EXHIBIT 10.1

AMENDMENT NO. 1

TO

SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT IN THE AMOUNT OF US$10,000,000

BY AND AMONG

ARTEC GLOBAL MEDIA, INC.,
as Borrower,

AND

TCA GLOBAL CREDIT MASTER FUND, LP,
as Lender

November 18, 2016

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AMENDMENT NO. 1 TO

SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT

THIS AMENDMENT NO. 1 TO SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT (this “ Amendment ”) is dated and effective as of November 18, 2016 (the “ Effective Date ”), by and among (i) ARTEC GLOBAL MEDIA, INC. , a corporation incorporated under the laws of the State of Nevada (the “ Borrower ”), (ii) any Person to hereafter become a Subsidiary of the Borrower pursuant to Section 10.18 of the Credit Agreement, and any Person that from time to time may hereafter become liable for the Obligations, or any part thereof, as joint and several guarantors (together, jointly and severally, the “ Guarantors ” and together with the Borrower, the “ Credit Parties ”) and (iii) TCA GLOBAL CREDIT MASTER FUND, LP , a limited partnership organized and existing under the laws of the Cayman Islands, as lender (the “ Lender ”).

W I T N E S S E T H

WHEREAS, the Borrower and Lender have entered into that certain Senior Secured Revolving Credit Facility Agreement, dated as of May 31, 2015 and made effective as of December 24, 2015 (the “ Credit Agreement ”), pursuant to which the Lender agreed to make available to the Borrower a secured revolving loan in the amount of up to Ten Million United States Dollars (US$10,000,000), subject to the terms and conditions therein contained, and of this amount, the Lender made an initial principal advance of Nine Hundred Thousand and No/100 United States Dollars (US$900,000) to the Borrower (the “ Initial Advance ”);

WHEREAS, as of the date hereof, a total aggregate principal amount of Seven Hundred Fifty Thousand and No/100 United States Dollars (US$750,000) of the Initial Advance (the “ Escrowed Amount ”) is being held in reserve by Lender until such time as Lender shall release, in Lender’s sole and absolute discretion;

WHEREAS, in connection with this Amendment, the Borrower has requested and the Lender has agreed to release Four Hundred Fifty Thousand and No/100 United States Dollars (US$450,000) of the Escrowed Amount (the “ Escrow Release Amount ”) to the Borrower for working capital financing for Borrower and a potential acquisition;

WHEREAS, the parties to this Amendment desire to amend the Credit Agreement (as amended hereby, the “ Amended Credit Agreement ”), as set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above, the covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms . Unless otherwise defined herein, the capitalized terms used herein shall have the meanings assigned to such terms in the Credit Agreement.

2. Release of Escrowed Amount . In consideration of the promises, terms, conditions, waivers, and additional fees herein contained, the Lender hereby agrees to release the Escrow Release Amount to the Borrower on the Effective Date.

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3. Amendment of the Credit Agreement . Subject to the terms and conditions of this Amendment, the Credit Agreement is hereby amended and supplemented as follows:

(a) all references to the “Senior Secured Revolving Credit Facility Agreement” or the “Agreement” contained in the Credit Agreement shall be deemed to refer to the Credit Agreement as further amended hereby;

4. Renewal of Revolving Loan . By its execution hereof, the Borrower hereby provides written notice to Lender of Borrower’s election to renew the Revolving Loan Commitment and extend the Revolving Loan Maturity Date until October 18, 2017 (subject to the terms and conditions of the Amended Credit Agreement) and, by its execution hereof, the Lender hereby consents and agrees to such renewal and extension.

5. Representations and Warranties of the Credit Parties . The Credit Parties represent and warrant to the Lender that immediately after giving effect to this Amendment, the representations and warranties of the Credit Parties as set forth in the Credit Agreement, as amended hereby, are true and correct in all material respects and no default or Event of Default (other than the Excluded Events of Default (as defined below)) shall have occurred and be continuing. To the extent pertaining to the representations and warranties made as of the Effective Date of this Amendment, Schedules 7.1, 7.4(a), 7.4(b), 7.28 and 7.29 to the Credit Agreement are hereby amended and replaced with the versions attached hereto, which are updated as of the Effective Date. Regarding the representations and warranties set forth in Section 7.11 of the Credit Agreement, the parties acknowledge the exception that the Borrower has not timely filed its quarterly report on Form 10-Q for the quarterly period ended July 31, 2016 (the “ Form 10-Q ”). The Borrower agrees that it will file the Form 10-Q within forty five (45) days after the Effective Date of this Amendment. As used herein, “ Excluded Event of Default ” means any default or Event of Default that occurred prior to the Effective Date of this Amendment. Lender hereby acknowledges and agrees that it has waived the Excluded Events of Default and that none of the Excluded Events of Default shall be the basis, in whole or in part, for any future default or Event of Default.

6. Security Interest Confirmation . The Credit Parties each hereby represent, warrant and covenant that (i) the Lender’s security interests in all of the “Collateral” (as such term is defined in each Security Agreement executed by each of the Credit Parties in connection with the Credit Agreement) are and remain valid, perfected, security interests in such Collateral, (ii) the additional principal amount advanced by the Lender in connection with this Amendment and any and all additional obligations incurred by the Credit Parties in connection therewith constitute Obligations (as defined in the Credit Agreement) and such additional principal amount and additional obligations are each secured by Lender’s security interests in all of the Collateral, and (iii) the Credit Parties have not granted any other encumbrances or security interests of any nature or kind in favor of any other Person affecting any of such Collateral, other than Permitted Liens.

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7. Ratification . The Credit Parties hereby acknowledge, represent, warrant and confirm to Lender that: (i) each of the Loan Documents executed by the Credit Parties are valid and binding obligations of the Credit Parties, enforceable thereagainst in accordance with their respective terms; (ii) all obligations of the Credit Parties under all the Loan Documents are, shall be and continue to be secured by and under the Security Agreements, the Guaranty Agreements, the UCC Financing Statements, and all other Loan Documents; (iii) there are no defenses, setoffs, counterclaims, cross-actions or equities in favor of the Credit Parties to or against the enforcement of any of the Loan Documents, and to the extent the Credit Parties have any defenses, setoffs, counterclaims, cross-actions or equities against the Lender and/or against the enforceability of any of the Loan Documents, the Credit Parties acknowledge and agree that same are hereby fully and unconditionally waived by the Credit Parties; and (iv) no oral representations, statements, or inducements have been made by Lender or any agents or representatives of the Lender with respect to any of the Loan Documents.

8. No Defaults . Each Credit Party hereby represents and warrants that as of the date hereof there exists no Event of Default (other than any Excluded Events of Default) or any condition which, with the giving of notice or passage of time, or both, would constitute an Event of Default. The Lender hereby acknowledges and agrees that, to its knowledge, as of the date hereof there exists no Event of Default.

9. Covenants . Each Credit Party hereby reaffirms that it has duly performed and observed the covenants and undertakings set forth in the Credit Agreement and each Loan Document, and covenants and undertakes to continue to duly perform and observe such covenants and undertakings, as amended hereby, so long as the Credit Agreement, as amended hereby, shall remain in effect.

10. No Other Amendment . All other terms and conditions of the Credit Agreement shall remain in full force and effect and the Credit Agreement shall be read and construed as if the terms of this Amendment were included therein by way of addition or substitution, as the case may be.

11. Second Tranche Advisory Fee . In consideration of the promises, terms, conditions, waivers and advisory services provided by the Lender herein contained, which such promises, terms, conditions, waivers and advisory services the Borrower hereby acknowledges and agrees that the Lender has fully rendered to its satisfaction, the Borrower shall pay to Lender an additional fee for advisory services in the amount of Two Hundred Thousand and No/100 United States Dollars (US$200,000.00) (the “ Second Tranche Advisory Fee ” ) by issuing to Lender three (3) Fee Notes, the form of which is attached hereto as Exhibit “A” , each in the amount of Sixty-Six Thousand Six Hundred Sixty-Six and 66/100 United States Dollars (US$66,666.66). The Fee Notes shall be issued on the Effective Date and shall bear maturity dates of six (6), nine (9) and twelve (12) months respectively. The principal amount of the Fee Notes outstanding from time to time shall bear zero (0) interest, provided that no default or Event of Default has occurred or is continuing. Any amount of principal on the Fee Notes which is not paid when due, whether at stated maturity, by acceleration or otherwise, shall at Lender’s option bear interest payable on demand at the Default Rate.

12. Fees and Expenses . The Borrower agrees to pay to the Lender, upon the execution hereof, (i) a legal fee equal to Seven Thousand Five Hundred United States Dollars (US$7,500), (ii) a due diligence fee equal to Two Thousand Five Hundred United States Dollars (US2,500), and all costs and expenses of the Lender and Lender's counsel in connection with the preparation and execution of this Amendment and the Fee Notes and the review of all other documentation in connection herewith and therewith, which such amount shall be offset against the Escrow Release Amount and paid on the Effective Date.

