EXHIBIT 10.1

ANY SHARES ACQUIRED UPON CONVERSION OF THIS NOTE OR ANY PORTION THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “ACT”) OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL ACCETABLE TO COUNSEL FOR THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT THE PROPOSED TRANSFER MAY BE MADE WITHOUT VIOLATION OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAW.

No. PAYMEON 2016.10.22

$300,000

  October 22, 2015

PAYMEON, INC .
(a Nevada corporation)

7% CONVERTIBLE PROMISSORY NOTE
Due On or Before October 22, 2017

PAYMEON, INC., a Nevada corporation (the “Company”), for value received and intending to be legally bound, hereby promises to pay to the order of Mark Lechter and Scott Balson (“Holder”), the principal amount of Three Hundred Thousand  Dollars ($300,000.00) (the “Principal Amount”) on or before October 22, 2017 (the “Maturity Date”), together with interest thereon at the rate of 7% per annum (the “Interest”), as set forth herein (the “Note”).

1.

Convertible Note:   By accepting this Note, the Holder hereby acknowledges that this Note has not been registered under the Securities Act of 1933, as amended, or any state securities laws and Holder represents for himself and his legal representative that he is acquiring this Note and will acquire any shares issued upon conversion hereof, for his own account, for investment purposes only and not with a view to, or for sale in connection with, any distribution of such securities and Holder agrees to reaffirm, in writing, this investment representation at the time of exercise of the conversion right set forth herein.

2.

Principal and Interest Payment:   The Company shall pay (or cause to be paid) interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note at the rate of 7% per annum, accrued monthly and payable on the Maturity Date of September 20th, 2017, unless the Note is converted or prepaid prior to the Maturity Date, in which case all accrued interest through the conversion or prepayment date shall become payable.  

3.

Interest Rate Protection:  Should the Company issue any new or additional promissory notes that pay an interest rate that exceeds 7% per annum, then Holder shall be entitled to request an increase in the Interest rate payable on this Note to an amount equal to the rate being paid on the new or additional notes.  Any increase in the Interest rate shall be payable from the date of the increase forward and shall not be applied in arrears.

4.

Unsecured Obligation:   The obligations of the Company under this Note are unsecured.

5.

Conversion of Note:   This Note may be converted into shares of Common Stock of the Company (the “Common Stock”), at any time, at the option of the Holder as follows:

(a)

Conversion:   Subject to and upon compliance with the provision of this Section 5, at the option of the Holder, at any time on or before the Maturity Date the unpaid principal and interest balance of the Note may be converted in whole or in part, into fully-paid and non-assessable shares of Common Stock, par value $0.001 per share, of the Company (the “Shares”) at the conversion rate equal to $0.35 per share, except as otherwise adjusted below (the “Conversion Price”). The conversion date shall be the date that such Notice of Conversion is deemed delivered hereunder. Upon conversion of the entire principal balance, the principal represented thereby shall be canceled. Such conversion shall be effectuated by the Holder submitting to the Company a notice of conversion attached hereto as Exhibit “1” (the “Conversion Notice”). The Conversion Notice shall state the dollar amount thereof to be so converted and shall include or be accompanied by representations as to the Holder’s investment intent substantially similar to those contained in this Note. Shares issuable upon conversion of the Note shall be issued in the name of the Holder and shall be transferrable only in accordance with all of the terms and restrictions contained herein.

(b)

Fractional Shares:   No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.

(c)

Holder’s Conversion Limitations:   The Company shall not effect any conversion of this Note, and Holder shall not have the right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any persons acting as a group together with the Holder or any of the Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 5(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 5(c) applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of

a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 5(c), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of Holder, the Company shall within two trading days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 5(c). Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5(c) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note. For purposes of this Section “Affiliate” means any person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person, as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Act”).

(d)

Subdivision or Combination:   Whenever the Company shall subdivide or combine the outstanding shares of Common Stock issuable upon conversion of this Note, the Conversion Price in effect immediately prior to such subdivision or combination shall be proportionately decreased in the case of subdivision or increased in the case of combination effective at the time of such subdivision or combination.

