EXHIBIT 10.1

SPONSORSHIP & SERVICES AGREEMENT

THIS SPONSORSHIP AGREEMENT (this “Agreement”) is entered into to be effective June 14, 2022 (the “Effective Date”) between Rangers Stadium Company LLC, a Delaware limited liability company (“StadCo,” or the “Rangers”), on the one hand, and GZ6G Technologies Corp. (“Sponsor”), on the other hand. The Rangers and Sponsor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms not otherwise defined have the meaning set forth in Exhibit A, which Exhibit A is hereby incorporated as part of this Agreement.

A. Rangers Baseball LLC (“TeamCo”) owns and operates a Major League Baseball (“MLB”) team known as the Texas Rangers Baseball Club who play their home games at Globe Life Field in Arlington, Texas (“Globe Life Field,” or the “Ballpark”);

B. Pursuant and subject to the terms, covenants, and conditions of the Ballpark Lease (as defined herein), the City of Arlington has leased the Ballpark exclusively to StadCo and granted StadCo the right to enter into contracts to conduct sponsorship, promotional opportunities, and advertising for the Rangers’ Home Games at the Ballpark; and

C. Sponsor desires to receive certain sponsorship Benefits and to attend Home Games at the Ballpark.

For and in consideration of the respective covenants and agreements of the Parties herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Term. The term of this Agreement shall commence as of the Effective Date and end on December 31, 2024, unless terminated earlier pursuant to this Agreement (the “Term”). Subject to the MLB Documents as defined herein, certain Benefits may extend to the Postseason for additional costs per Postseason game.

2. Grant of Sponsorship Rights. The Rangers hereby grant to Sponsor the following sponsorship benefits (the “Benefits”) for each of the 2023 through 2024 Championship Seasons and until the expiration or termination of the Term, subject to (i) Sponsor’s timely payment of all Rights Fees required to be paid hereunder, and (ii) the terms and conditions set forth in Exhibit A:

	a.	Party Suite. Sponsor shall have the right to use a party suite at one (1) Home Game in each Championship Season, with the Home Game to be mutually agreed upon by the Parties and subject to availability. The Rangers shall provide Sponsor with fifty (50) admission tickets and eight (8) parking passes for the applicable Home Game. The Rangers shall provide a food and beverage credit of $2,000 in connection with the use of such party suite, with the menu (including menu items and quantity of items) established by the Rangers; provided that any food and beverage costs and expenses above such $2,000 credit shall be the responsibility of Sponsor. Suite use is subject to the Rangers’ then-current terms and conditions for suite usage.
	b.	Corporate Season Tickets. Commencing as of the Effective Date and continuing for each subsequent Championship Season during the Term, the Rangers shall provide Sponsor with the following for all Home Games: four (4) season tickets, located in a mutually agreed-upon lower level location and one (1) parking pass. Sponsor may purchase such tickets for Postseason Home Games, subject to availability, at then-current gate pricing.

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	c.	Batting Practice. Sponsor shall have the opportunity for up to four (4) Sponsor guests to view the Rangers batting practice prior to two (2) Home Games, with the Home Games to be mutually agreed upon by the Parties and subject to availability. As a condition of participation, each Sponsor guest must sign a waiver and release of liability provided by the Rangers.
	d.	English Radio Broadcasts. Sponsor shall receive one (1) thirty-second (:30) pre- or post-game network spot, as determined by the Rangers in its discretion and subject to change, during the English radio broadcasts of all Championship Season games on the Rangers’ radio network (collectively, the “English Radio Elements”). For the avoidance of doubt, the foregoing English Radio Elements do not extend to or include national radio broadcasts, satellite radio broadcasts, and/or radio broadcasts transmitted via Interactive Media.
	e.	Ballpark’s Free Wi-Fi Branding. Sponsor shall receive the following free Wi-Fi related benefits at all Home Games and events at the Ballpark during the Term, and Sponsor shall be granted pass-through rights related thereto; provided, however, the selection of Sponsor’s third party partners are subject to the Rangers’ sole prior written approval, which shall not be unreasonably withheld (by way of example and for clarification, the Rangers’ withholding of approval shall not be deemed unreasonable if (i) Sponsor’s third party partner does not comply with all MLB Documents (as defined below) or in a manner consistent with the reputation and prestige of the Rangers or Rangers Marks (as defined below), or (ii) if such third party partner conflicts with any exclusive or semi-exclusive Rangers’ partnerships):

	(1)	entitlement of Ballpark’s free Wi-Fi SSID (all Advertising Copy and/or creative shall be pre-approved by the Rangers in its sole discretion);
	(2)	captive portal for accessing Ballpark’s free Wi-Fi (Sponsor shall have the ability to oversee the design, esthetics, entitlement, and branding of the Ballpark’s existing Wi-Fi captive portal as of the Effective Date, but in no case shall Sponsor receive operating control of the actual captive portal itself or any data collected or related thereto, and all Advertising Copy and/or creative shall be pre-approved by the Rangers in its sole discretion); and
	(3)	landing page granting access to Ballpark’s free Wi-Fi via the captive portal (Sponsor shall have the ability to oversee the design, esthetics, entitlement, and branding of the Ballpark’s existing Wi-Fi landing page as of the Effective Date, but in no case shall Sponsor receive operating control of the actual landing page itself or any data collected or related thereto, and all Advertising Copy and/or creative shall be pre-approved by the Rangers in its sole discretion, and furthermore, Sponsor agrees to include the initiatives of the Rangers and REV Entertainment LLC (“REV”) in equal rotation with Sponsor’s third party partners on such landing page banner advertising, including, but not limited to, the Rangers’ and/or REV’s ticketing, merchandise, and promotion initiatives and the Rangers’ co-branded credit card program).

3. Category. Sponsor’s rights pursuant to this Agreement are non-exclusive and shall be limited to the following category (the “Category”): Wi-Fi technology.

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4. Rights Fees. In exchange for the Benefits granted to it under this Agreement, Sponsor shall pay to the Rangers the following amount (the “Rights Fees”), which is due on the dates set forth below:

2023: $375,000, to be paid in two (2) equal installments of $187,500 each on or before March 1, 2023 and June 1, 2023.

2024: $375,000, to be paid in two (2) equal installments of $187,500 each on or before March 1, 2024 and June 1, 2024.

5. Ballpark’s Free Wi-Fi Branding prior to the 2023 Championship Season. Subject to the terms and conditions set forth in Exhibit A, the Parties may mutually agree to grant Sponsor all or some of the Benefits outlined in Section 2(e) above (the “Wi-Fi Benefits”) prior to the start of the 2023 Championship Season. In the event such Wi-Fi Benefits are made available to Sponsor prior to the 2023 Championship Season as contemplated by this Section, Sponsor shall pay to Rangers, in addition to and not in lieu of the Rights Fees, an amount equal to one half (1/2) of all revenue received from third party partners utilizing Sponsor’s pass-through rights to the Wi-Fi Benefits. For the avoidance of doubt, all such third-party partners remain subject to all terms and conditions hereof, including without limitation, Rangers’ sole reasonable rights of approval of each and every partner as set forth in Section 2(e).