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13. Conditions Precedent . The effectiveness of this Amendment and the obligation that the Lender to advance the additional principal amounts provided herein shall be expressly subject to the following conditions precedent:

(a) Amendment . Each Credit Party shall have executed and delivered to the Lender two original copies of this Amendment;

(b) Fee Notes . An original of each of the three (3) Fee Notes duly executed by Borrower, in the form attached hereto as Exhibit A ;

(c) Corporate Documents . The Lender shall have received such evidence as it may require as to the authority of the officers or attorneys-in-fact executing this Amendment and any and all other related documents and such other corporate documents it may request, including, but not limited to, approval of the board of directors, as applicable, of each of the Credit Parties, resolutions of the shareholders or members, as applicable, of each Credit Party, an officer’s certificate of each Credit Party, each in form and substance satisfactory to the Lender in its sole discretion;

(d) Search Results . The Lender shall have received copies of UCC search reports, issued by the Secretary of State of the state of organization of each Credit Party, dated such a date as is reasonably acceptable to Lender, listing all effective financing statements which name the Credit Parties, under their present name and any previous names, as debtors, together with copies of such financing statements;

(e) Certificate of Good Standing . The Lender shall have received copies of certificates of good standing with respect to each Credit Party, issued by the Secretary of State of the state of organization of each Credit, dated such a date as is reasonably acceptable to Lender, evidencing the good standing thereof;

(f) Fees Paid . The Lender or its counsel shall have received payment in full of all fees and expenses due under this Amendment; and

(g) No Event of Default; Representations and Warranties . The Lender shall be satisfied, and shall have received a certificate signed by a duly authorized officer of each Credit Party, dated such a date as is reasonably acceptable to Lender, that (i) no Event of Default or event which, with the passage of time, giving of notice or both would become an Event of Default (other than the Excluded Events of Default) have occurred and be continuing; and (ii) the representations and warranties of the Borrower contained in the Credit Agreement, as amended and supplemented hereby, shall be true on and as of the Effective Date (except to the extent such representation or warranty expressly relates to an earlier date).

 

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14. Initial Advance . The Borrower and Lender entered into that certain Securities Purchase Agreement, dated as of May 31, 2015 and effective as of December 24, 2015 (the “ Purchase Agreement ”), pursuant to which the Borrower issued to the Lender and the Lender purchased from the Borrower a senior secured, convertible, redeemable debenture in the principal amount of One Hundred Thousand and No/100 United States Dollars ($100,000) (the “ Debenture ”). Upon the execution of this Agreement, the parties agree and acknowledge that any and all obligations and indebtedness under the Purchase Agreement and the Debenture shall be consolidated with the Obligations under the Amended Credit Agreement and evidenced by that certain Senior Secured Revolving Convertible Note, dated May 31, 2015 but effective as of December 24, 2015, issued by the Buyer in favor of the Lender in the amount of Nine Hundred Thousand and No/100 United States Dollars ($900,000) (the “Note”) and that the Note shall be a substitute of one evidence of debt without any intent to extinguish the indebtedness or obligations evidenced by the Purchase Agreement or Debenture. The Borrower acknowledges and agrees that immediately following the execution of this Amendment, the total amount outstanding and owing under the Note by the Borrower, including the amounts which have been consolidated from the Purchase Agreement and Debenture, is Seven Hundred Thousand and No/100 United States Dollars ($700,000) plus interest and fees. In addition, following the execution of this Amendment, the terms and conditions of the Purchase Agreement and Debenture shall no longer be in effect. Furthermore, that certain Committed Equity Facility Agreement, dated as of May 31, 2015 and effective as of December 24, 2015, by and between the Borrower and Lender, and that certain Registration Rights Agreement, dated as of May 31, 2015 and effective as of December 24, 2015, executed by the Borrower and Lender in connection therewith, shall no longer be in effect.

15. Execution in Counterparts . This Amendment may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same Amendment, and same shall become effective when counterparts have been signed by each party and each party has delivered its signed counterpart to the other party. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format file or other similar format file, such signature shall be deemed an original for all purposes and shall create a valid and binding obligation of the party executing same with the same force and effect as if such facsimile or “.pdf” signature page was an original thereof.

16. Authority and Approval of Agreement; Binding Effect . The execution and delivery by the Credit Parties of this Amendment, and the documents executed and delivered in connection herewith, and the performance by Credit Parties of all of its obligations hereunder and thereunder, have been duly and validly authorized and approved by the Credit Parties and their boards of directors, as applicable, pursuant to all applicable laws, and other than the corporate action or resolutions delivered by the Credit Parties in connection with this Amendment, no other corporate action or consent on the part of the Credit Parties, its board of directors, stockholders or any other Person is necessary or required by the Credit Parties to execute this Amendment, and the documents executed and delivered in connection herewith and therewith, to consummate the transactions contemplated herein and therein, or perform all of the Credit Parties’ obligations hereunder and thereunder. This Amendment, and each of the documents executed and delivered in connection herewith and therewith, have been duly and validly executed by the Credit Parties (and the officer executing this Amendment and all such other documents is duly authorized to act and execute same on behalf of the Credit Parties) and constitute the valid and legally binding agreements of the Credit Parties, enforceable against the Credit Parties in accordance with their respective terms.

17. Indemnification . The Credit Parties hereby agree to indemnify and hold the Lender harmless from and against any and all claims payable by the Lender to any Person, including reasonable attorneys' and paralegals' fees and expenses, court costs, settlement amounts, costs of investigation and interest thereon from the time such amounts are due at the highest non-usurious rate of interest permitted by applicable law, through all negotiations, mediations, arbitrations, trial and appellate levels, as a result of, or arising out of, or relating to any matters relating to this Amendment, or any of the Loan Documents except to the extent arising from or related to the gross negligence or willful misconduct of the Lender. The foregoing indemnification obligations shall survive the termination of any of the Loan Documents and repayment of the Revolving Note.

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18. Release . As a material inducement for Lender to enter into this Amendment, the Credit Parties do hereby release, waive, discharge, covenants not to sue, acquits, satisfies and forever discharges the Lender and its respective successors and assigns, from any and all claims whatsoever in law or in equity which the Credit Parties ever had, now has, or which any successor or assign of the Credit Parties hereafter can, shall or may have against the Lender, for, upon or by reason of any matter, cause or thing whatsoever related to the this Amendment or any other Loan Documents, through the date hereof. The Credit Parties further expressly agree that the foregoing release and waiver is intended to be as broad and inclusive as permitted by the laws of the jurisdiction governing the Loan Documents. In addition to, and without limiting the generality of foregoing, the Credit Parties further covenant with and warrant unto the Lender, that there exist no claims, counterclaims, defenses, objections, offsets or other claims against the Lender, or the obligation of the Credit Parties to comply with the terms and provisions of the Loan Documents. The foregoing release shall survive the termination of any of the Loan Documents and repayment of the Revolving Note.

19. Lender’s Conduct . As of the date of this Amendment, the Credit Parties hereby acknowledge and admit that: (i) the Lender has acted in good faith and has fulfilled and fully performed all of its obligations under or in connection with any of the Loan Documents; and (ii) that there are no other promises, obligations, understandings or agreements with respect to the Loan Documents, except as expressly set forth herein and the other Loan Documents.

20. GOVERNING LAW . EXCEPT IN THE CASE OF THE MANDATORY FORUM SELECTION CLAUSE SET FORTH HEREIN, THIS AMENDMENT, THE CREDIT AGREEMENT, AS AMENDED HEREBY, THE LOAN DOCUMENTS AND THE REVOLVING NOTE SHALL BE SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.

21. MANDATORY FORUM SELECTION . ANY DISPUTE ARISING UNDER, RELATING TO, OR IN CONNECTION WITH THE AMENDMENT OR RELATED TO ANY MATTER WHICH IS THE SUBJECT OF OR INCIDENTAL TO THE AMENDMENT (WHETHER OR NOT SUCH CLAIM IS BASED UPON BREACH OF CONTRACT OR TORT) SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED IN BROWARD COUNTY, FLORIDA OR THE STATE AND/OR FEDERAL COURTS LOCATED IN CLARK COUNTY, NEVADA (AS DETERMINED BY LENDER). THIS PROVISION IS INTENDED TO BE A “MANDATORY” FORUM SELECTION CLAUSE AND GOVERNED BY AND INTERPRETED CONSISTENT WITH FLORIDA LAW OR NEVADA LAW, AS APPLICABLE.

22. Amendment Effective Date . All references in any Loan Document to the Credit Agreement on and after the date hereof shall be deemed to refer to the Credit Agreement as amended hereby, and the parties hereto agree that on and after the Effective Date, the Credit Agreement, as amended hereby, is in full force and effect.

[signatures pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.

BORROWER :

ARTEC GLOBAL MEDIA, INC.
By	/s/ Caleb W. Wickman
Name:	Caleb W. Wickman
Title:	President

The undersigned, a Notary Public in and for the said County, in the State aforesaid, DOES HEREBY CERTIFY that Caleb W. Wickman, President of Artec Global Media, Inc., a Nevada corporation, who is personally known to me to be the same person whose name is subscribed to the foregoing, appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument as his/her own free and voluntary act and as the free and voluntary act of said corporation, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this _____ day of ________________, 20____.

