and includes the successors and permitted assigns of Lender.

12.       Attorneys’ Fees and Costs. Each party shall bear its own expenses in connection with the issuance of this Note; provided, however, that if any action at law or in equity is necessary to enforce or interpret the terms of this Note, the prevailing party shall be entitled to its reasonable attorneys’ fees, costs, and disbursements in addition to any other relief to which such party may be entitled.

13.       No Waiver by Lender. No delay or failure of Lender in exercising any right hereunder shall affect such right, nor shall any single or partial exercise of any right preclude further exercise thereof.

14.       Further Assurances. Maker agrees to execute and deliver such further documents and to do such other acts and things as Lender may reasonably request in order further to effect the purposes of this Note, the security interest in the Regen Shares, and the due performance by Maker of his obligations hereunder.

Exhibit 10.10

STOCK SALE AGREEMENT

This Stock Sale Agreement (this “Agreement”) is dated November 9, 2021 (the “Effective Date”), between Rivulet Media, Inc., a Delaware corporation with an address of 1206 E Warner Rd, Suite 101-I, Gilbert, AZ 85296 (“Seller”), and Damian Larson, an individual with an address of 6611 E. Mayo Blvd. #2059, Phoenix, AZ 85054 (“Purchaser”). The parties hereby agree as follows:

RECITALS

A.       Seller is the owner of 29,076,665 shares of common stock (the “Regen Shares”) of Regen BioPharma, Inc. (“Regen BioPharma”).

B.       Seller desires to sell and transfer, and Purchaser desires to purchase, the Regen Shares on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of promises, mutual covenants, and undertakings herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

AGREEMENTS

1.             Sale and Assignment of Regen Shares; Resale of Shares.

(a)              Subject to the terms of this Agreement, effective as of the Effective Date, Seller hereby sells, assigns, and transfers to Purchaser, and Purchaser agrees to purchase from Seller, the Regen Shares, free and clear of all encumbrances.

(b)             Promptly following receipt of the Regen Shares pursuant to Section 1(a), Purchaser shall transfer the Regen Shares to a brokerage account controlled by him, and agrees to use his best efforts to effect a subsequent sale of the Regen Shares in one or more open market transactions.

2.             Purchase Price.

(a)              As consideration for the purchase of the Regen Shares, Purchaser shall pay to Seller the aggregate amount of proceeds actually received by Purchaser resulting from Purchaser’s subsequent sale of the Regen Shares on the open market in one or more at-the-market transactions, which amount, if sold as of November 5, 2021, would be expected to equal approximately $793,000, less (i) the fee described in Section 2(b) below, and (ii) the amount of any wire transfer fees incurred by Purchaser in connection with the transfer of such proceeds to Seller. The parties will execute a Loan Agreement and Promissory Note to evidence the obligation to make the payments set forth herein.

(b)             As consideration for his best efforts to effect a subsequent sale of the Regen Shares, Purchaser will be entitled to retain 20% of the first $50,000 of realized gross sale price for Regen Shares, for a total fee of up to $10,000 (but for clarity, if less than $50,000 is realized before this Agreement is terminated, then the fee shall be 20% of such lesser realized amount). If all or any portion of the Regen Shares remain unsold by Purchaser after the date that is 60 days of the Effective Date, then the parties will negotiate in good faith an additional fee or other arrangement with respect to the remaining Regen Shares, or, at Seller’s request, Purchaser shall promptly (but in no less than 7 business days) transfer all such shares back to Seller and this Agreement shall be terminated. Additionally, Purchaser may, in his sole discretion, transfer all remaining Regen Shares back to Seller, and provided that all amounts due by Purchaser to Seller under this Agreement have been paid, this Agreement shall be terminated.

3.             Taxes. Seller agrees to pay all taxes associated with the sale of the Regen Shares, whether incurred by Seller or by Purchaser as a result of Purchaser’s subsequent sale of the Regen Shares on the open market.