[Signature Page Follows]

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In Witness Whereof, having reviewed this Agreement, including Exhibit A and any other exhibits, the Parties execute this Agreement as of the Effective Date by having their duly authorized representatives sign below:

GZ6G TECHNOLOGIES CORP.			RANGERS STADIUM COMPANY LLC
By:	/s/ Coleman Smith		By:	/s/ Jim Cochrane
Name:	Coleman Smith		Name:	Jim Cochrane
Title:	CEO		Title:	SVP, Partnerships & Client Services

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EXHIBIT A   TERMS AND CONDITIONS   A. Payment of Fees and Costs. Sponsor shall promptly pay Rangers (i) the Rights Fees and (ii) the amount of any third party costs, expenses or liabilities incurred by Rangers that are the responsibility of Sponsor under this Agreement (the “Fees”). All payments of such amounts shall be made within thirty (30) days of the furnishing by Rangers of an invoice and reasonable documentation detailing such costs and expenses through the date of such request. All checks for any Rights Fees or Fees owed under this Agreement shall be made payable to Rangers Stadium Company LLC. If any amount payable under this Paragraph is not paid when due, such amount shall bear interest until paid at an annual rate equal to 12% compounded annually, or the maximum rate permitted by law from time to time if 12% exceeds such maximum rate and the Rangers shall have the right to withhold any or all of the Benefits during the period in which such amount remains unpaid. The Rangers shall have no obligation to provide Benefits withheld pursuant to the foregoing sentence at a later date, nor any obligation to provide any substitute Benefits or any refund of or reduction in the Rights Fees or any applicable Fees. Sponsor shall pay all costs and expenses of creating and implementing all of the Benefits and collateral materials associated with this Agreement in accordance with the terms set forth herein. Except as otherwise specifically provided in this Agreement, each of the Parties hereto shall pay its own expenses of performing its obligations under this Agreement. All payments shall be made in U.S. dollars without set-off, reduction, deduction, abatement or withholding of any kind and time shall be of the essence with respect to each payment. All payments due to Rangers shall be net of all applicable Sponsor agency fees or commissions and all applicable taxes (other than income taxes of Rangers), which shall be the responsibility of Sponsor.   B. Advertising Copy. Sponsor shall produce the Advertising Copy in accordance with the deadlines and specifications established by the Rangers. Except as set forth herein, Sponsor is responsible for the cost and administration of designing, preparing, installing, maintaining and removing the Advertising Copy described in Paragraph 2. Advertising Copy shall be subject to the Rangers’ prior written approval. At least sixty (60) days before commencing production of any Advertising Copy, Sponsor shall, at its sole expense, submit, as applicable, the concept, artwork, design, storyboard, script, text, photographs and other material for such Advertising Copy to the Rangers for its prior approval and, if applicable, evidence that all governmental approvals required under any law with respect to such Advertising Copy have been obtained. Rangers shall have the right to disapprove any Advertising Copy in its sole discretion and for any reason, including, but not limited to, if the Rangers determine in good faith that such Advertising Copy: (i) is of substandard technical quality; (ii) does not conform to Rangers’ specifications for the Signs, publications, stated design preferences, or other Benefits as set forth in Paragraph 2; (iii) does not comply with applicable government standards, rules, laws or regulations or with applicable MLB Documents, regulations or policies; (iv) is in bad taste, reflects unfavorably upon or disparages Rangers, its players, coaches or staff, the Ballpark, the City of Arlington, MLB or any of their respective owners or employees; (v) could be construed by the consuming public to be an endorsement by the Rangers of Sponsor’s goods/services; or (vi) is otherwise reasonably objectionable. Sponsor may have the right to modify or change any Advertising Copy displayed as provided in this Agreement, subject to Rangers’ right of approval, at Sponsor’s expense. All Advertising Copy shall be solely for Sponsor’s use in connection with advertising or promoting, Sponsor and/or Sponsor’s products and/or services within the Category in the Home Television Territory, and shall not be used to promote products and/or services outside the Category or any third party’s products/services.   C. Other Events and Post-Season. Except as otherwise provided in this Agreement, the Benefits pertain only to Rangers’ Home Games played during the Championship Season at the Ballpark, and do not apply to Jewel Events or other third-party events at the Ballpark.

D. Permitted Activities.   1. Sponsor acknowledges that (i) third parties may be granted the right to use all or a portion of the Ballpark, or to advertise, sell or promote products or services (including products or services within the Category) within the Ballpark or elsewhere on the Ballpark premises, at Jewel Events or other third-party events; (ii) during Jewel Events or such other third-party events relating to, by way of example only, concerts and other special events to be held at the Ballpark (and for reasonable periods before and after such events for set-up and break-down), Rangers or third parties may be required to remove, obscure, black out, mask, cover, obstruct, or interpose different signage or advertisements over certain of Sponsor’s Advertising Copy and/or Signs inside and/or around the Ballpark on an interim basis; and (iii) in connection with any Jewel Event or other third-party events in the Ballpark, Rangers and such third parties may, inside and/or around the Ballpark, display temporary banners, signs and similar event-specific materials, announce, promote or acknowledge any sponsor of such other event, including but not limited to advertising and signs promoting products or services in the Category.   2. Sponsor also acknowledges that the Rangers do not control certain telecasts and broadcasts (whether by radio, television, internet or any other medium now existing or hereafter developed, whether live or recorded) of the Rangers’ games or other events, or certain of the other media (whether now existing or hereafter developed) through which other Benefits are to be provided, and that such telecasts, broadcasts and other media may include advertising or promotion of third party products and services within the Category and/or advertising by Category competitors.   3. Sponsor acknowledges and agrees that none of the foregoing (whether or not it includes advertising for products and services within the Category or by a Category competitor) shall be a violation of this Agreement.   E. Rights of MLB. Sponsor acknowledges that MLB and its Affiliates have certain rights (a) to license the marks of MLB and its member teams (including Rangers’ marks), and (b) to grant sponsorship rights and benefits with respect to the MLB and its member teams nationally, and that any exercise of such rights by MLB, its Affiliates or any other person or entity not under the control of the Rangers shall not be construed to be a breach of this Agreement even if it involves activity within the Home Television Territory of the Rangers.   F. Use of Images and Promotions. Nothing in this Agreement shall be construed to convey to Sponsor any rights with respect to the use of (i) the name, image, likeness or personality of any past, present or future Rangers’ player, coach, employee or any other individual not expressly granted herein, or (ii) any image, mark drawing, rendering, or other materials relating to the Ballpark not expressly granted herein.