	Notary Public
	My Commission Expires:

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LENDER :
TCA GLOBAL CREDIT MASTER FUND, LP
By:	TCA Global Credit Fund GP, Ltd.
Its:	General Partner
By:	/s/ Robert Press
Name:	Robert Press
Title:	Director

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EXHIBIT A

FORM OF FEE NOTE

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Schedule 7.1

Subsidiaries

None

11

Schedule 7.4

Capitalization

(a)

Number of Common Stock authorized: 10,000,000,000

Number of Common Stock outstanding: 768,341,984 (as of November 4, 2016)

Number of Series A Convertible Preferred Stock authorized: 100,000

Number of Series A Convertible Preferred Stock outstanding: 900

Number of remaining “Blank Check” Preferred Stock authorized: 9,900,000

Number of remaining “Blank Check” Preferred Stock outstanding: 0

(b)

(i)

Secured Convertible Promissory Note (in the original principal amount of $225,000), dated January 7, 2015, issued by Artec Global Media, Inc. (“ Artec ”) to Typenex Co-Investment, LLC (“ Typenex ”), provides Typenex with certain rights to convert the outstanding balance of this Secured Convertible Promissory Note into Common Stock of Artec

Warrant #1 to Purchase Shares of Common Stock, issued by Artec to Typenex on January 7, 2015, provides Typenex with certain rights to purchase Common Stock of Artec

Warrant #2 to Purchase Shares of Common Stock, issued by Artec to Typenex on January 7, 2015, provides Typenex with certain rights to purchase Common Stock of Artec

Warrant #3 to Purchase Shares of Common Stock, issued by Artec to Typenex on January 7, 2015, provides Typenex with certain rights to purchase Common Stock of Artec

Warrant #4 to Purchase Shares of Common Stock, issued by Artec to Typenex on January 7, 2015, provides Typenex with certain rights to purchase Common Stock of Artec

Warrant #5 to Purchase Shares of Common Stock, issued by Artec to Typenex on January 7, 2015, provides Typenex with certain rights to purchase Common Stock of Artec

Warrant #6 to Purchase Shares of Common Stock, issued by Artec to Typenex on January 7, 2015, provides Typenex with certain rights to purchase Common Stock of Artec

Convertible Note (in the original principal amount of $250,000), dated December 4, 2014, issued by Artec to Vista Capital Investments, LLC (“ Vista ”), provides Vista with certain rights to convert the outstanding balance of this Convertible Note into Common Stock of Artec

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Convertible Redeemable Note (in the original principal amount of $55,125), dated October 30, 2014, issued by Artec to LG Capital Funding, LLC (“ LG ”), provides LG with certain rights to convert the outstanding balance of this Convertible Redeemable Note into Common Stock of Artec

Convertible Redeemable Note (in the original principal amount of $55,125), dated January 30, 2015, issued by Artec to LG, provides LG with certain rights to convert the outstanding balance of this Convertible Redeemable Note into Common Stock of Artec

Convertible Redeemable Note (in the original principal amount of $78,750), dated April 3, 2016, issued by Artec to LG, provides LG with certain rights to convert the outstanding balance of this Convertible Redeemable Note into Common Stock of Artec

Convertible Redeemable Note (in the original principal amount of $78,750), dated July 7, 2016, issued by Artec to LG, provides LG with certain rights to convert the outstanding balance of this Convertible Redeemable Note into Common Stock of Artec

Convertible Note (which has an outstanding principal amount of $10,274 as of October 31, 2016), dated April 28, 2015, issued by Artec to JMJ Financial (“ JMJ ”), provides JMJ with certain rights to convert the outstanding balance of this Convertible Note into Common Stock of Artec

Convertible Promissory Note (in the original principal amount of $69,000), dated June 8, 2015, issued by Artec to Vis Vires Group, Inc. (“ Vis Vires ”), provides Vis Vires with certain rights to convert the outstanding balance of this Convertible Promissory Note into Common Stock of Artec

Convertible Promissory Note (in the original principal amount of $100,000), dated February 5, 2016, issued by Artec to Search4.com, Inc., provides Search4.com, Inc. with certain rights to convert the outstanding balance of this Convertible Promissory Note into Common Stock of Artec

Convertible Redeemable Note (in the original principal amount of $37,500), dated March 4, 2016, issued by Artec to T McNeil Advisors, LLC (“ TMA ”), provides TMA with certain rights to convert the outstanding balance of this Convertible Redeemable Note into Common Stock of Artec

Convertible Redeemable Note (in the original principal amount of $52,500), dated September 14, 2016, issued by Artec to TMA, provides TMA with certain rights to convert the outstanding balance of this Convertible Redeemable Note into Common Stock of Artec

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Convertible Promissory Note (in the original principal amount of $25,000), dated April 29, 2016, issued by Artec to Timothy Honeycutt, provides Timothy Honeycutt with certain rights to convert the outstanding balance of this Convertible Promissory Note into Common Stock of Artec

Convertible Note (in the original principal amount of $35,000), dated May 3, 2016, issued by Artec to Cerberus Finance Group Ltd. (“ Cerberus ”), provides Cerberus with certain rights to convert the outstanding balance of this Convertible Note into Common Stock of Artec

Convertible Promissory Note (in the original principal amount of $5,000), dated June 20, 2016, issued by Artec to James Welsh, provides James Welsh with certain rights to convert the outstanding balance of this Convertible Promissory Note into Common Stock of Artec

Convertible Note (in the original principal amount of $75,000), dated July 1, 2016, issued by Artec to Silo Marketing and Funding, LLC (“ Silo ”), provides Silo with certain rights to convert the outstanding balance of this Convertible Note into Common Stock of Artec

(ii)

Secured Convertible Promissory Note (in the original principal amount of $225,000), dated January 7, 2015, issued by Artec to Typenex

Convertible Note (in the original principal amount of $250,000), dated December 4, 2014, issued by Artec to Vista

Convertible Redeemable Note (in the original principal amount of $55,125), dated October 30, 2014, issued by Artec to LG

Convertible Redeemable Note (in the original principal amount of $55,125), dated January 30, 2015, issued by Artec to LG

Convertible Redeemable Note (in the original principal amount of $78,750), dated April 3, 2016, issued by Artec to LG

Convertible Redeemable Note (in the original principal amount of $78,750), dated July 7, 2016, issued by Artec to LG

Convertible Note (which has an outstanding principal amount of $10,274 as of October 31, 2016), dated April 28, 2015, issued by Artec to JMJ

Convertible Promissory Note (in the original principal amount of $69,000), dated June 8, 2015, issued by Artec to Vis Vires

Convertible Promissory Note (in the original principal amount of $100,000), dated February 5, 2016, issued by Artec to Search4.com, Inc.

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Convertible Redeemable Note (in the original principal amount of $37,500), dated March 4, 2016, issued by Artec to TMA

Convertible Redeemable Note (in the original principal amount of $52,500), dated September 14, 2016, issued by Artec to TMA

Convertible Promissory Note (in the original principal amount of $25,000), dated April 29, 2016, issued by Artec to Timothy Honeycutt

Convertible Note (in the original principal amount of $35,000), dated May 3, 2016, issued by Artec to Cerberus

Convertible Promissory Note (in the original principal amount of $5,000), dated June 20, 2016, issued by Artec to James Welsh

Convertible Note (in the original principal amount of $75,000), dated July 1, 2016, issued by Artec to Silo

(iv)

Each of the following notes contains a piggyback registration rights provision that applies with respect to the shares issuable upon conversion of such note:

Convertible Note (in the original principal amount of $250,000), dated December 4, 2014, issued by Artec to Vista

Convertible Note (which has an outstanding principal amount of $10,274 as of October 31, 2016), dated April 28, 2015, issued by Artec to JMJ

Each of the following agreements contain a provision requiring Artec to promptly secure the listing of the shares issuable upon conversion of the related note(s) upon each national securities exchange or automated quotation system, if any, upon which shares of common stock of Artec are then listed:

Securities Purchase Agreement, dated as of October 30, 2014, between Artec and LG

Securities Purchase Agreement, dated as of June 8, 2015, between Artec and Vis Vires

(vi)

The following instruments contain anti-dilution or similar provisions that may be triggered by the consummation of transactions contemplated by this Agreement or related agreements:

Secured Convertible Promissory Note (in the original principal amount of $225,000), dated January 7, 2015, issued by Artec to Typenex

Warrant #1 to Purchase Shares of Common Stock, issued by Artec to Typenex on January 7, 2015

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Warrant #2 to Purchase Shares of Common Stock, issued by Artec to Typenex on January 7, 2015

Warrant #3 to Purchase Shares of Common Stock, issued by Artec to Typenex on January 7, 2015

Warrant #4 to Purchase Shares of Common Stock, issued by Artec to Typenex on January 7, 2015

Warrant #5 to Purchase Shares of Common Stock, issued by Artec to Typenex on January 7, 2015

Warrant #6 to Purchase Shares of Common Stock, issued by Artec to Typenex on January 7, 2015

Convertible Note (in the original principal amount of $250,000), dated December 4, 2014, issued by Artec to Vista

Convertible Promissory Note (in the original principal amount of $69,000), dated June 8, 2015, issued by Artec to Vis Vires

(vii)

The following instruments contain redemption provisions:

Convertible Redeemable Note (in the original principal amount of $55,125), dated October 30, 2014, issued by Artec to LG

Convertible Redeemable Note (in the original principal amount of $55,125), dated January 30, 2015, issued by Artec to LG

Convertible Redeemable Note (in the original principal amount of $78,750), dated April 3, 2016, issued by Artec to LG

Convertible Redeemable Note (in the original principal amount of $78,750), dated July 7, 2016, issued by Artec to LG

Convertible Redeemable Note (in the original principal amount of $37,500), dated March 4, 2016, issued by Artec to TMA

Convertible Redeemable Note (in the original principal amount of $52,500), dated September 14, 2016, issued by Artec to TMA

In addition, each note referenced in this schedule contains provisions that provide for acceleration upon an event of default.

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Schedule 7.28

Bank Accounts and Deposit Accounts

Artec Global Media, Inc.

Name of Bank : Bank of America

Name of Account : Artec Global Media, Inc.

Routing Number : 026009593

Account Number : 3250 3552 3596

Authorized Signatories : A. Stone Douglass and Caleb W. Wickman

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Schedule 7.29

Places of Business

Artec Global Media, Inc.