(e)

Reclassification or Change:   Whenever any reclassification or change of the outstanding shares of Common Stock shall occur (other than a change in par value, or from par value to no par, or from no par to par value, or as a result of a subdivision or combination), effective provision shall be made whereby the Holder shall have the right, at any time thereafter, to receive upon conversion of the Note the kind of stock, other securities or property receivable upon such reclassification by a holder of the number of share of Common Stock issuable upon conversion of this Note immediately prior to such

reclassification. Thereafter, the rights of the parties hereto with respect to the adjustments of the amount of securities or other property obtainable upon conversion of this Note shall be appropriately continued and preserved, so as to afford as nearly as may be possible protection of the nature afforded by this subparagraph (e).

(f)

Merger:   If, prior to repayment of the obligations relevant hereto, or prior to conversion of this Note into equity in the Company, the Company shall be consolidated or merged with another company, or substantially all of its assets shall be sold to another company in exchange for stock wit the view to distributing such stock to its shareholders, each share of stock into which this Note is convertible shall be replaced for the purposes hereof by a pro rata amount of the securities or property issuable or distributable, based upon percentage of the Company’s common stock which a Holder would have owned had there been a conversion herein after consummation of such merger, consolidation or sale and adequate provision to that effect shall be made at the time thereof. The Company will provide the Holder at least thirty (30) days prior written notice of any event described in this subsection (f).

6.

Reservation of Common Shares:    The Company shall take or has taken all steps necessary to reserve a number of its authorized but unissued Common Stock sufficient for issuance upon conversion of this Note pursuant to the provisions included hereinabove.

7.

Securities Laws and Restrictions:   This Note and the Common shares issuable upon conversion have not been registered for sale under the Act, and neither this Note nor those shares nor any interest in this Note nor those shares may be sold, offered for sale, pledged or otherwise disposed of without compliance with applicable securities laws, including, without limitation, an effective registration statement relating thereto or delivery of an opinion of counsel acceptable to the Company that such registration is not required under the Act. Holder has reviewed the Company’s periodic and annual reports as filed with the Securities and Exchange Commission (the “SEC Reports”) and has based its investment decision solely on the information contained in the SEC Reports.  Holder represents and warrants that it is an “accredited investor” as defined under the Act.

8.

Prepayment of Note:  Beginning 190 days from the date of issuance of this Note, the Company may issue written notice to the Holder of the Company’s intent to prepay this Note in whole or in part.  The Company must provide said notice to the Holder sixty (60) days prior to the prepayment.  During the sixty day notice period the Holder may exercise of its right of conversion as set forth §5 above.  If the Holder does not exercise its right of conversion, then the Holder shall issue an estoppel letter to the Company indicating the exact amount due on this Note through the sixtieth day.  Upon payment by wire or certified funds, of the amount stated in the estoppel letter the Holder shall surrender the original Note to the Company.

9.

Events of Default:   If any of the following conditions or events (“Events of Default”) shall occur and shall be continuing:

(i)

if the Company shall default in the payment of principal and/or interest accruing herein when the same becomes due and payable, whether at maturity or by declaration of acceleration or otherwise, and shall fail to cure such default within fifteen days after written notice thereof from the Holder to the Company, if the Company fails to tender any payment due hereunder when

the same becomes due; and shall fail to cure such default within fifteen days after written notice thereof from the Holder to the Company; or

(ii)

if the Company shall materially default in the performance of or compliance with any material term contained herein and such default shall not have been remedied within fifteen days after written notice thereof from the Holder to the Company; or

(iii)

if the Company shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or a voluntary petition for reorganization under Title 11 of the Unites States Code (“Title 11”) shall be filed by the Company or an order shall be entered granting relief to the Company under Title 11 or a petition shall be filed by the Company in bankruptcy, or the Company shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statue, law or regulation, or shall file any answer admitting or not contesting the material allegations of a petition filed against the Company any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of the Company or of all or any substantial part of the properties of the Company or if the Company or its directors or majority shareholders shall take any action looking to the dissolution or liquidation of the Company; or