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G. Trademarks.   1. Rangers Marks. “Rangers Marks” shall mean the Rangers’ “T” the Rangers’ primary logo, the Ballpark logo, the color schemes used by the Rangers in advertising, logos or uniforms, or any other copyrights, service marks, lettering, trade dress, color schemes, logos, trademarks, word marks, symbols, emblems, trademark designs, or indicia of source, identification, sponsorship or affiliation, if any, used, owned or reasonably understood to be associated with, or applied to be registered, or registered, by or on behalf of the Rangers. Sponsor shall have no rights to any Rangers Marks except as explicitly mentioned in Paragraph 2 of this Agreement. Subject to Sponsor’s strict compliance with all of the terms and conditions of this Agreement, Rangers hereby grants Sponsor a limited, non-exclusive, non-sublicenseable license to use the Rangers Marks as explicitly permitted in Paragraph 2 of this Agreement, subject to the prior written approval of the Rangers in each instance. Sponsor shall (i) use and display the Rangers Marks in such form and manner as are approved in advance and in writing by Rangers, and (ii) agree to use such other legends, markings, and notices in connection with the Rangers Marks as Rangers may require in its discretion. Sponsor shall not make any changes to the approved form and manner of the Rangers Marks without the written consent of the Rangers. All Advertising Copy and Benefits shall be exploited by Sponsor in accordance with: (1) Rangers’ quality standards and in a manner consistent with the reputation and prestige of the Rangers Marks, and (2) all applicable Laws. Rangers shall have the right to prohibit or limit, in its sole discretion, any use of the Rangers Marks that it believes may injure, impede or compromise the significant goodwill in and to the Rangers Marks. All rights in and to the Rangers Marks not expressly granted to Sponsor under this Agreement are reserved exclusively to Rangers. Sponsor shall not have any implied rights in or to the use of the Rangers Marks, the Major League Baseball word mark and/or the Major League Baseball silhouetted batter logos, the MLB.com primary logo, or any other trademarks, trade names, copyrights, trade dress, trade names, logos or other designations of origin owned or controlled by or licensed to Rangers. Without limiting the foregoing, Sponsor, except as expressly provided herein, shall have no right to use any of the Rangers Marks on any products. Other than the limited license granted herein, nothing in this Agreement confers any right, title, or interest in the Rangers Marks to Sponsor. Rangers owns and shall continue to exclusively own all rights in and to the Rangers Marks, and all use of the Rangers Marks will inure exclusively to the benefit of Rangers. Sponsor agrees that it will not, during the Term or at any time thereafter, directly or indirectly attack, question or take any position or action adverse to Rangers’ ownership of the Rangers Marks. The use of Composite Marks (as defined herein), if any, shall not confer upon the Rangers any right, title or interest in or to Sponsor’s corporate identification and its brand, and shall not confer upon Sponsor any right, title or interest in or to the Rangers’ corporate identification, brand, or any proprietary rights, and neither Sponsor nor the Rangers shall assert any right, title or interest to the contrary against the other Party. “Composite Marks” are defined as the use of the Rangers Marks in close association with the Sponsor Marks (defined below), whether alone or with additional design or word elements, so long as any such Composite Mark shall be used in a manner that depicts the Rangers Marks as being separate and distinct from the Sponsor Marks. Upon expiration or termination of this Agreement for any reason, Sponsor will (and will cause its sublicensees to) immediately cease any and all use of the Rangers Marks, and will promptly destroy or return to Rangers any materials in its possession bearing or incorporating any of the Rangers Marks.   2. Sponsor Marks. Sponsor hereby grants worldwide to Rangers and its Affiliates, licensees, vendors, advertisers, agents, designees, broadcast partners and any Affiliated companies, the limited, non-exclusive, perpetual, irrevocable, royalty-free right and license (with sublicense rights) to reproduce, republish, publicly display, modify and otherwise use the corporate and trade name(s), trademark(s), service mark(s), logo(s), symbol(s), design(s), decal(s), artwork(s) or other proprietary designation(s) of the Sponsor (the “Sponsor Marks”), any of Sponsor’s trademarks, trade names, taglines and copyrightable materials provided to Rangers under this Agreement and used in connection with the Rangers Marks, the Ballpark Name, and/or the Ballpark Logo for any use or purpose. In particular, Rangers and its Affiliates, licensees, vendors, advertisers, agents, designees, broadcast partners and any Affiliated companies may: (i) photograph, record in audio or video format, telecast, broadcast, and/or otherwise reproduce in any medium now or hereafter devised Sponsor Marks that are used or displayed in the Ballpark and/or during any Rangers Home Game, including, but not limited to, pre-game events, post-game events, Jewel Events, and other special events, for any purpose and in any manner throughout the universe in perpetuity; and (ii) use the Sponsor Marks in connection with the design, manufacture, production, sale, offer for sale, performance, publication, use, distribution, importation, exportation, exploitation, advertisement, promotion, and display of promotional merchandise related to the Ballpark. Sponsor shall have no rights to any payment of fees, royalties or other consideration from Rangers or any other entity in connection with use of Sponsor Marks pursuant to this limited license. The foregoing license shall survive the expiration or termination of this Agreement. Sponsor represents and warrants that it has all right, title and interest in and to the Sponsor Marks and the authority to grant this limited license to Rangers. Sponsor further represents and warrants that to its knowledge none of the Sponsor Marks infringes the intellectual property or other proprietary rights of any third-party. All Sponsor Marks used or displayed in connection with the sponsorship and advertising elements set forth in this Agreement remain the sole and exclusive property of the Sponsor.