249 South Highway 101, #324
Solana Beach, CA 92075

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EXHIBIT 10.2

NEITHER THIS NOTE NOR THE SECURITIES THAT ARE ISSUABLE TO THE LENDER UPON CONVERSION HEREOF (COLLECTIVELY, THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR ( B) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT; OR (Il) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.

BY ACCEPTING THIS OBLIGATION, THE LENDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE AND REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITES STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).

CONVERTIBLE PROMISSORY NOTE

Issuance Date: November 18, 2016

US$66,666.66

Effective Date: November 18, 2016

FOR VALUE RECEIVED, ARTEC GLOBAL MEDIA, INC. , a corporation incorporated under the laws of the State of Nevada, whose address is 249 South Highway 101, #324, Solana Beach, CA 92075 (the “ Borrower ”), promises to pay to the order of TCA GLOBAL CREDIT MASTER FUND, LP (hereinafter, together with any holder hereof, “ Lender ”), whose address is 3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169, on May 18, 2017 (the “ Maturity Date ”), Sixty-Six Thousand Six Hundred Sixty-Six and 66/100 United States Dollars (US$66,666.66). This is one of the three “Fee Notes” issued in connection with that certain Senior Secured Revolving Credit Facility Agreement, dated as of May 31, 2015 and effective as of December 24, 2015, as amended by that certain amendment no. 1 thereto, dated as of the Effective Date, executed by and between the Borrower, as borrower, and the Lender, as lender (as amended, restated, supplemented or modified from time to time, the “ Credit Agreement ”). Capitalized words and phrases not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement.

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This Convertible Promissory Note (the “ Note ”) is being issued in consideration of investment banking and advisory services fully rendered by the Lender as of the date hereof. The holder of this Note is entitled to all of the benefits and security provided for in the Loan Documents. This Note shall be repaid by Borrower, or any person liable for the payment of this Note, on the Maturity Date, unless payable sooner pursuant to the provisions of the Credit Agreement.

Principal shall be paid to Lender as set forth in the Credit Agreement, or at such other place as the holder of this Note shall designate in writing to Borrower. This Note, and all payments on account of the principal shall be recorded on the books and records of Lender and the principal balance as shown on such books and records, or any copy thereof certified by an officer of Lender, shall be rebuttable presumptive evidence of the principal amount owing hereunder.

Except for such notices as may be required under the terms of the Credit Agreement, the Borrower, or any person liable for the payment of this Note, waives presentment, demand, notice, protest, and all other demands, or notices, in connection with the delivery, acceptance, performance, default, or enforcement of this Note, and assents to any extension or postponement of the time of payment or any other indulgence.

Borrower shall be solely responsible for the payment of any and all documentary stamps and other taxes applicable to the full face amount of this Note.

The advisory services have been fully rendered as of the date hereof, and this Note has been delivered at Lender's main office set forth above. This Note shall be governed and construed in accordance with the laws of the State of Nevada, in which state it shall be performed, and shall be binding upon Borrower, or any person liable for the payment of this Note, and its legal representatives, successors, and assigns. Wherever possible, each provision of the Credit Agreement and this Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Credit Agreement or this Note shall be prohibited by or be invalid under such law, such provision shall be severable, and be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of the Credit Agreement or this Note.

Nothing herein contained, nor in any instrument or transaction relating hereto, shall be construed or so operate as to require the Borrower, or any person liable for the payment of this Note, to pay interest in an amount or at a rate greater than the highest rate permissible under applicable law. By acceptance hereof, Lender hereby warrants and represents to Borrower that Lender has no intention of charging a usurious rate of interest. Should any interest or other charges paid by Borrower, or any parties liable for the payments made pursuant to this Note result in the computation or earning of interest in excess of the highest rate permissible under applicable law, any and all such excess shall be and the same is hereby waived by the holder hereof. Lender shall make adjustments in the Note or Credit Agreement, as applicable, as necessary to ensure that Borrower will not be required to pay further interest in excess of the amount permitted by applicable law. All such excess shall be automatically credited against and in reduction of the outstanding principal balance. Any portion of such excess which exceeds the outstanding principal balance shall be paid by the holder hereof to the Lender and any parties liable for the payment of this Note, it being the intent of the parties hereto that under no circumstances shall Borrower, or any party liable for the payments hereunder, be required to pay interest in excess of the highest rate permissible under applicable law.

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THE HOLDER IS A NON-U.S. PERSON AS THAT TERM IS DEFINED IN THE UNITED STATES INTERNAL REVENUE CODE. IT IS HEREBY AGREED AND UNDERSTOOD THAT THE OBLIGATIONS HEREUNDER MAY BE SOLD OR RESOLD ONLY TO NON-U.S. PERSONS. ANY U.S. PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAW.

At any time and from time to time while this Note is outstanding, this Note may be, at the sole option of the Lender upon an Event of Default, convertible into shares of the common stock, par value $0.001 per share (the “ Common Stock ”) of Borrower, in accordance with the terms and conditions set forth below.

(a) Voluntary Conversion. At any time while this Note is outstanding, the Lender may, at its sole option upon an Event of Default, convert all or any portion of the outstanding principal, and any other sums due and payable hereunder or under the Credit Agreement (such total amount, the “ Conversion Amount ”) into shares of Common Stock of the Borrower (the “ Conversion Shares ”) in an amount of shares equal to: (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Borrower's Common Stock during the five (5) Business Days immediately prior to the Conversion Date, which price shall be indicated in the conversion notice (in the form attached hereto as Exhibit A , the “ Conversion Notice ”) (the denominator) (the “ Conversion Price ”). The Lender shall submit a Conversion Notice indicating the Conversion Amount, the number of Conversion Shares issuable upon such conversion, and where the Conversion Shares should be delivered.

(b) The Lender's Conversion Limitations . The Borrower shall not affect any conversion of this Note, and the Lender 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 Conversion Notice submitted by the Lender, the Lender (together with the Lender's Affiliates and any Persons acting as a group together with the Lender or any of the Lender's Affiliates) would beneficially own shares of Common Stock in excess of the Beneficial Ownership Limitation (as defined herein). To ensure compliance with this restriction, prior to delivery of any Conversion Notice, the Lender shall have the right to request that the Borrower provide to the Lender a written statement of the percentage ownership of the Borrower's Common Stock that would be beneficially owned by the Lender and its Affiliates in the Borrower if the Lender converted such portion of this Note then intended to be converted by Lender. The Borrower shall, within two (2) Business Days of such request, provide Lender with the requested information in a written statement, and the Lender shall be entitled to rely on such written statement from the Borrower in issuing its Conversion Notice and ensuring that its ownership of the Borrower's Common Stock is not in excess of the Beneficial Ownership Limitation. The restriction described in this Section may be waived by Lender, in whole or in part, upon notice from the Lender to the Borrower to increase such percentage.

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For purposes of this Note, the “ Beneficial Ownership Limitation ” shall be 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note. The limitations contained in this Section shall apply to a successor holder of this Note. For purposes of this Note, “ Person ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization or a government or any department or agency thereof.

(c) Mechanics of Conversion. The conversion of this Note shall be conducted in the following manner:

(1) To convert this Note into shares of Common Stock on any date set forth in the Conversion Notice by the Lender (the “ Conversion Date ”), the Lender shall transmit by facsimile or electronic mail (or otherwise deliver) a copy of the fully executed Conversion Notice to the Borrower (or, under certain circumstances as set forth below, by delivery of the Conversion Notice to the Borrower's transfer agent).

(2) Upon receipt by the Borrower of a copy of a Conversion Notice, the Borrower shall as soon as practicable, but in no event later than two (2) Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the “ Conversion Confirmation ”) to the Lender indicating that the Borrower will process such Conversion Notice in accordance with the terms herein. In the event the Borrower fails to issue its Conversion Confirmation within said two (2) Business Day time period, the Lender shall have the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice to the Borrower's transfer agent, and pursuant to the terms of the Credit Agreement, the Borrower's transfer agent shall issue the applicable Conversion Shares to Lender as hereby provided. Within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Borrower tails to issue the Conversion Confirmation), provided that the Borrower's transfer agent is participating in the Depository Trust Company’s (“ DTC ”) Fast Automated Securities Transfer (“ FAST ”) program, the Borrower shall cause the transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the Credit Agreement, the Lender may request and require the Borrower's transfer agent to) electronically transmit the applicable Conversion Shares to which the Lender shall be entitled by crediting the account of the Lender's prime broker with DTC through its Deposit Withdrawal Agent Commission (“ DWAC ”) system, and provide proof satisfactory to the Lender of such delivery. In the event that the Borrower's transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), the Borrower shall instruct and cause its transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the Credit Agreement, the Lender may request and require the Borrower's transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Conversion Notice, a certificate, registered in the name of the Lender, or its designees, for the number of Conversion Shares to which the Lender shall be entitled. To effect conversions hereunder, the Lender shall not be required to physically surrender this Note to the Borrower unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable Conversion Amount. The Lender and the Borrower shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Lender, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

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(3) The Person(s) entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder(s) of such shares of Common Stock as of the Conversion Date.

(4) If in the case of any Conversion Notice, the certificate or certificates are not delivered to or as directed by the Lender by the date required hereby, the Lender shall be entitled to elect by written notice to the Borrower at any time on or before its receipt of such certificate or certificates, to rescind such Conversion Notice, in which event the Borrower shall promptly return to the Lender any original Note delivered to the Borrower and the Lender shall promptly return to the Borrower the Common Stock certificates representing the principal amount of this Note unsuccessfully tendered for conversion to the Borrower.