(iv)

if within 30 days after the commencement of an action against the Company seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statue, law or regulation, such action shall not have been dismissed or nullified or all orders or proceedings thereunder affecting the operations or the business of the Company stayed, or if the stay of any such order or proceeding shall thereafter be set aside, or if, within 30 days after the appointment without the consent or acquiescence of the Company of any trustee, receiver or liquidator of the Company or of all or any substantial part of the properties of the Company such appointment shall not have been vacated;

(v)

The default by the Company or HLM PayMeOn, Inc, on any obligations required under the terms of the Sublease of even date herewith, for the premises located at 2599 North Federal Highway, Fort Lauderdale, FL

then, and in any such event, the Holder may at any time (unless such Event of Default shall theretofore have been remedied) at its option, by written notice to the Company, declare the Note to be due and payable, whereupon the Note shall forthwith mature and become due and payable, together with interest accrued thereon, and thereafter interest shall be due, at the rate per annum hereinabove provided, on the entire principal balance until the same is fully paid, and on any overdue interest (but only to the extent permitted by law), without presentment, demand, protest or notice, all of which are hereby waived, subject however, to the other terms, including those relating to subordination, of this Note. No course of dealing and no delay on the part of Holder in exercising any right shall operate as a waiver thereof or otherwise prejudice such Holder’s rights, powers or

remedies. No right, power or remedy conferred by this Note upon Holder shall be exclusive of any other right, power or remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.  Upon the occurrence of any Events of Default, the entire outstanding balance of the note, along with all accrued interest shall bear interest at the highest rate allowed by law until paid in full.

10.

Notice:   All notices required or permitted to be given under this Note, including, without limitation, any Notice of Conversion, shall be in writing (delivered by hand or sent certified or registered mail, return receipt requested, or by nationally recognized overnight courier service) addressed to the respective party at the address indicated on the signature page of this Note. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the second business day following the date of mailing, if sent by nationally recognized overnight courier service or (ii) upon actual receipt by the party to whom such notice is required to be given.

11.

Governing Law and Jurisdiction:   The Note shall be governed by the laws of the State of Florida. This Note and all issues arising out of this Note will be governed by and construed solely and exclusively under and pursuant to the laws of the State of Florida. Each of the parties hereto expressly and irrevocably agrees that any legal suit, action or proceeding arising out of or relating to this Agreement will be instituted exclusively in Broward County, Florida.

12.

Severability:   If any provision, paragraph or subparagraph of this Note is adjudged by any court to be void or unenforceable in whole or in part, this adjudication shall not affect the validity of the remainder of the Note, including any other provision, paragraph or subparagraph. Each provision, paragraph or subparagraph of this Note is separable from every other provision, paragraph and subparagraph and constitutes a separate and distinct covenant.

13.

Amendment:   This Note may only be amended in writing, duly endorsed by the parties hereto.

14.

Heading:   The headings in this Note are solely for convenience of reference and shall not affect its interpretation.

Exhibit 1

CONVERSION NOTICE

TO:

PAYMEON, INC.

The Holder listed below hereby irrevocably exercises his/her/its right to convert ($__________) of this Note into __________________ shares of Common Stock of PAYMEON, INC. at the Conversion Price of ___________________ per share in accordance with the terms of this Note, and directs that the Common Stock issuable and deliverable upon such conversion be recorded on the books of PAYMEON, INC. in the name of, and delivered to, the Holder.

The Holder hereby acknowledges that the shares of Common Stock (i) have not been and will not be at the time of requisition by the undersigned registered under the Securities Act of 1933, as amended, or under any state securities laws, and hereby represents and warrants to the Company that he/she/it is acquiring the Common Stock for his/her/its own account, for investment, and not with a view to, or for sale in connection with, any distribution of such Common Stock; and (ii) are transferable on in accordance with all the terms and restrictions contained in the Note.