3. Enforcement of Trademark Rights; Breach and Termination of Licenses. Rangers shall use reasonable efforts to police the Rangers Marks for unauthorized uses of the Rangers Marks by third parties and enforce and defend the Rangers Marks from infringement through means that Rangers may reasonably determine in its sole discretion, all at the Rangers’ sole expense. Rangers shall immediately notify Sponsor of any perceived infringement of the Rangers Marks to the extent relevant to this Agreement. Sponsor shall use reasonable efforts to police the Sponsor Marks for unauthorized uses of the Sponsor Marks by third parties and enforce and defend the Sponsor Marks from infringement through means that Sponsor may reasonably determine in its sole discretion, all at Sponsor’s sole expense. Sponsor shall immediately notify the Rangers of any perceived infringement of the Sponsor Marks to the extent relevant to this Agreement. The Parties acknowledge and agree that any breach of the provisions of this Paragraph G by either Party, or any sublicensee of either Party, could result in irreparable injury to the non-breaching Party for which money damages may not be a sufficient remedy. Therefore, in addition to any other remedies that may be available hereunder, such non-breaching Party shall be entitled to bring suit or otherwise institute an action for the limited purpose of obtaining injunctive, temporary, or other preventive equitable relief as a remedy for any breach or threatened breach of the provisions of this Paragraph G, which breach or threatened breach could reasonably be expected to result in irreparable damage to the non-breaching Party. Upon termination of this Agreement the licenses and sublicenses granted hereunder shall immediately terminate, except to the extent necessary to permit the following: (i) the Parties and their sublicensees will have a sufficient period of time, which period will be as long as commercially reasonable, but in no event will be less than sixty (60) days or more than one hundred twenty (120) days, to use, sell, or otherwise dispose of any promotional merchandise or other items that bear any of the Rangers Marks and/or Sponsor Marks and which promotional merchandise or items are in inventory, on-hand, in transit, in process, or are subject to a contract for manufacture or use that cannot be canceled immediately without damages or penalty; and (ii) the Parties and their sublicensees will have a sufficient period of time, which period will be as long as commercially reasonable, but in no event less than sixty (60) days nor longer than one hundred twenty (120) days, to allow any Signs and/or Advertising Copy affixed to the Ballpark to be removed from the Ballpark and to make any physical changes or repairs to the Ballpark necessitated by the removal of such Signs and/or Advertising Copy. If applicable, the foregoing provisions shall also apply to MLB Properties, MLBAM, and/or their respective licensees.   H. Default. If either Party breaches its obligations under this Agreement (other than a delay in fulfillment of its obligations as a result of a Force Majeure as defined in Paragraph J, including without limitation a failure to make any payments as required by this Agreement), the non‑defaulting Party shall have the option to immediately cease all performance under this Agreement. If such default is the failure by Sponsor to pay the Rights Fees or any other monetary obligations (including the Fees) when due under this Agreement, the Rangers may exercise its right to terminate this Agreement immediately, declare the entire unpaid balance of all Rights Fees and all due but unpaid Fees for the Term immediately due and payable, and/or pursue any available remedies immediately upon written notice to Sponsor. In the case of any other breach under this Agreement, the non‑defaulting Party shall provide the defaulting Party with written notice of the alleged default and, if such default is curable, thirty (30) days (or such shorter time as exigencies may require) within which to cure the default to the reasonable satisfaction of the non‑defaulting Party. If the defaulting Party fails to cure the default to the reasonable satisfaction of the non‑defaulting Party within thirty (30) days (or such shorter time period) after the date such written notice is given, the non‑defaulting Party may, in addition to any other remedies which may be available to it under the circumstances, terminate this Agreement effective immediately by providing written notice of such termination to the defaulting Party. The Rangers may also terminate this Agreement by providing ten (10) days written notice in the event that (i) the Sponsor files bankruptcy, makes a general assignment for the benefit of creditors, or is otherwise subjected to proceedings under any insolvency law, (ii) Sponsor fails to conduct business in the same manner as Sponsor conducts business as of the Effective Date, (iii) Sponsor or any Affiliate of Sponsor becomes involved in any business or industry, or undertakes any activities, or engages in activities which are inconsistent with MLB’s overall image, such that MLB Documents would prohibit the Rangers from having a sponsorship relationship with Sponsor, (iv) the Rangers have any reason to terminate related to use of the Ballpark, which will not be considered a default by either Party; (v) the Rangers have any other legitimate business reason to terminate this Agreement; or (vi) the Rangers secure a jersey patch/naming rights sponsorship with a sponsor in the Category.

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3. Except to the extent of any Club IMS Programming (as such term is defined in the MLB Documents) that is permitted to be granted by the Rangers to Sponsor pursuant to the Interactive Media Rights Agreement and which is granted to Sponsor hereunder, no rights, exclusivities or obligations involving Interactive Media are conferred by this Agreement, except as are specifically approved in writing by the applicable MLB Entity. For purposes of this provision, “Interactive Media” shall mean (i) the Internet or any other on-line system or computer network; (ii) any interactive wireless service, including, without limitation, any interactive microwave or cellular service; (iii) any interactive satellite service; (iv) any interactive broadcast television, broadcast radio or cable television service; and (v) any other medium of interactive communication now known or hereafter devised.   4. In addition to any other rights or remedies to which the Rangers may be entitled at law or in equity, the Rangers shall have the right, at no cost or liability to it or any other Major League Baseball Club or any MLB Entity, to terminate this Agreement at any time Sponsor breaches its obligations under Paragraph (L)1, (L)2 or (L)3 above. The right to terminate shall be exercisable by delivering written notice to Sponsor within 30 days after the Rangers obtains actual knowledge that such breach has occurred and the effective date of such termination shall be no more than 30 days after the date such notice is given, as specified by the Rangers in such notice.   M. Representations and Warranties. Sponsor represents and warrants that (i) the execution of this Agreement has been duly authorized by all necessary parties, (ii) this Agreement constitutes the legal and binding obligations of Sponsor and is enforceable against Sponsor (and in the case of an advertising agency/agent, is enforceable and binding against both the advertising agency/agent and the underlying sponsor) in accordance with its terms, (iii) Sponsor has the absolute and unrestricted right, power, authority and capacity to execute this Agreement and to perform its obligations, (iv) Sponsor is registered to transact business in the State of Texas, is in good standing, and has designated a registered agent for service of process in the State of Texas, (v) Sponsor owns or has the right to use all trademarks, brand logos, label designs, product identification, and artwork displayed in the Advertising Copy and on the Signs, (vi) Sponsor is not subject to any restrictive obligations imposed by former clients or any other person that would impair its ability to exercise its best efforts in connection with this Agreement, (vii) Sponsor’s Advertising Copy, goods/services, and all other work performed or required to be performed by Sponsor under this Agreement, complies with all applicable laws, and (viii) Sponsor’s Advertising Copy and the use of Sponsor’s Marks in accordance with the terms and conditions of this Agreement shall not violate or infringe upon the rights of any third party. Sponsor’s representations and warranties shall survive the expiration or earlier termination of this Agreement. In carrying out the terms of this Agreement, the Rangers and Sponsor shall not participate in any conduct prohibited by the Industry Public Entertainment Facilities Act of Texas, or its successor statute.