(5) The Borrower's obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Lender to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Lender or any other person or entity of any obligation to the Borrower or any violation or alleged violation of law by the Lender or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Lender in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Borrower of any such action the Borrower may have against the Lender. In the event the Lender of this Note shall elect to convert any or all of the outstanding principal amount hereof and accrued but unpaid interest thereon in accordance with the terms of this Note, the Borrower may not refuse conversion based on any claim that the Lender or anyone associated or affiliated with the Lender has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Lender, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the Borrower posts a surety bond for the benefit of the Lender in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to such Lender to the extent it obtains judgment. In the absence of such injunction, the Borrower shall issue Conversion Shares upon a properly noticed conversion. If the Borrower fails for any reason to deliver to the Lender such certificate or certificates representing Conversion Shares pursuant to timing and delivery requirements of this Note, the Borrower shall pay to such Lender, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $1.00 per day for each day after the date by which such certificates should have been delivered until such certificates are delivered. Nothing herein shall limit a Lender's right to pursue actual damages or declare an Event of Default pursuant to the Credit Agreement, this Note or any agreement securing the indebtedness under this Note for the Borrower's failure to deliver Conversion Shares within the period specified herein and such Lender shall have the right to pursue all remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Lender from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Nothing herein shall prevent the Lender from having the Conversion Shares issued directly by the Borrower's transfer agent in accordance with the Credit Agreement, in the event for any reason the Borrower fails to issue or deliver, or cause its transfer agent to issue and deliver, the Conversion Shares to the Lender upon exercise of Lender's conversion rights hereunder.

 

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(6) The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Lender hereof for any documentary stamp or similar taxes, or any other issuance or transfer fees of any nature or kind that may be payable in respect of the issue or delivery of such certificates, any such taxes or fees, if payable, to be paid by the Borrower.

(7) Borrower shall take all action reasonably necessary to at all times have authorized, and reserved for the purpose of issuance, such number of shares of Common Stock as shall be necessary to effect the full conversion of the Note in accordance with its terms (the “ Share Reserve ”). If at any time the Share Reserve is insufficient to effect the full conversion of the Note then outstanding, Borrower shall increase the Share Reserve accordingly. If Borrower does not have sufficient authorized and unissued shares of Common Stock available to increase the Share Reserve, Borrower shall call and hold a special meeting of the shareholders within forty-five (45) days of such occurrence, or take action by the written consent of the holders of a majority of the outstanding shares of Common Stock, if possible, for the sole purpose of increasing the number of shares authorized to an amount of shares equal to three (3) times the Conversion Shares. Borrower’s management shall recommend to the shareholders to vote in favor of increasing the number of shares of Common Stock authorized.

(d) Adjustments to Conversion Price .

(1) If the Borrower, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on outstanding shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues, in the event of a reclassification of shares of Common Stock, any shares of capital stock of the Borrower, then the Conversion Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock (excluding any treasury shares of the Borrower) outstanding immediately before such event, and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, or re-classification.

 

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(2) If, at any time while this Note is outstanding: (i) the Borrower effects any merger or consolidation of the Borrower with or into another Person, (ii) the Borrower effects any sale of all or substantially all of its assets in one transaction or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Borrower or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Borrower effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “ Fundamental Transaction ”), then upon any subsequent conversion of this Note, the Lender shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one (1) share of Common Stock (the “ Alternate Consideration ”). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Borrower shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Lender shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Borrower or surviving entity in such Fundamental Transaction shall issue to the Lender a new note consistent with the foregoing provisions and evidencing the Lender's right to convert such note into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section and insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

(3) Whenever the Conversion Price is adjusted pursuant to any provision of this Note, the Borrower shall promptly deliver to Lender a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

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(4) If: (A) the Borrower shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Borrower shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Borrower shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Borrower is a party, any sale or transfer of all or substantially all of the assets of the Borrower, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Borrower shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Borrower, then, in each case, the Borrower shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Lender at its last address as it shall appear upon the Borrower's records, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating: (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Lender is entitled to convert this Note during the 10-day period commencing on the date of such notice through the effective date of the event triggering such notice.

(e) Make-Whole Rights . Upon liquidation by the Lender of Conversion Shares issued pursuant to a Conversion Notice, provided that the Lender realizes a net amount from such liquidation equal to less than the Conversion Amount specified in the relevant Conversion Notice (such net realized amount, the “ Realized Amount ”), the Borrower shall issue to the Lender additional shares of the Borrower’s Common Stock equal to: (i) the Conversion Amount specified in the relevant Conversion Notice; minus (ii) the Realized Amount, as evidenced by a reconciliation statement from the Lender (a “ Sale Reconciliation ”) showing the Realized Amount from the sale of the Conversion Shares; divided by (iii) the average volume weighted average price of the Borrower’s Common Stock during the five (5) Business Days immediately prior to the date upon which the Lender delivers notice (the “ Make-Whole Notice ”) to the Borrower that such additional shares are requested by the Lender (the “ Make-Whole Stock Price ” ) (such number of additional shares to be issued, the “ Make-Whole Shares ”). Upon receiving the Make-Whole Notice and Sale Reconciliation evidencing the number of Make-Whole Shares requested, the Borrower shall instruct its transfer agent to issue certificates representing the Make-Whole Shares, which Make-Whole Shares shall be issued and delivered in the same manner and within the same time frames as set forth herein. The Make-Whole Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. Following the sale of the Make-Whole Shares by the Lender: (i) in the event that the Lender receives net proceeds from such sale which, when added to the Realized Amount from the prior relevant Conversion Notice, is less than the Conversion Amount specified in the relevant Conversion Notice, the Lender shall deliver an additional Make-Whole Notice to the Borrower following the procedures provided previously in this paragraph, and such procedures and the delivery of Make-Whole Notices and issuance of Make-Whole Shares shall continue until the Conversion Amount has been fully satisfied; and (ii) in the event that the Lender received net proceeds from the sale of Make-Whole Shares in excess of the Conversion Amount specified in the relevant Conversion Notice, such excess amount shall be applied to satisfy any and all amounts owed hereunder in excess of the Conversion Amount specified in the relevant Conversion Notice.

[-signature page follows-]

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IN WITNESS WHEREOF, the Borrower has executed this Note as of the date set forth above.

	ARTEC GLOBAL MEDIA, INC.
	By:	/s/ Caleb W. Wickman
	Name:	Caleb W. Wickman
	Title:	President

The undersigned, a Notary Public in and for the said County, in the State aforesaid, DOES HEREBY CERTIFY that Caleb W. Wickman, President of Artec Global Media, Inc., a Nevada corporation, who is personally known to me to be the same person whose name is subscribed to the foregoing, appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument as his/her own free and voluntary act and as the free and voluntary act of said corporation, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this _____ day of ________________, 20____.

	Notary Public
	My Commission Expires:

[Signature Page to Promissory Note]

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CONSENT AND AGREEMENT

The undersigned, referred to in the foregoing convertible promissory note as a guarantor, hereby consents and agrees to said convertible promissory note and to the payment of the amounts contemplated therein, documents contemplated thereby and to the provisions contained therein relating to conditions to be fulfilled and obligations to be performed by it pursuant to or in connection with said convertible promissory note to the same extent as if the undersigned were a party to said convertible promissory note.

PERFERO MARKETING, LLC
By:	/s/ Caleb W. Wickman
Name:	Caleb W. Wickman
Title:	Authorized Signatory

The undersigned, a Notary Public in and for the said County, in the State aforesaid, DOES HEREBY CERTIFY that Caleb W. Wickman, Authorized Signatory of Perfero Marketing, LLC, a California limited liability company, who is personally known to me to be the same person whose name is subscribed to the foregoing, appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument as his/her own free and voluntary act and as the free and voluntary act of said corporation, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this _____ day of ________________, 20____.

	Notary Public
	My Commission Expires:

[Signature Page to Promissory Note]

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EXHIBIT A

NOTICE OF CONVERSION

The undersigned hereby elects to convert principal and/or interest under the Convertible Promissory Note (the “ Note ”) of Artec Global Media, Inc., a corporation incorporated under the laws of the State of Nevada (the “ Company ”), into shares of common stock, par value $0.001 per share (the “ Common Shares ”), of the Company in accordance with the conditions of the Note, as of the date written below.

Based solely on information provided by the Company to Lender, the undersigned represents and warrants to the Company that its ownership of the Common Shares does not exceed the Beneficial Ownership Limitation as specified under the Note.

Conversion Calculations
Effective Date of Conversion:
Principal Amount and/or Interest to be Converted:
Number of Common Shares to be Issued:

	[HOLDER]
	By:
	Name:
	Title:
	Address:

 

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EXHIBIT 10.3

NEITHER THIS NOTE NOR THE SECURITIES THAT ARE ISSUABLE TO THE LENDER UPON CONVERSION HEREOF (COLLECTIVELY, THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR ( B) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT; OR (Il) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.

BY ACCEPTING THIS OBLIGATION, THE LENDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE AND REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITES STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).