4.             Representations and Warranties of Seller. Seller represents and warrants to Purchaser that: (a) the Regen Shares have not been assigned, sold, mortgaged, or pledged to any other person or entity, and Seller has all right, title, and interest in and to the Regen Shares free and clear of all liens, charges, mortgages or security interests; (b) no person or entity whatsoever has any claim, right, title, interest, or lien in, to, or on the Regen Shares; (c) Seller has full authority to sell, assign, and transfer the Regen Shares; and (d) Seller acknowledges that Purchaser’s efforts to sell the Regen Shares will be conducted on a best-efforts basis only, and that Purchaser makes no guaranty as the number, if any, of Regen Shares that will be sold or the sale price for such Regen Shares.

5.             Representations and Warranties of Purchaser. Purchaser represents and warrants to Seller that: (a) Purchaser has had an opportunity to conduct due diligence regarding the value of the Regen Shares and the operations and financial condition of Regen BioPharma as deemed appropriate by Purchaser to satisfy himself of the condition of the Regen BioPharma and is relying upon his review and investigation thereof and not upon any representation or statement of the Seller or any other person, firm, or corporation; (b) Purchaser has full authority to enter into this Agreement and acquire the Regen Shares, and (c) Purchaser will use his best efforts to sell all of the Regen Shares in one or more open market transactions.

6.             Attorneys’ Fees. In the event of any action or proceeding to compel compliance with, or for a breach of, any of the terms and conditions of this Agreement, the substantially prevailing party shall be entitled to recover from the non-prevailing party the costs of such action or proceedings, including, without limitation, reasonable attorneys’ fees, costs and disbursements.

7.             Additional Instruments. Each party, promptly upon the request of any other party, shall sign and have acknowledged and delivered to the other party as may be appropriate, any and all additional instruments and assurances reasonably requested or appropriate to evidence or give effect to the provisions of this Agreement.

8.             General Provisions.

(a)    This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona.

(b)   This Agreement sets forth the complete and entire understanding of the parties hereto, and supersedes any prior agreement, with respect to the subject matter hereof and may not be modified, amended, or otherwise altered except in writing executed by the parties.

(c)    This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

(d)   Seller and Purchaser will each indemnify, defend, and hold harmless the other party against any losses incurred by such party that arise as a result of the indemnifying party’s negligence, willful misconduct, or breach of this Agreement.

(Signature Page Follows)

IN WITNESS WHEREOF, the undersigned have executed this Stock Sale Agreement as of the date set forth above.

Exhibit 10.11

LOAN AGREEMENT AND PROMISSORY NOTE

FOR VALUE RECEIVED, Damian Larson, an individual with an address of 6611 E. Mayo Blvd. #2059, Phoenix, AZ 85054 (“Maker”), promises to pay to Rivulet Media, Inc., a Delaware corporation with an address of 1206 E Warner Rd, Suite 101-I, Gilbert, AZ 85296 (“Lender”), the Principal Amount, or such greater or lesser amount thereof as may be outstanding from time to time, under the terms and provisions as set forth below.

RECITALS

A.         Lender is the owner of 29,076,665 shares of common stock of Regen BioPharma, Inc. (the “Regen Shares”).

B.          Lender has sold or will sell the Regen Shares to Maker, and Maker, in turn, will use his best efforts to sell the Regen Shares on the open market in one or more at-the-market transactions.

C.            Lender and Maker agree that, as full consideration for his purchase of the Regen Shares from Lender, Maker will pay to Lender the amount of proceeds actually received by Maker resulting from Maker’s sale of the Regen Shares, the aggregate of which is expected to equal or approximate the Principal Amount stated on this Loan Agreement and Promissory Note (this “Note”), but which may be greater or less than such amount, less the amount to be retained by Maker as set forth in the Stock Sale Agreement entered into by the parties of even date hereof (the “Resale Fee”). The Principal Amount at any given time will be deemed to be amended as needed to reflect the amount of proceeds received less the applicable amount to be retained.