N. Indemnification; Release. Sponsor assumes full responsibility and liability for the Advertising Copy, goods/services, and/or all other work performed or required to be performed by Sponsor under this Agreement, and any game and suite attendance by Sponsor and its guests. Sponsor agrees that the foregoing shall be at Sponsor’s sole risk. Sponsor agrees to defend, indemnify, and hold harmless Rangers Baseball LLC, Rangers Stadium Company LLC, Rangers Baseball Express LLC, the City of Arlington, Ballpark Parking Partners LLC, Texas Rangers Baseball Foundation, Metroplex Sportservice, Inc., Arlington Sportservice, Inc., REV Entertainment LLC, Rangers Baseball Real Estate LLC, and each of their subsidiaries, Affiliates, partners, officers, directors, members, employees, shareholders, agents, other representatives, successors and assigns (collectively, the “Rangers Indemnified Parties”), from and against any losses, liabilities, damages, and judgments (collectively, “Claims”), including, without limitation, attorneys’ fees, arising out of or related to: (i) the use of any trademark, service mark, logo, design and other intellectual property right materials provided by Sponsor; (ii) Sponsor’s Advertising Copy and/or goods/services provided, if applicable, by Sponsor and its representatives; (iii) any negligent or grossly negligent action, inaction, omission or intentional misconduct of Sponsor; (iv) any claim for agency fees or commissions owed by Sponsor; (v) any personal injury, bodily injury, illness, death, or property damage associated with Sponsor’s or its guests’ use of any areas of the Ballpark, as the case may be; (vi) any preparation, installation, maintenance and removal performed by Sponsor and its representatives of Signs, kiosks, and/or additional Benefits outlined in Paragraph 2 of this Agreement; (vii) any sweepstakes, contest, giveaway, or similar promotion administered by Sponsor or its representatives, (viii) any conduct or activities by Sponsor that violate any applicable international, U.S., state and local laws, rules, regulations, or ordinances, and (ix) any breach, alleged breach or misrepresentation of any term, covenant, condition, or warranty contained in this Agreement by Sponsor and all costs incurred by the Rangers Indemnified Parties (including but not limited to attorneys’ fees) as a result of any breach of this Agreement, the enforcement of this Agreement against Sponsor or the collection from Sponsor of any amounts due hereunder; provided, however, no indemnity under this Paragraph N shall be enforceable by a Rangers Indemnified Party and no payment shall be made by Sponsor to or for the benefit of a Rangers Indemnified Party if such indemnity or payment with respect to such Rangers Indemnified Party would violate any federal or state tied house laws related to the alcoholic beverage industry or any provision of the Texas Alcoholic Beverage Code. Sponsor fully and forever waives, discharges, and releases the Rangers Indemnified Parties from any and all Claims arising out of or related to any matter described in clauses (i) through (ix) above. Sponsor’s indemnification obligations shall survive the expiration or earlier termination of this Agreement. Except as otherwise expressly provided in this Agreement, the Rangers have made no representations or warranties of any kind, whether expressed, implied or statutory, all of which are hereby irrevocably waived by Sponsor. No claim may be made by any Party hereunder against any other Party hereto or any Affiliate, director, partner, member, manager, officer, employee, attorney or agent thereof for any special, indirect, consequential, incidental or punitive damages (other than such damages in connection with third party claims) in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions or relationships contemplated by this Agreement or any other transaction, relationship, act, omission or event arising or occurring in connection therewith; provided, however, that nothing in this provision shall limit the liability of any Party to indemnify another Party pursuant the indemnification obligations as set forth in this Paragraph N. Each Party waives, releases and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.   O. Insurance. Sponsor shall obtain, and continuously maintain, at its own expense, the following insurance coverages for the duration of the Term (collectively, the "Required Insurance"):   1. An Insurance Services Office (or its equivalent) occurrence based Commercial General Liability Insurance Policy, providing coverage for bodily injury and property damage and personal and advertising injury including contractual liability and products/completed operations liability coverage, with minimum limits of not less than $2,000,000 per occurrence; $4,000,000 general aggregate; and $4,000,000 products/completed operations aggregate.   2. If commercial vehicles are to be used by Sponsor in connection with any Benefit(s), Automobile Liability Insurance, covering owned, non-owned, leased or hired automobiles, with a minimum combined single limit of $1,000,000 each accident.

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2. Without limiting the foregoing, if such Finance Counterparty (or any purchaser at a judicial or non-judicial foreclosure sale) shall become the owner of and succeed to the rights of Rangers in the Ballpark Lease by reason of foreclosure or by a transfer in lieu of foreclosure in the exercise of its rights as described in the Ballpark Lease, then this Agreement shall continue in full force and effect, and Sponsor shall be bound to the new owner and shall attorn to such new owner and recognize such new owner as Rangers hereunder, subject to the condition that the new owner agrees to be bound to Sponsor hereunder and to assume and perform all of the obligations of Rangers hereunder. Upon receipt of the Finance Counterparty’s written instructions, which include a certification that it has become the owner of the Ballpark Lease and succeeded to the rights of Rangers therein as stated above, Sponsor shall thereafter make all payments to be made by it hereunder directly to such Finance Counterparty or its designated servicer and Rangers irrevocably authorizes and instructs Sponsor to comply with such written instructions and releases and indemnifies Sponsor from any liability to Rangers for all payments so made to such Finance Counterparty.   3. Within thirty (30) business days after the receipt of a written request of Rangers or any Finance Counterparty, Sponsor shall execute and deliver to Rangers and any such other requesting party a written statement, to the extent applicable, (i) certifying that this Agreement is in full force and effect and has not been modified, assigned, supplemented or amended except by such writings as shall be stated, and (ii) certifying that it has no actual knowledge of a default under this Agreement by any party and that there are no defenses, set-offs, recoupments or counterclaims against the enforcement of this Agreement by any party, except as may be stated. In addition to the foregoing, if a Finance Counterparty requests, in connection with providing financing for the Ballpark, any additional documentation evidencing the foregoing or containing additional assurances for the benefit of such Finance Counterparty, Sponsor shall execute and deliver such documentation.   4. Rangers’ grant of a mortgage, security interest in, collateral assignment of, pledge, or other encumbrance of this Agreement or any interest in this Agreement to any Finance Counterparty shall not constitute an assignment or transfer of Rangers’ rights under this Agreement, nor shall any such Finance Counterparty be deemed to be an assignee or transferee or mortgagee in possession so as to require such Finance Counterparty to assume or otherwise be obligated to perform any of Rangers’ obligations under this Agreement except when, and then only for so long as, such Finance Counterparty has obtained control of the Ballpark and assumed Rangers’ obligations under the Ballpark Lease and then only so long as it remains in control of and manages the Ballpark.   T. Confidentiality. Except as otherwise required by the applicable MLB Documents, by the applicable laws, or by any applicable governmental entity or agency, the Rangers and Sponsor agree not to (a) disclose Confidential Information to any third party other than on a need-to-know basis to their respective shareholders, partners, members, directors, officers, employees, owners, agents and advisors (including legal, financial and accounting advisors) (collectively, “Representatives”), or (b) use Confidential Information for any purpose other than performing its obligations under this Agreement. “Confidential Information” shall include all non-public, confidential or proprietary information that the Rangers or its Representatives make available to the Sponsor or its Representatives, or that the Sponsor or its representatives make available to the Rangers or its Representatives in connection with this Agreement, including, but not be limited to, the specific terms and conditions of this Agreement as well as information related to the past, present and future plans, ideas, methods, strategies, sales figures or projections, marketing programs or materials and other non-public information relating to either Party.