CONVERTIBLE PROMISSORY NOTE

Issuance Date: November 18, 2016

US$66,666.66

Effective Date: November 18, 2016

FOR VALUE RECEIVED, ARTEC GLOBAL MEDIA, INC. , a corporation incorporated under the laws of the State of Nevada, whose address is 249 South Highway 101, #324, Solana Beach, CA 92075 (the “ Borrower ”), promises to pay to the order of TCA GLOBAL CREDIT MASTER FUND, LP (hereinafter, together with any holder hereof, “ Lender ”), whose address is 3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169, on August 18, 2017 (the “ Maturity Date ”), Sixty-Six Thousand Six Hundred Sixty-Six and 66/100 United States Dollars (US$66,666.66). This is one of the three “Fee Notes” issued in connection with that certain Senior Secured Revolving Credit Facility Agreement, dated as of May 31, 2015 and effective as of December 24, 2015, as amended by that certain amendment no. 1 thereto, dated as of the Effective Date, executed by and between the Borrower, as borrower, and the Lender, as lender (as amended, restated, supplemented or modified from time to time, the “ Credit Agreement ”). Capitalized words and phrases not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement.

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This Convertible Promissory Note (the “ Note ”) is being issued in consideration of investment banking and advisory services fully rendered by the Lender as of the date hereof. The holder of this Note is entitled to all of the benefits and security provided for in the Loan Documents. This Note shall be repaid by Borrower, or any person liable for the payment of this Note, on the Maturity Date, unless payable sooner pursuant to the provisions of the Credit Agreement.

Principal shall be paid to Lender as set forth in the Credit Agreement, or at such other place as the holder of this Note shall designate in writing to Borrower. This Note, and all payments on account of the principal shall be recorded on the books and records of Lender and the principal balance as shown on such books and records, or any copy thereof certified by an officer of Lender, shall be rebuttable presumptive evidence of the principal amount owing hereunder.

Except for such notices as may be required under the terms of the Credit Agreement, the Borrower, or any person liable for the payment of this Note, waives presentment, demand, notice, protest, and all other demands, or notices, in connection with the delivery, acceptance, performance, default, or enforcement of this Note, and assents to any extension or postponement of the time of payment or any other indulgence.

Borrower shall be solely responsible for the payment of any and all documentary stamps and other taxes applicable to the full face amount of this Note.

The advisory services have been fully rendered as of the date hereof, and this Note has been delivered at Lender's main office set forth above. This Note shall be governed and construed in accordance with the laws of the State of Nevada, in which state it shall be performed, and shall be binding upon Borrower, or any person liable for the payment of this Note, and its legal representatives, successors, and assigns. Wherever possible, each provision of the Credit Agreement and this Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Credit Agreement or this Note shall be prohibited by or be invalid under such law, such provision shall be severable, and be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of the Credit Agreement or this Note.

Nothing herein contained, nor in any instrument or transaction relating hereto, shall be construed or so operate as to require the Borrower, or any person liable for the payment of this Note, to pay interest in an amount or at a rate greater than the highest rate permissible under applicable law. By acceptance hereof, Lender hereby warrants and represents to Borrower that Lender has no intention of charging a usurious rate of interest. Should any interest or other charges paid by Borrower, or any parties liable for the payments made pursuant to this Note result in the computation or earning of interest in excess of the highest rate permissible under applicable law, any and all such excess shall be and the same is hereby waived by the holder hereof. Lender shall make adjustments in the Note or Credit Agreement, as applicable, as necessary to ensure that Borrower will not be required to pay further interest in excess of the amount permitted by applicable law. All such excess shall be automatically credited against and in reduction of the outstanding principal balance. Any portion of such excess which exceeds the outstanding principal balance shall be paid by the holder hereof to the Lender and any parties liable for the payment of this Note, it being the intent of the parties hereto that under no circumstances shall Borrower, or any party liable for the payments hereunder, be required to pay interest in excess of the highest rate permissible under applicable law.

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THE HOLDER IS A NON-U.S. PERSON AS THAT TERM IS DEFINED IN THE UNITED STATES INTERNAL REVENUE CODE. IT IS HEREBY AGREED AND UNDERSTOOD THAT THE OBLIGATIONS HEREUNDER MAY BE SOLD OR RESOLD ONLY TO NON-U.S. PERSONS. ANY U.S. PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAW.

At any time and from time to time while this Note is outstanding, this Note may be, at the sole option of the Lender upon an Event of Default, convertible into shares of the common stock, par value $0.001 per share (the “ Common Stock ”) of Borrower, in accordance with the terms and conditions set forth below.

(a) Voluntary Conversion. At any time while this Note is outstanding, the Lender may, at its sole option upon an Event of Default, convert all or any portion of the outstanding principal, and any other sums due and payable hereunder or under the Credit Agreement (such total amount, the “ Conversion Amount ”) into shares of Common Stock of the Borrower (the “ Conversion Shares ”) in an amount of shares equal to: (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Borrower's Common Stock during the five (5) Business Days immediately prior to the Conversion Date, which price shall be indicated in the conversion notice (in the form attached hereto as Exhibit A , the “ Conversion Notice ”) (the denominator) (the “ Conversion Price ”). The Lender shall submit a Conversion Notice indicating the Conversion Amount, the number of Conversion Shares issuable upon such conversion, and where the Conversion Shares should be delivered.

(b) The Lender's Conversion Limitations . The Borrower shall not affect any conversion of this Note, and the Lender 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 Conversion Notice submitted by the Lender, the Lender (together with the Lender's Affiliates and any Persons acting as a group together with the Lender or any of the Lender's Affiliates) would beneficially own shares of Common Stock in excess of the Beneficial Ownership Limitation (as defined herein). To ensure compliance with this restriction, prior to delivery of any Conversion Notice, the Lender shall have the right to request that the Borrower provide to the Lender a written statement of the percentage ownership of the Borrower's Common Stock that would be beneficially owned by the Lender and its Affiliates in the Borrower if the Lender converted such portion of this Note then intended to be converted by Lender. The Borrower shall, within two (2) Business Days of such request, provide Lender with the requested information in a written statement, and the Lender shall be entitled to rely on such written statement from the Borrower in issuing its Conversion Notice and ensuring that its ownership of the Borrower's Common Stock is not in excess of the Beneficial Ownership Limitation. The restriction described in this Section may be waived by Lender, in whole or in part, upon notice from the Lender to the Borrower to increase such percentage.

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For purposes of this Note, the “ Beneficial Ownership Limitation ” shall be 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note. The limitations contained in this Section shall apply to a successor holder of this Note. For purposes of this Note, “ Person ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization or a government or any department or agency thereof.

(c) Mechanics of Conversion. The conversion of this Note shall be conducted in the following manner:

(1) To convert this Note into shares of Common Stock on any date set forth in the Conversion Notice by the Lender (the “ Conversion Date ”), the Lender shall transmit by facsimile or electronic mail (or otherwise deliver) a copy of the fully executed Conversion Notice to the Borrower (or, under certain circumstances as set forth below, by delivery of the Conversion Notice to the Borrower's transfer agent).

(2) Upon receipt by the Borrower of a copy of a Conversion Notice, the Borrower shall as soon as practicable, but in no event later than two (2) Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the “ Conversion Confirmation ”) to the Lender indicating that the Borrower will process such Conversion Notice in accordance with the terms herein. In the event the Borrower fails to issue its Conversion Confirmation within said two (2) Business Day time period, the Lender shall have the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice to the Borrower's transfer agent, and pursuant to the terms of the Credit Agreement, the Borrower's transfer agent shall issue the applicable Conversion Shares to Lender as hereby provided. Within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Borrower tails to issue the Conversion Confirmation), provided that the Borrower's transfer agent is participating in the Depository Trust Company’s (“ DTC ”) Fast Automated Securities Transfer (“ FAST ”) program, the Borrower shall cause the transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the Credit Agreement, the Lender may request and require the Borrower's transfer agent to) electronically transmit the applicable Conversion Shares to which the Lender shall be entitled by crediting the account of the Lender's prime broker with DTC through its Deposit Withdrawal Agent Commission (“ DWAC ”) system, and provide proof satisfactory to the Lender of such delivery. In the event that the Borrower's transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), the Borrower shall instruct and cause its transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the Credit Agreement, the Lender may request and require the Borrower's transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Conversion Notice, a certificate, registered in the name of the Lender, or its designees, for the number of Conversion Shares to which the Lender shall be entitled. To effect conversions hereunder, the Lender shall not be required to physically surrender this Note to the Borrower unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable Conversion Amount. The Lender and the Borrower shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Lender, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

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(3) The Person(s) entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder(s) of such shares of Common Stock as of the Conversion Date.

(4) If in the case of any Conversion Notice, the certificate or certificates are not delivered to or as directed by the Lender by the date required hereby, the Lender shall be entitled to elect by written notice to the Borrower at any time on or before its receipt of such certificate or certificates, to rescind such Conversion Notice, in which event the Borrower shall promptly return to the Lender any original Note delivered to the Borrower and the Lender shall promptly return to the Borrower the Common Stock certificates representing the principal amount of this Note unsuccessfully tendered for conversion to the Borrower.

(5) The Borrower's obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Lender to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Lender or any other person or entity of any obligation to the Borrower or any violation or alleged violation of law by the Lender or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Lender in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Borrower of any such action the Borrower may have against the Lender. In the event the Lender of this Note shall elect to convert any or all of the outstanding principal amount hereof and accrued but unpaid interest thereon in accordance with the terms of this Note, the Borrower may not refuse conversion based on any claim that the Lender or anyone associated or affiliated with the Lender has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Lender, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the Borrower posts a surety bond for the benefit of the Lender in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to such Lender to the extent it obtains judgment. In the absence of such injunction, the Borrower shall issue Conversion Shares upon a properly noticed conversion. If the Borrower fails for any reason to deliver to the Lender such certificate or certificates representing Conversion Shares pursuant to timing and delivery requirements of this Note, the Borrower shall pay to such Lender, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $1.00 per day for each day after the date by which such certificates should have been delivered until such certificates are delivered. Nothing herein shall limit a Lender's right to pursue actual damages or declare an Event of Default pursuant to the Credit Agreement, this Note or any agreement securing the indebtedness under this Note for the Borrower's failure to deliver Conversion Shares within the period specified herein and such Lender shall have the right to pursue all remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Lender from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Nothing herein shall prevent the Lender from having the Conversion Shares issued directly by the Borrower's transfer agent in accordance with the Credit Agreement, in the event for any reason the Borrower fails to issue or deliver, or cause its transfer agent to issue and deliver, the Conversion Shares to the Lender upon exercise of Lender's conversion rights hereunder.