D.         Maker is executing this Note to evidence his obligation to pay such amounts to Lender.

AGREEMENTS

1.           Interest. No interest shall accrue under this Note.

2.           Payments. Maker shall pay to Lender the amount of gross proceeds received by Maker as a result of the sale by Maker of all or any portion of the Regen Shares within two (2) Business Days (as defined below) of receipt of such proceeds, less (i) the amount of any Resale Fee due, and (ii) the amount of any wire transfer fees incurred by Maker in connection with the transfer of such proceeds to Lender. Maker may prepay all or any portion of this Note at any time without penalty.

3.           Security. This Note is secured by a first lien security interest on the Regen Shares held by Maker. Other than such security interest, this Note is non-recourse.

4.           Default. The existence or occurrence of any one or more of the following will constitute an “Event of Default” under this Note:

4.1       Non-Performance. Maker’s failure to comply timely and fully with any of the terms or provisions of this Note, including, without limitation, the failure to pay all amounts due within ten (10) days after the due date.

4.2       Bankruptcy; Insolvency. Maker being insolvent by being unable to pay debts when due or by having liabilities in excess of assets; or Maker committing an act of bankruptcy, making a general assignment for the benefit of creditors, or the filing by or against Maker of a voluntary or involuntary petition in bankruptcy or for the appointment of a receiver (and any involuntary petition is not dismissed within thirty (30) days from the filing thereof); or if there commences under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, proceedings affecting any significant part of Maker’s property or for the composition, extension, arrangement, or adjustment of any of its obligations; or if a writ of attachment, execution, or any similar process is issued or levied against any significant part of Maker’s property that is not released, stayed, bonded, or vacated within a reasonable time after its issue or levy.

5.           Return of Regen Shares.

5.1       If all or any portion of the Regen Shares remain unsold by Maker after the date that is 60 days of the date of this Note, then at Lender’s request, Maker shall promptly (but in no less than 7 Business Days) transfer all such shares back to Lender.

5.2       Maker may, in his sole discretion, transfer all remaining Regen Shares back to Lender, and provided that all amounts due by Maker to Lender under this Note have been paid, this Note shall be deemed fully paid.

6.           Acceleration. In addition to all other rights and remedies at law and/or equity Lender may have if an Event of Default occurs, Lender may, at its option without further notice to Maker, declare immediately due and payable the unpaid principal balance of this Note together with all other sums owed by Maker under this Note.

7.           Notices. All notices that Company or Lender is required or permitted to give under this Note shall be delivered to the addresses of Company or Lender set forth in the opening paragraph.

8.           Severability. If any term or provision of this Note is, to any extent, determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Note will not be affected, and the invalid or enforceable term or provision will be reduced or otherwise modified by the court or authority only to the minimum extent necessary to make it valid and enforceable and to reflect the intent of the parties. It is the intention of Company that, if any provision of this Note is capable of two constructions, one of which would render the provisions void and the other of which would render the provisions valid, then the provision will have the meaning that renders it valid.

9.           Time of the Essence. Time is of the essence of this Note. Whenever notice must be given, payment made, document delivered, or an act done under this Note on a day that is not a Business Day, the notice may be given, payment made, document delivered, or act done on the next following day that is a Business Day. “Business Day” means a day other than a Saturday, Sunday, or a day observed as a legal holiday by the United States government or the State of Arizona.

10.         Governing Law; Jurisdiction and Venue. This Note is to be governed by and interpreted in accordance with the laws of the State of Arizona. Any legal action or proceeding with respect to this Note or any document related hereto shall be brought in Maricopa County, Arizona in any court of competent jurisdiction, and, by execution and delivery of this Note, Company and Lender hereby accept the jurisdiction and venue of such courts.