Dated: _________________, 20__

EXHIBIT 10.2

SUBLEASE

This sublease is entered into between PDQ AUCTIONS, LLC, a Florida limited liability whose business address is c/o Mark Lechter, 2100 NE 19th Avenue, Wilton Manners, FL 33305, Sublessor, and HLM PAYMEON, INC., a Florida corporation whose business address is 5961 NE 18th Terrace, Fort Lauderdale, Florida 33308Sublessee.  This sublease shall not be effective until it has been consented to in writing by landlord as defined in the Lease attached hereto (hereinafter the “Landlord”)

Section I

Demise and Use

Sublessor leases to Sublessee and Sublessee leases from Sublessor, the business premises described as 2599 North Federal Highway, Fort Lauderdale, FL 33305 (hereinafter the “Premises”).  This Sublease shall be governed by the terms of the attached lease (hereinafter the “Lease”), which is incorporated herein.  In the event of any conflict between the terms of the Lease and the terms of this Sublease, the Sublease shall control.

Section II

Quiet Enjoyment

If Sublessee performs the terms of this sublease, Sublessor warrants that Sublessee will have quiet enjoyment and peaceful possession of the space leased, and that it will defend Sublessee in such quiet enjoyment and peaceful possession during the term of this sublease without interruption by Sublessor or Landlord, or of any person rightfully claiming under either of them.

Section III

Sublessee To Pay Lease Rent

Sublessee shall  pay the rent recited in the Lease directly to Landlord, at the address provided for in the Lease, and shall provide Sublessor with copies of all payments as they are remitted to Landlord.  Sublessee shall further perform and observe the lessee's covenants and stipulations contained in the Lease.   

Section IV

Term of Sublease

The term of this sublease shall begin on October 22, 2015, and shall continue until the expiration of the Lease, including all renewal options, or default as provided herein below.   

Section V

Sublease Rent

Sublessee agrees to pay to Landlord, as rent for the Premises, the sum of $5,617.50, which includes applicable sales tax, each month on the first day of each month.  Rent for the month of October 2015 shall be paid by Sublessor to Landlord, and shall be prorated at closing of the transaction between Sublessor and Sublessee (hereinafter referred to as the “Closing”). Beginning with the rent due for the month of June 2020, and continuing through the end of the renewal option period, Sublessee shall pay a monthly rental amount, including applicable sales taxes of $5,899.00.  At the Closing, Sublessee shall, in addition to all other amounts, pay the sum of $5000 to Sublessor as a security deposit pursuant to paragraph 2.1 of the Lease, and pay to Sublessor the sum of $5,899.00 as last month’s rent.  As additional consideration for this Sublease, Sublessee’s parent company, PAYMEON, INC, a Nevada corporation, shall issue a convertible promissory note to Mark Lechter and Scott Balson which shall be delivered at the time of execution of this Sublease.

Section VI

Holdover

Any holdover at the expiration of this sublease with Sublessor's consent shall be on a month-to-month basis, which tenancy may then be terminated as provided by the laws of the State of Florida. During the holdover tenancy, Sublessee agrees to pay monthly to Landlord the same rate of rental as in effect at the time of the termination and agrees to be bound by the terms of this sublease insofar as they are applicable.

Section VII

Sublessee To Comply with Lease Terms; Indemnity to Lessor

Sublessee agrees to perform and observe the covenants, conditions, and terms of the Lease on the part of the tenant as defined in the Lease (hereinafter the “Tenant”) to be performed and observed, and to indemnify Sublessor against all claims, damages, and expenses arising out of nonperformance or nonobservance of such covenants, conditions, and terms.  Further, Sublessee hereby agrees to fully indemnify and hold Sublessor harmless for costs of compliance with, and any costs, fees, fines, or penalties in any way related to the American’s with Disabilities Act (ADA).

Section VIII

Services and Utilities

Sublessee shall pay all utilities and services incurred by it at the Premises for the term of this sublease, and on the day of Closing shall establish accounts in its name for all utilities, refuse collection, electric service, and phone and internet service.

Section IX

Use for Business Purposes

The Premises shall be used for general office use and retail sales, and shall be otherwise subject to the terms of Paragraph 7 of the Lease.  