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(6) The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Lender hereof for any documentary stamp or similar taxes, or any other issuance or transfer fees of any nature or kind that may be payable in respect of the issue or delivery of such certificates, any such taxes or fees, if payable, to be paid by the Borrower.

(7) Borrower shall take all action reasonably necessary to at all times have authorized, and reserved for the purpose of issuance, such number of shares of Common Stock as shall be necessary to effect the full conversion of the Note in accordance with its terms (the “ Share Reserve ”). If at any time the Share Reserve is insufficient to effect the full conversion of the Note then outstanding, Borrower shall increase the Share Reserve accordingly. If Borrower does not have sufficient authorized and unissued shares of Common Stock available to increase the Share Reserve, Borrower shall call and hold a special meeting of the shareholders within forty-five (45) days of such occurrence, or take action by the written consent of the holders of a majority of the outstanding shares of Common Stock, if possible, for the sole purpose of increasing the number of shares authorized to an amount of shares equal to three (3) times the Conversion Shares. Borrower’s management shall recommend to the shareholders to vote in favor of increasing the number of shares of Common Stock authorized.

(d) Adjustments to Conversion Price .

(1) If the Borrower, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on outstanding shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues, in the event of a reclassification of shares of Common Stock, any shares of capital stock of the Borrower, then the Conversion Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock (excluding any treasury shares of the Borrower) outstanding immediately before such event, and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, or re-classification.

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(2) If, at any time while this Note is outstanding: (i) the Borrower effects any merger or consolidation of the Borrower with or into another Person, (ii) the Borrower effects any sale of all or substantially all of its assets in one transaction or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Borrower or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Borrower effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “ Fundamental Transaction ”), then upon any subsequent conversion of this Note, the Lender shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one (1) share of Common Stock (the “ Alternate Consideration ”). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Borrower shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Lender shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Borrower or surviving entity in such Fundamental Transaction shall issue to the Lender a new note consistent with the foregoing provisions and evidencing the Lender's right to convert such note into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section and insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

(3) Whenever the Conversion Price is adjusted pursuant to any provision of this Note, the Borrower shall promptly deliver to Lender a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

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(4) If: (A) the Borrower shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Borrower shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Borrower shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Borrower is a party, any sale or transfer of all or substantially all of the assets of the Borrower, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Borrower shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Borrower, then, in each case, the Borrower shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Lender at its last address as it shall appear upon the Borrower's records, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating: (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Lender is entitled to convert this Note during the 10-day period commencing on the date of such notice through the effective date of the event triggering such notice.

(e) Make-Whole Rights . Upon liquidation by the Lender of Conversion Shares issued pursuant to a Conversion Notice, provided that the Lender realizes a net amount from such liquidation equal to less than the Conversion Amount specified in the relevant Conversion Notice (such net realized amount, the “ Realized Amount ”), the Borrower shall issue to the Lender additional shares of the Borrower’s Common Stock equal to: (i) the Conversion Amount specified in the relevant Conversion Notice; minus (ii) the Realized Amount, as evidenced by a reconciliation statement from the Lender (a “ Sale Reconciliation ”) showing the Realized Amount from the sale of the Conversion Shares; divided by (iii) the average volume weighted average price of the Borrower’s Common Stock during the five (5) Business Days immediately prior to the date upon which the Lender delivers notice (the “ Make-Whole Notice ”) to the Borrower that such additional shares are requested by the Lender (the “ Make-Whole Stock Price ” ) (such number of additional shares to be issued, the “ Make-Whole Shares ”). Upon receiving the Make-Whole Notice and Sale Reconciliation evidencing the number of Make-Whole Shares requested, the Borrower shall instruct its transfer agent to issue certificates representing the Make-Whole Shares, which Make-Whole Shares shall be issued and delivered in the same manner and within the same time frames as set forth herein. The Make-Whole Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. Following the sale of the Make-Whole Shares by the Lender: (i) in the event that the Lender receives net proceeds from such sale which, when added to the Realized Amount from the prior relevant Conversion Notice, is less than the Conversion Amount specified in the relevant Conversion Notice, the Lender shall deliver an additional Make-Whole Notice to the Borrower following the procedures provided previously in this paragraph, and such procedures and the delivery of Make-Whole Notices and issuance of Make-Whole Shares shall continue until the Conversion Amount has been fully satisfied; and (ii) in the event that the Lender received net proceeds from the sale of Make-Whole Shares in excess of the Conversion Amount specified in the relevant Conversion Notice, such excess amount shall be applied to satisfy any and all amounts owed hereunder in excess of the Conversion Amount specified in the relevant Conversion Notice.

[-signature page follows-]

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IN WITNESS WHEREOF, the Borrower has executed this Note as of the date set forth above.

	ARTEC GLOBAL MEDIA, INC.
	By:	/s/ Caleb W. Wickman
	Name:	Caleb W. Wickman
	Title:	President

STATE OF ________________ )

                                                           ) SS.

COUNTY OF ______________  )

The undersigned, a Notary Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that Caleb W. Wickman, President of Artec Global Media, Inc., a Nevada corporation, who is personally known to me to be the same person whose name is subscribed to the foregoing, appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument as his/her own free and voluntary act and as the free and voluntary act of said corporation, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this _____ day of ________________, 20____.

	Notary Public
	My Commission Expires:

[Signature Page to Promissory Note]

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CONSENT AND AGREEMENT

The undersigned, referred to in the foregoing convertible promissory note as a guarantor, hereby consents and agrees to said convertible promissory note and to the payment of the amounts contemplated therein, documents contemplated thereby and to the provisions contained therein relating to conditions to be fulfilled and obligations to be performed by it pursuant to or in connection with said convertible promissory note to the same extent as if the undersigned were a party to said convertible promissory note.

PERFERO MARKETING, LLC
By:	/s/ Caleb W. Wickman
Name:	Caleb W. Wickman
Title:	Authorized Signatory

The undersigned, a Notary Public in and for the said County, in the State aforesaid, DOES HEREBY CERTIFY that Caleb W. Wickman, Authorized Signatory of Perfero Marketing, LLC, a California limited liability company, who is personally known to me to be the same person whose name is subscribed to the foregoing, appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument as his/her own free and voluntary act and as the free and voluntary act of said corporation, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this _____ day of ________________, 20____.

	Notary Public
	My Commission Expires:

[Signature Page to Promissory Note]

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EXHIBIT A

NOTICE OF CONVERSION

The undersigned hereby elects to convert principal and/or interest under the Convertible Promissory Note (the “ Note ”) of Artec Global Media, Inc., a corporation incorporated under the laws of the State of Nevada (the “ Company ”), into shares of common stock, par value $0.001 per share (the “ Common Shares ”), of the Company in accordance with the conditions of the Note, as of the date written below.

Based solely on information provided by the Company to Lender, the undersigned represents and warrants to the Company that its ownership of the Common Shares does not exceed the Beneficial Ownership Limitation as specified under the Note.

Conversion Calculations
Effective Date of
Conversion:
Principal Amount and/or Interest to be Converted:
Number of Common Shares to be Issued:

	[HOLDER]
	By:
	Name:
	Title:
	Address:

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EXHIBIT 10.4

NEITHER THIS NOTE NOR THE SECURITIES THAT ARE ISSUABLE TO THE LENDER UPON CONVERSION HEREOF (COLLECTIVELY, THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR ( B) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT; OR (Il) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.

BY ACCEPTING THIS OBLIGATION, THE LENDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE AND REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITES STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).

CONVERTIBLE PROMISSORY NOTE

Issuance Date: November 18, 2016	US$66,666.68
Effective Date: November 18, 2016

FOR VALUE RECEIVED, ARTEC GLOBAL MEDIA, INC. , a corporation incorporated under the laws of the State of Nevada, whose address is 249 South Highway 101, #324, Solana Beach, CA 92075 (the “ Borrower ”), promises to pay to the order of TCA GLOBAL CREDIT MASTER FUND, LP (hereinafter, together with any holder hereof, “ Lender ”), whose address is 3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169, on November 18, 2017 (the “ Maturity Date ”), Sixty-Six Thousand Six Hundred Sixty-Six and 68/100 United States Dollars (US$66,666.68). This is one of the three “Fee Notes” issued in connection with that certain Senior Secured Revolving Credit Facility Agreement, dated as of May 31, 2015 and effective as of December 24, 2015, as amended by that certain amendment no. 1 thereto, dated as of the Effective Date, executed by and between the Borrower, as borrower, and the Lender, as lender (as amended, restated, supplemented or modified from time to time, the “ Credit Agreement ”). Capitalized words and phrases not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement.