U. Notices. All material notices or other communications which are required or contemplated by this Agreement shall be in writing and sent by certified or registered mail to the addresses below. All other notices may be sent by facsimile, hand delivery, e-mail or mail.   If to the Rangers:   Rangers Stadium Company LLC 734 Stadium Drive Arlington, Texas 76011 Attention: Legal Department Copy: Jim Cochrane, SVP, Partnerships & Client Services   If to Sponsor:   GZ6G Technologies Corp. 8925 W. Post Road Las Vegas, Nevada 89148 Attn: Coleman Smith, CEO   V. Governing Law & Exclusive Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, including without limitation Texas laws relating to applicable statutes of limitation, without regard to conflict-of-laws principles or principles of comity which would cause this Agreement to be interpreted or governed by the applicable law of any state other than the State of Texas. The exclusive venue for any proceeding in connection with this Agreement shall be in Tarrant County, Texas.   W. Agency/Third-Party Beneficiaries. Notwithstanding anything to the contrary herein, if Sponsor enters into this Agreement through an advertising agency or similar agent, then both Sponsor and the advertising agency/agent shall be jointly and severally liable to the Rangers for any other amounts due hereunder, regardless of whether both Parties are listed or sign this Agreement. Other than as set forth in the preceding sentence, this Agreement is for the sole benefit of the Parties hereto and their permitted assigns, and nothing herein expressed or implied shall give or be construed to give any third parties, other than the Parties hereto and such assigns, any legal or equitable rights hereunder.   X. No Waiver. No delay of or omission in the exercise of any right, power or remedy accruing to any Party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of any future exercise of any right, power or remedy. All remedies available at law or in equity to either Party for breach of this Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be to the exclusion of others.   Y. Severability. In case any provision of this Agreement shall be invalid, illegal or unenforceable, such provision shall be severed from this Agreement. The validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.   Z. Attorneys’ Fees. Should either Party to this Agreement commence legal proceedings against the other to enforce the terms and provisions of this Agreement, the Party losing in such legal proceedings shall pay the reasonable attorneys’ fees and expenses of the Party prevailing in such legal proceedings, as determined by the court.   AA. Equitable Relief. In addition to any other contractual, legal, and equitable rights and remedies that may be available, the Rangers shall have the right to take such steps as are necessary to prevent any unauthorized use of any of the Rangers Marks or Benefits, including petitioning a court of competent jurisdiction for a temporary restraining order, a preliminary or permanent injunction, and/or a decree for specific performance, in each case without being required to prove actual damages or furnish a bond or other security.   BB. Relationship of Parties. This Agreement does not create any agency, partnership, joint venture or employment relationship between the Parties. The relationship of the Parties shall be solely that of independent contractors. Each Party shall be solely responsible for the conduct of its respective agents and employees.

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CC. Integration Clause & Amendment. This Agreement is the final and exclusive expression of the agreement among the Parties for the subject matter of this Agreement, it being understood that there are no oral representations, understandings or agreements covering the same subject matter. Sponsor represents that it is a sophisticated commercial party capable of understanding all the terms of this Agreement. This Agreement may be amended only in a writing signed by the Parties.   DD. Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, all of which together shall constitute one and the same document. Counterparts may be delivered via U.S. Mail, facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g. www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. This Agreement shall become effective when Rangers transmits a fully executed counterpart hereof to Sponsor.   EE. Definitions. For purposes of this Agreement, the terms listed below shall have the following meanings:   1. Advertising Copy. “Advertising Copy” means all signage, print advertising or other advertising of Sponsor’s products and/or services including any words, slogans, logos or designs constituting trademarks or service marks of Sponsor, whether or not registered, that are displayed as provided in this Agreement.   2. Affiliate. “Affiliate” means any entity, any parent, any subsidiary, or any person (including, any natural person, or corporation, partnership, limited partnership, trust, unincorporated association or other form of business organization) controlling, controlled by or under common control with such entity.   3. Championship Season. “Championship Season” means the Major League Baseball regular season, excluding Postseason, Jewel Events, and Spring Training games.

4. Home Game. “Home Game” means a Rangers’ Championship Season home game played at the Ballpark (excluding Spring Training and Postseason), with or without spectators in attendance.   5. Home Television Territory. “Home Television Territory” of the Rangers means the television viewing area currently comprised of Texas, Arkansas, Oklahoma, Louisiana, and portions of New Mexico, as established and amended from time to time pursuant to the MLB Documents.   6. Jewel Event. “Jewel Event” means the All-Star Game, the World Baseball Classic, the Wild Card Game, the Division Series Games, League Championship Series Games and World Series Games, and on-field games and events in or around the All-Star Game (e.g., All-Star Sunday, Workout Day, and Home Run Derby Events), and any other similar events and games that may be developed during the term of this Agreement. Each shall be a “Jewel Event.”   7. Postseason. “Postseason” means the officially scheduled baseball playoff games, including the Wild Card Game, the Division Series Games, League Championship Series Games and World Series Games.   8. Postseason Home Game. “Postseason Home Game” means a Rangers’ home game played at the Ballpark which may include: the Wild Card Game, the Division Series Games, League Championship Series Games and World Series Games.   9. Signs or Signage. “Signs” or “Signage” means any advertising materials installed in advertising panels, as identified in Paragraph 2.   FF. Parking Lot Usage. If Sponsor’s rights include the right to use a parking lot, then the following terms apply to such parking lot. Sponsor shall comply with the Rangers’ then current rules and regulations for parking lot usage and all applicable rules, regulations, laws and ordinances. In the event that a parking lot is unavailable for Sponsor’s use, the Rangers reserve the right to relocate the parking area.

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Texas Rangers Sponsorship & Services Summary Agreement Dated July 11,2022

GZ6G & Texas Rangers sponsorship and Services

Summary

GZ6G technologies signed a three year exclusive wifi sponsorship and wifi network managed services agreement with Texas Rangers at Global Life Park in Arlington TX to operate their venue wifi captive portal management service agreement on July 7, 2022.

Number of Events

There are 81 MLB games played each year at Global Life Park in Arlington TX. In addition, we expect to provide wifi solutions for third party events that occur in the stadium throughout the year.

Both companies will work closely together to organize, design, and plan each MLB season for new sponsorships.

GZ6G Technologies will share the venue wifi ad space, limited venue stadium assets offering its products, services, and third party sponsorship opportunities to thousands of fans.

Venue Value

The venue minimal wifi and venue adverts is an estimated value of $750,000 per year with a guaranteed annual payment of $375,000 to the Texas Rangers for both 2023 and 2024 seasons, we plan to split 50/50 sponsor revenues for season 2022 ending in September 2022.