Section X

No Waste, Nuisance, or Illegal Use

Sublessee shall not commit waste on the Premises, nor maintain, commit, or permit a nuisance on the Premises, or use the Premises for an unlawful purpose. Sublessee shall conform to all applicable laws and ordinances respecting the use and occupancy of the Premises here relating to matters not covered elsewhere in this sublease.

Section XI

Alterations, Additions, and Improvements

Sublessee shall not make alterations, additions, or improvements on the Premises without first obtaining the written consent of Sublessor. All alterations, additions, and improvements that shall be made shall be at Sublessee's expense, shall become Sublessor's property, and shall remain on and be surrendered with the Premises as a part of the Premises at the termination of this sublease without disturbance, molestation, or injury. Nothing contained in this paragraph shall prevent Sublessee from removing all office machines and equipment and trade fixtures customarily used in its business and which were transferred to Sublessee by Sublessor at Closing.

Section XII

Liens

Sublessee shall keep the leased premises free and clear of liens arising out of any work performed, materials furnished, or obligations incurred by Sublessee, including mechanics' liens.

Section XII

Signs

Sublessee covenants and agrees that no signs or symbols shall be placed in the windows or doors of the premises, or on any exterior part of the building without the Sublessor's prior written approval. Any sign or symbol placed on the exterior of the building or in the windows or doors of the building so as to be visible from the street, that is not in accordance with the Lease, shall be removed immediately on demand by Sublessor and if not so removed within 24 hours will constitute a breach of this sublease.

Section XIII

Access for Inspection and Repairs

Sublessee shall allow Landlord and his agents, free access at all reasonable times to the Premises for the purpose of inspecting or of making repairs, additions, or alterations to the Premises or any property owned by or under the control of lessor or Sublessor.

Section XIV

Repairs and Maintenance

Subject to the Landlord’s obligations under the Lease, Sublessee, unless specified to the contrary in this sublease, shall maintain the Premises subleased in good repair and tenantable condition during the continuance of this sublease.

Section XV

Public Liability Insurance

Sublessee agrees to carry liability insurance insuring  Sublessee, Sublessor, and Landlord against all claims for personal injury or property damage caused by conditions or activities on the Premises in amounts to be approved by Sublessor, and that the insurance policy shall be so written as to insure both the Sublessor and the Sublessee, and to provide for coverage of Landlord as additional insured as required by paragraph 25 of the Lease. However, the limit of the policy must be no less than the limits set forth under the initial Lease as of the date hereof.

Section XVI

Damage or Destruction by Fire, War, or Acts of God

In the event that the Premises are rendered untenantable in whole or in substantial part as result of destruction or damage by fire, acts of war, or acts of God this sublease shall be governed by the provisions of paragraph 10 of the Lease.  Sublessee shall be required to obtain and maintain the insurance policies required by paragraph 25 of the Lease, naming Sublessor and Landlord as additional insured.  In addition to all other requirements of the Lease, Sublessee shall be required to obtain and maintain business interruption insurance in an amount sufficient to pay the rent due hereunder, and to pay Sublessee’s obligation to Sublessor’s principals and the related entity’s principals.

Section XVII

Waiver of One Breach Not Waiver of Others

Waiver of one breach of a term, condition, or covenant of this sublease by either party to this sublease shall be limited to the particular instance and shall not be construed as a waiver of past or future breaches of this sublease or other terms, conditions, or covenants.

Section XVIII

Default by Sublessee

If Sublessee fails and neglects to fully perform any of the covenants contained herein, or contained in the Lease, then it shall be in default.  Sublessee specifically agrees that its default, as defined herein, shall also constitute a default of the promissory note and require immediate payment in full of the outstanding balance and all accrued interest.  However, the foregoing shall not be applicable if, at the time of the event of default as defined herein, the promissory note had already been converted to stock.  In addition to the foregoing, the provisions of paragraph 12 of the Lease shall be incorporated herein with the exception that Sublessee must cure any default within five (5) calendar days of receiving notice from Sublessor.

Section XIX

Default by Sublessor

If Sublessor defaults under the Lease and/or gives the Landlord the right to terminate the Lease, the parties agree to provide Sublessee with a 30 day period materially satisfy the terms and conditions of the Lease and the parties shall assign the Lease from Sublessor to Sublessee without additional consideration.  