11.         Successors and Assigns. This Note shall be binding upon and inure to the benefit of Maker and Lender and their respective successors and permitted assigns. Maker may not voluntarily or involuntarily transfer, convey, or assign this Note, or any of its duties or obligations hereunder, without Lender’s prior written consent, which may be withheld for any reason, or for no reason at all. As used herein, the term “Lender” means and includes the successors and permitted assigns of Lender.

12.         Attorneys’ Fees and Costs. Each party shall bear its own expenses in connection with the issuance of this Note; provided, however, that if any action at law or in equity is necessary to enforce or interpret the terms of this Note, the prevailing party shall be entitled to its reasonable attorneys’ fees, costs, and disbursements in addition to any other relief to which such party may be entitled.

13.         No Waiver by Lender. No delay or failure of Lender in exercising any right hereunder shall affect such right, nor shall any single or partial exercise of any right preclude further exercise thereof.

14.         Further Assurances. Maker agrees to execute and deliver such further documents and to do such other acts and things as Lender may reasonably request in order further to effect the purposes of this Note, the security interest in the Regen Shares, and the due performance by Maker of his obligations hereunder.

Exhibit 10.12

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (this “Termination Agreement”) is entered into as of November 8, 2021 (the “Effective Date”), by and between Michael Witherill and Rivulet Media, Inc. (the “Company”). The foregoing may each be referred to as a “Party” and collectively as the “Parties.”

RECITALS

A.             The Parties executed a Stock Sale Agreement and a Loan Agreement and Promissory Note, both dated September 27, 2021 (together, the “Stock Sale Agreements”), relating to the purchase and sale of 29,076,665 shares of common stock (the “Regen Common Shares”) and 2,907,666 shares of Series A Preferred Stock of Regen BioPharma, Inc. (the “Regen Preferred Shares” and together, the “Regen Shares”) for the purpose of facilitating a more efficient sale of the Regen Shares.

B.              Mr. Witherill subsequently sold the Regen Preferred Shares, but due to unforeseen difficulties in effecting the subsequent sale of the Regen Common Shares, the Parties now wish to terminate the Stock Sale Agreements and mutually release all Parties from all further obligations and liabilities related thereto, and cause the transfer of the Regen Common Shares from Mr. Witherill back to the Company.

AGREEMENT

NOW THEREFORE, for valuable consideration, the Parties agree as follows:

1.              Termination. The Parties hereby agree that the Stock Sale Agreements are terminated as of the Effective Date, and that all further obligations and liabilities referred to therein shall be of no force and effect. Mr. Witherill will promptly take all actions necessary to transfer the Regen Common Shares back to the Company, including all action that may be required by the Company’s Transfer Agent to effect such transfer.

2.              Mutual Release. The Parties mutually release and forever discharge each other Party and their respective directors, members, officers, representatives, successors, and assigns from any and all actions, causes of action, suits, debts, covenants, disputes, agreements, promises, damages, judgments, claims, and demands stemming from the Stock Sale Agreements, whether in law or in equity, that they ever had, now have, or that they may have, by reason of any act, omission, matter, cause, or thing occurring at any time prior to the execution of this Termination Agreement, whether known or unknown, suspected or unsuspected, foreseen or unforeseen.

3.               Further Assurances. Each Party shall fully cooperate with each other Party with respect to the performance of this Termination Agreement. Each Party will provide or make available to the other Party any information and will execute, acknowledge, and deliver such further documents that may reasonably be required in order to effectively perform this Termination Agreement.

4.              Governing Law. This Termination Agreement is to be governed and construed in accordance with the internal laws (and not choice of laws) of the State of Arizona.

5.               Counterparts. This Termination Agreement may be executed in any number of counterparts, each of which will constitute an original document and all of which together shall constitute one instrument. The exchange of executed counterparts of this Termination Agreement by .pdf or other electronic transmission will constitute effective execution and delivery of this Termination Agreement, and such counterparts may be used in lieu of the original for all purposes.

IN WITNESS WHEREOF, the Parties have executed this Termination Agreement as of the date first above written.