The 2022 partial season allows for adequate preparation for each marketing team to work together closely while managing and pre-selling the wifi and stadium ads for the April 2023 season.

Venue Responsibilities

	·	The Texas rangers will provide their wifi network access exclusively to Green Zebra for a period of three years.
	·	The Texas Rangers technical and creative teams will work closely with Green Zebra to create fan experience and fan engagement.

This mutually beneficial relationship working together will create the best venue, fan and advertising location based wifi experience while visiting the Texas Ranger stadium.

Venue Benefits with GZ:

	·	Provide experienced technology advisory solutions
	·	Reduced learning curve- Immediate wifi user experience capabilities
	·	Experienced remote workforce - No additional labor resources are required by Texas Ranger to manage and operate location based technology platform(s).
	·	Third party’s ability to monetize wifi location based technologies quicker.

Copyright 2021 All Rights Reserved | Confidential Information | GZ6G Technologies Corp | www.gz6g .com | support@greenzebra.net

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Texas Rangers Sponsorship & Services Summary Agreement Dated July 11,2022

Green Zebra Smart Networks team will manage the following:

	1.	Monitor remotely Wifi-6 connectivity speeds to provide the best fan experience
	2.	Maintain, manage, and secure remotely the wifi captive portal access throughout the duration of the agreement.

Venue Benefits:

	·	Less venders to contact if technology issues occur
	·	Minimizes equipment and software downtime
	·	Ensures connectivity for venue uses, advertisers and sponsor
	·	Monitors security risks
	·	Direct Communication with GZ Marketing team

Green Zebra Smart Media solutions:

Our mission is to provide the best venue stadium engagement and fan experience that is supported by the insights to data analytics that provides greater insights to future decision making possibilities for all stakeholders.

Creative services

	·	Provide technology advisor performances services
	·	Work with Texas Rangers marketing team to create the interactive fan wifi venue experience
	·	Creative design for the Texas Ranger MLB and Green Zebra Captive portal login pages
	·	Manage additional page designs as required
	·	Mange sponsor advertiser creative designs as required
	·	Manage and provide wifi data analytics services

Performance Marketing Services

	·	Creates Sponsorship/advertiser pitch decks and websites
	·	National Marketing campaigns directed at brand sponsors and advertising agencies

Sponsor/advertiser Sales and support

	·	Provides an experienced sponsor/ advertiser sales team
	·	Provides direct sponsor/advertiser support
	·	Offers national network of stadiums and venues to single sponsors

Relationship Value

	·	Guarantee advertising RevShare partnership with venue stadiums
	·	Increased single sponsor ad spend when offering a network of stadiums
	·	Offer products and services to targeted audiences as its own sponsor
	·	Co-Branding with stadium brands with their customers

Copyright 2021 All Rights Reserved | Confidential Information | GZ6G Technologies Corp | www.gz6g .com | support@greenzebra.net

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Texas Rangers Sponsorship & Services Summary Agreement Dated July 11,2022

Additional TX Rangers venue assets available for brand sponsor packages:

	·	Tickets
	·	Suites
	·	Signage
	·	PR

For more information about Sponsorship advertising sales contact:

Sponsor support

Copyright 2021 All Rights Reserved | Confidential Information | GZ6G Technologies Corp | www.gz6g .com | support@greenzebra.net

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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.

Principal Amount: $63,750.00	Issue Date: July 11, 2022
Purchase Price: $63,750.00

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, GZ6G Technologies Corp., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, or registered assigns (the “Holder”) the sum of $63,750.00 together with any interest as set forth herein, on July 11, 2023 (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 be computed on the basis of a 365 day year and the actual number of days elapsed. Interest shall commence accruing on the Issue Date but shall not be payable until the Note becomes payable (whether at Maturity Date or upon acceleration or by prepayment). All payments due hereunder (to the extent not converted into common stock, $0.001 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.

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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 III), 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 equal 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.

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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 39,230,769 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).

(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.

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(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 (“DTC”) 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 DTC 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: (i) 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; and/or (ii) not the result of the Borrower purposely, willfully and intentionally hindering the conversion. 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.

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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 III) 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 III). “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.

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(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.

Prepayment Period	Prepayment Percentage
1. The period beginning on the Issue Date and ending on the date which is thirty (30) days following the Issue Date.	115%
2. The period beginning on the date that is thirty-one (31) day from the Issue Date and ending sixty (60) days following the Issue Date.	120%
3. The period beginning on the date that is sixty-one (61) day from the Issue Date and ending one hundred eighty (180) days following the Issue Date.	125%

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After the expiration of the Prepayment Periods set forth above, the Borrower may submit an Optional Prepayment Notice to the Holder. Upon receipt by the Holder of the Optional Prepayment Notice post Prepayment Periods, the prepayment shall be subject to the Holder’s and the Borrower’s agreement with respect to the applicable Prepayment Percentage.

Notwithstanding anything contained herein to the contrary, the Holder’s conversion rights herein shall not be affected in any way until the Note is fully paid (funds received by the Holder) pursuant to an Optional Prepayment Notice.

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 III. 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.

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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 (the filing of a Form 15 with the SEC is an immediate Event of Default).

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.

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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 Amount (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 AMOUNT (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 III (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 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 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.

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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, facsimile or email, 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:

GZ6G Technologies Corp.

8925 West Post Road, Suite 102

Las Vegas, NV 89148

Attn: William Coleman Smith, Chief Executive Officer

Email: Cole@greenzebra.net

If to the Holder:

1800 DIAGONAL LENDING LLC

1800 Diagonal Road, Suite 623

Alexandria, VA 22314

Attn: Curt Kramer, President

e-mail: ckramer@sixthstreetlending.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

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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 Virginia 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 Virginia or in the federal courts located in the state and city of Alexandria, Virginia. 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 Holder shall be entitled to recover from the Borrower 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.

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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on July 11, 2022

GZ6G Technologies Corp.
By:	/s/ William Coleman Smith
	William Coleman Smith Chief Executive Officer

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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 GZ6G Technologies Corp., a Nevada corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of July 11, 2022 (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:

	☐	The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent At Custodian (“DWAC Transfer”).
		Name of DTC Prime Broker: Account Number:
	☐	The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

	Date of conversion:
	Applicable Conversion Price:	$
	Number of shares of common stock to be issued pursuant to conversion of the Notes:
	Amount of Principal Balance due remaining under the Note after this conversion:

1800 DIAGONAL LENDING LLC
By:
Name:
Title:
Date: __________________

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EXHIBIT 10.3

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 11, 2022, by and between GZ6G Technologies Corp., a Nevada corporation, with its address at 8925 West Post Road, Suite 102, Las Vegas, NV 89148 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria, VA 22314 (the “Buyer”).

WHEREAS:

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”); and

B. Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement a convertible note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $63,750.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note.