Section XX

Termination

If Sublessee abandons or vacates the leased premises or is dispossessed for cause by Sublessor before the termination of this sublease, or any renewal of this sublease, Sublessor may, on giving five (5) days' written notice to Sublessee, declare this lease forfeited and may then make reasonable efforts to relet the premises. Sublessee shall be liable to Sublessor for all damages suffered by reason of such forfeiture. Such damages shall include, but shall not be limited to, the following: (1) all actual damages suffered by Sublessor until the property is relet, including reasonable expenses incurred in attempting to relet; (2) the difference between the rent received when the property is relet and the rent reserved under this lease.

Until the premises have been relet, Sublessee agrees to pay to Sublessor, on the same days as the rental payments are due under this lease, the actual damages suffered by Sublessor since the last payment, either rent or damages, was made. After the premises have been relet, Sublessee agrees to pay to Sublessor, on the last day of each rental period, the difference between the rent received for the period from reletting and the rent reserved under this lease for that period.

Sublessee may terminate this sublease upon one hundred eighty (180) days written notice to Sublessor.  However, exercising this option shall also cause the promissory note to become due and payable no later than thirty (30) days from the date that notice is given pursuant to this paragraph.

This sublease will terminate naturally upon termination of the Lease.  

Section XIX

Applicable Law

Florida law shall be used in interpreting this lease and in determining the rights of the parties under it.

Section XXII

Surrender of Premises and Keys at Termination

Sublessee agrees that at the expiration of this sublease, it will quit and surrender the subleased premises without notice, and will deliver to Sublessor all keys belonging to the premises.

Section XXIII

Disposition of Fixtures and Personal

Property at Termination of Lease

All alterations, additions, and improvements made by Sublessee in accordance with Section XI of this sublease, affixed to the Premises, shall become Sublessor's property as provided in that section, and shall be surrendered with the Premises as a part of the Premises as provided in that section. Provided that Sublessee has satisfied its obligations under the promissory note, Sublessee may remove all personal property, trade fixtures, and office equipment, whether attached to the Premises or not, provided that it may be removed without serious damage to the Premises. Otherwise, in the event of default under the promissory note, Sublessor shall have a lien against all inventory, personal property, trade fixtures, and office equipment of Sublessee until the obligations contained in the promissory note and this Sublease have been fully satisfied.

Section XXIV

Notices

Except where otherwise required by statute, all notices given pursuant to the provisions of this sublease shall be in writing, addressed to the party to whom the notice is given, and sent by registered or certified mail as follows:  

If to Sublessee:

HLM PayMeOn, Inc.

5961 NE 18th Terrace

Fort Lauderdale, Florida 33308

Attention:  Edward Cespedes, President and CEO

If to Sublessor:

PDQ Auctions, LLC

c/o Mark Lechter

2100 NE 19th Ave.

Wilton Manors, FL 33305

Section XXV

Binding Effect on Heirs, Successors, and Assigns

The terms, conditions, and covenants of this sublease shall inure to and be binding on the heirs, successors, administrators, executors, and assigns of the parties to this sublease, except as otherwise provided in the sublease.

Section XXVI

No Assignment or Second Sublease Without Consent

Sublessee shall not sell or assign this sublease or any part of this lease, or any interest in it, or re-sublet the subleased premises in whole or in part without first obtaining the written consent of Sublessor and Landlord. This sublease shall not be assigned by operation of law. If Sublessor and lessor once give consent to assignment of this sublease or of any interest in it, they shall not be barred from afterwards refusing to consent to any further assignment. Any attempt to sell, assign, or re-sublease without written consent of Sublessor and lessor shall be deemed sufficient grounds for dispossession and shall entitle Sublessor to proceed pursuant to the default provisions of this lease if it so elects.

Executed on October 22, 2015

SUBLESSOR:

PDQ Auctions, LLC, a Florida limited liability company  

SUBLESSEE

HLM PAYMEON, INC., a Florida corporation

LANDLORD