NOW THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

1. Purchase and Sale of Note.

a. Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below the Buyer’s name on the signature pages hereto.

b. Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.

c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Standard Time on or about July 12, 2022, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

2. Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

a. Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act.

b. Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

c. Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

d. Information. The Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer.

e. Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form:

"THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS."

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The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer 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.

f. Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

3. Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

a. Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

b. Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

c. Capitalization. As of the date hereof, the authorized common stock of the Company consists of 500,000,000 authorized shares of Common Stock, $0.001 par value per share, of which 28,503,504 shares are issued and outstanding. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. .

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d. Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and 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 Company and will not impose personal liability upon the holder thereof.

e. No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith.

f. SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates or if amended, as of the dates of the amendments, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates or if amended, as of the dates of the amendments, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The Company is subject to the reporting requirements of the 1934 Act.

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g. Absence of Certain Changes. Since March 31, 2022, except as set forth in the SEC Documents, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

h. Absence of Litigation. Except as set forth in the SEC Documents, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

i. No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

j. No Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby.

k. No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”). The Company is not controlled by an Investment Company.

l. Breach of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under Section 3.4 of the Note.

4. COVENANTS.

a. Best Efforts. The Company shall use its best efforts to satisfy timely each of the conditions described in Section 7 of this Agreement.

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b. Form D; Blue Sky Laws. The Company agrees to timely make any filings required by federal and state laws as a result of the closing of the transactions contemplated by this Agreement.

c. Use of Proceeds. The Company shall use the proceeds for general working capital purposes.

d. Expenses. At the Closing, the Company’s obligation with respect to the transactions contemplated by this Agreement is to reimburse Buyer’ expenses shall be $3,750.00 for Buyer’s legal fees and due diligence fee.

e. Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except with the prior written consent of the Buyer.

f. Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under Section 3.4 of the Note.

g. Failure to Comply with the 1934 Act/Negative Designation Removal. So long as the Note is outstanding, the Company shall comply with the 1934 Act; the Company shall continue to be subject to the reporting requirements of the 1934 Act; and, if OTCMarkets.com designates the Company as “Caveat Emptor” or “Shell Risk” (collectively, “Negative Designation”), the Company shall immediately cause OTCMarkets.com to remove such designation. Any Negative Designation shall in any case be removed from OTCMarkets within five (5) days or such failure shall be an Event of Default pursuant to the Note.

h. Trading Activities. Neither the Buyer nor its affiliates has an open short position in the common stock of the Company and the Buyer agrees that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with respect to the common stock of the Company.

i. The Buyer is Not a “Dealer”. The Buyer and the Company hereby acknowledge and agree that the Buyer has not: (i) acted as an underwriter; (ii) acted as a market maker or specialist; (iii) acted as “de facto” market maker; or (iv) conducted any other professional market activities such as providing investment advice, extending credit and lending securities in connection; and thus that the Buyer is not a “Dealer” as such term is defined in the 1934 Act.

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5. Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount as such term is defined in the Note) signed by the successor transfer agent to Company and the Company. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to an exemption from registration, all such certificates shall bear the restrictive legend specified in Section 2(e) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail 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 Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and/or this Agreement. If the Buyer provides the Company and the Company’s transfer agent, at the cost of the Buyer, with an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

6. Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

a. The Buyer shall have executed this Agreement and delivered the same to the Company.

b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

c. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

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7. Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

a. The Company shall have executed this Agreement and delivered the same to the Buyer.

b. The Company shall have delivered to the Buyer the duly executed Note (in such denominations as the Buyer shall request) in accordance with Section 1(b) above.

c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.

d. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect to the Board of Directors’ resolutions relating to the transactions contemplated hereby.

e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

f. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

8. Governing Law; Miscellaneous.

a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Virginia or in the federal courts located in the state and city of Alexandria. The parties to this Agreement 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 Company and Buyer waive trial by jury. The Buyer shall be entitled to recover from the Company its reasonable attorney's fees and costs. In the event that any provision of this Agreement 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 Agreement, the Note or any related document or agreement 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 Agreement 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.

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b. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

d. Severability. In the event that any provision of this Agreement 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 provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

e. Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

f. 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, email 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 as set forth in the heading of this Agreement with a copy by fax only to (which copy shall not constitute notice) to Naidich Wurman LLP, 111 Great Neck Road, Suite 214, Great Neck, NY 11021, Attn: Allison Naidich, facsimile: 516-466-3555, e-mail: allison@nwlaw.com. Each party shall provide notice to the other party of any change in address.

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g. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

h. Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

i. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

j. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

k. Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer 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 Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

GZ6G Technologies Corp.
By:	/s/ William Coleman Smith
	William Coleman Smith
	Chief Executive Officer
1800 DIAGONAL LENDING LLC
By:	/s/ Curt Kramer
	Curt Kramer President

AGGREGATE SUBSCRIPTION AMOUNT:

Aggregate Principal Amount of Note:		$	63,750.00
Aggregate Purchase Price:		$	63,750.00

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EXHIBIT 10.5

ADDENDUM TO AGREEMENT DATED April 7th, 2022, BETWEEN ACORN MANAGEMENT PARTNERS AND GZ6G TECHNOLOGIES CORP.

CHANGE IN PAYMENT COMPENSATION FOR FIRST PERIOD (6 Months)

ACORN MANAGEMENT PARTNERS has granted GZ6G TECHNOLOGIES CORP a change in compensation terms for the FIRST PERIOD (6 Months). Under the NEW agreed upon terms, ACORN MANAGEMENT PARTNERS has agreed to forgo the monthly cash component in exchange for 383,000 shares of 144 Restricted Stock.

COMPENSATION AND PAYMENT OF EXPENSES FORGIVEN IN EXCHANGE FOR 383,000 SHARES OF RESTRICTED 144 COMMON SHARES.

ORIGINAL TERMS BELOW

In consideration of the Services, the Company agrees to pay to the Consultant the following fees:

	·	First Period (6 Months) (April 8, 2022 – October 8th, 2022)
		Cash: $11,500 per month Stock: $60,000 of Restricted Shares of the company, with the number of Restricted Shares of the company determined by dividing $60,000 by the closing price on the prior day to the execution of contract (issued and sent within 5 days of the execution and sent to the address in set forth below)
		Termination. The Agreement may be terminated at any time by either party for convenience, upon delivery of written notice to the other party. If the Agreement is terminated by the Company before the end of any period, then the Consultant shall be entitled to receive the entire compensation for the complete period. After such termination of the Agreement, Consultant shall not be entitled to any compensation for any periods that have not started following the date of termination.

(Signatures on next page)

GZ6G Technologies Corp. Correction Authorized:

/s/ William Coleman Smith
Signature
William Coleman Smith		CEO
Name		Title
Acorn Management Partners Authorized Signature:
/s/ Greg Lowe		President
Greg Lowe
7/6/2022

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