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This Convertible Promissory Note (the “ Note ”) is being issued in consideration of investment banking and advisory services fully rendered by the Lender as of the date hereof. The holder of this Note is entitled to all of the benefits and security provided for in the Loan Documents. This Note shall be repaid by Borrower, or any person liable for the payment of this Note, on the Maturity Date, unless payable sooner pursuant to the provisions of the Credit Agreement.

Principal shall be paid to Lender as set forth in the Credit Agreement, or at such other place as the holder of this Note shall designate in writing to Borrower. This Note, and all payments on account of the principal shall be recorded on the books and records of Lender and the principal balance as shown on such books and records, or any copy thereof certified by an officer of Lender, shall be rebuttable presumptive evidence of the principal amount owing hereunder.

Except for such notices as may be required under the terms of the Credit Agreement, the Borrower, or any person liable for the payment of this Note, waives presentment, demand, notice, protest, and all other demands, or notices, in connection with the delivery, acceptance, performance, default, or enforcement of this Note, and assents to any extension or postponement of the time of payment or any other indulgence.

Borrower shall be solely responsible for the payment of any and all documentary stamps and other taxes applicable to the full face amount of this Note.

The advisory services have been fully rendered as of the date hereof, and this Note has been delivered at Lender's main office set forth above. This Note shall be governed and construed in accordance with the laws of the State of Nevada, in which state it shall be performed, and shall be binding upon Borrower, or any person liable for the payment of this Note, and its legal representatives, successors, and assigns. Wherever possible, each provision of the Credit Agreement and this Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Credit Agreement or this Note shall be prohibited by or be invalid under such law, such provision shall be severable, and be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of the Credit Agreement or this Note.

Nothing herein contained, nor in any instrument or transaction relating hereto, shall be construed or so operate as to require the Borrower, or any person liable for the payment of this Note, to pay interest in an amount or at a rate greater than the highest rate permissible under applicable law. By acceptance hereof, Lender hereby warrants and represents to Borrower that Lender has no intention of charging a usurious rate of interest. Should any interest or other charges paid by Borrower, or any parties liable for the payments made pursuant to this Note result in the computation or earning of interest in excess of the highest rate permissible under applicable law, any and all such excess shall be and the same is hereby waived by the holder hereof. Lender shall make adjustments in the Note or Credit Agreement, as applicable, as necessary to ensure that Borrower will not be required to pay further interest in excess of the amount permitted by applicable law. All such excess shall be automatically credited against and in reduction of the outstanding principal balance. Any portion of such excess which exceeds the outstanding principal balance shall be paid by the holder hereof to the Lender and any parties liable for the payment of this Note, it being the intent of the parties hereto that under no circumstances shall Borrower, or any party liable for the payments hereunder, be required to pay interest in excess of the highest rate permissible under applicable law.

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THE HOLDER IS A NON-U.S. PERSON AS THAT TERM IS DEFINED IN THE UNITED STATES INTERNAL REVENUE CODE. IT IS HEREBY AGREED AND UNDERSTOOD THAT THE OBLIGATIONS HEREUNDER MAY BE SOLD OR RESOLD ONLY TO NON-U.S. PERSONS. ANY U.S. PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAW.

At any time and from time to time while this Note is outstanding, this Note may be, at the sole option of the Lender upon an Event of Default, convertible into shares of the common stock, par value $0.001 per share (the “ Common Stock ”) of Borrower, in accordance with the terms and conditions set forth below.

(a) Voluntary Conversion. At any time while this Note is outstanding, the Lender may, at its sole option upon an Event of Default, convert all or any portion of the outstanding principal, and any other sums due and payable hereunder or under the Credit Agreement (such total amount, the “ Conversion Amount ”) into shares of Common Stock of the Borrower (the “ Conversion Shares ”) in an amount of shares equal to: (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest daily volume weighted average price of the Borrower's Common Stock during the five (5) Business Days immediately prior to the Conversion Date, which price shall be indicated in the conversion notice (in the form attached hereto as Exhibit A , the “ Conversion Notice ”) (the denominator) (the “ Conversion Price ”). The Lender shall submit a Conversion Notice indicating the Conversion Amount, the number of Conversion Shares issuable upon such conversion, and where the Conversion Shares should be delivered.

(b) The Lender's Conversion Limitations . The Borrower shall not affect any conversion of this Note, and the Lender 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 Conversion Notice submitted by the Lender, the Lender (together with the Lender's Affiliates and any Persons acting as a group together with the Lender or any of the Lender's Affiliates) would beneficially own shares of Common Stock in excess of the Beneficial Ownership Limitation (as defined herein). To ensure compliance with this restriction, prior to delivery of any Conversion Notice, the Lender shall have the right to request that the Borrower provide to the Lender a written statement of the percentage ownership of the Borrower's Common Stock that would be beneficially owned by the Lender and its Affiliates in the Borrower if the Lender converted such portion of this Note then intended to be converted by Lender. The Borrower shall, within two (2) Business Days of such request, provide Lender with the requested information in a written statement, and the Lender shall be entitled to rely on such written statement from the Borrower in issuing its Conversion Notice and ensuring that its ownership of the Borrower's Common Stock is not in excess of the Beneficial Ownership Limitation. The restriction described in this Section may be waived by Lender, in whole or in part, upon notice from the Lender to the Borrower to increase such percentage.

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For purposes of this Note, the “ Beneficial Ownership Limitation ” shall be 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note. The limitations contained in this Section shall apply to a successor holder of this Note. For purposes of this Note, “ Person ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization or a government or any department or agency thereof.

(c) Mechanics of Conversion. The conversion of this Note shall be conducted in the following manner:

(1) To convert this Note into shares of Common Stock on any date set forth in the Conversion Notice by the Lender (the “ Conversion Date ”), the Lender shall transmit by facsimile or electronic mail (or otherwise deliver) a copy of the fully executed Conversion Notice to the Borrower (or, under certain circumstances as set forth below, by delivery of the Conversion Notice to the Borrower's transfer agent).

(2) Upon receipt by the Borrower of a copy of a Conversion Notice, the Borrower shall as soon as practicable, but in no event later than two (2) Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the “ Conversion Confirmation ”) to the Lender indicating that the Borrower will process such Conversion Notice in accordance with the terms herein. In the event the Borrower fails to issue its Conversion Confirmation within said two (2) Business Day time period, the Lender shall have the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice to the Borrower's transfer agent, and pursuant to the terms of the Credit Agreement, the Borrower's transfer agent shall issue the applicable Conversion Shares to Lender as hereby provided. Within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Borrower tails to issue the Conversion Confirmation), provided that the Borrower's transfer agent is participating in the Depository Trust Company’s (“ DTC ”) Fast Automated Securities Transfer (“ FAST ”) program, the Borrower shall cause the transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the Credit Agreement, the Lender may request and require the Borrower's transfer agent to) electronically transmit the applicable Conversion Shares to which the Lender shall be entitled by crediting the account of the Lender's prime broker with DTC through its Deposit Withdrawal Agent Commission (“ DWAC ”) system, and provide proof satisfactory to the Lender of such delivery. In the event that the Borrower's transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), the Borrower shall instruct and cause its transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the Credit Agreement, the Lender may request and require the Borrower's transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Conversion Notice, a certificate, registered in the name of the Lender, or its designees, for the number of Conversion Shares to which the Lender shall be entitled. To effect conversions hereunder, the Lender shall not be required to physically surrender this Note to the Borrower unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable Conversion Amount. The Lender and the Borrower shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Lender, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

4

(3) The Person(s) entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder(s) of such shares of Common Stock as of the Conversion Date.

(4) If in the case of any Conversion Notice, the certificate or certificates are not delivered to or as directed by the Lender by the date required hereby, the Lender shall be entitled to elect by written notice to the Borrower at any time on or before its receipt of such certificate or certificates, to rescind such Conversion Notice, in which event the Borrower shall promptly return to the Lender any original Note delivered to the Borrower and the Lender shall promptly return to the Borrower the Common Stock certificates representing the principal amount of this Note unsuccessfully tendered for conversion to the Borrower.

(5) The Borrower's obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Lender to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Lender or any other person or entity of any obligation to the Borrower or any violation or alleged violation of law by the Lender or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Lender in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Borrower of any such action the Borrower may have against the Lender. In the event the Lender of this Note shall elect to convert any or all of the outstanding principal amount hereof and accrued but unpaid interest thereon in accordance with the terms of this Note, the Borrower may not refuse conversion based on any claim that the Lender or anyone associated or affiliated with the Lender has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Lender, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the Borrower posts a surety bond for the benefit of the Lender in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to such Lender to the extent it obtains judgment. In the absence of such injunction, the Borrower shall issue Conversion Shares upon a properly noticed conversion. If the Borrower fails for any reason to deliver to the Lender such certificate or certificates representing Conversion Shares pursuant to timing and delivery requirements of this Note, the Borrower shall pay to such Lender, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $1.00 per day for each day after the date by which such certificates should have been delivered until such certificates are delivered. Nothing herein shall limit a Lender's right to pursue actual damages or declare an Event of Default pursuant to the Credit Agreement, this Note or any agreement securing the indebtedness under this Note for the Borrower's failure to deliver Conversion Shares within the period specified herein and such Lender shall have the right to pursue all remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Lender from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Nothing herein shall prevent the Lender from having the Conversion Shares issued directly by the Borrower's transfer agent in accordance with the Credit Agreement, in the event for any reason the Borrower fails to issue or deliver, or cause its transfer agent to issue and deliver, the Conversion Shares to the Lender upon exercise of Lender's conversion rights hereunder.

5

(6) The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Lender hereof for any documentary stamp or similar taxes, or any other issuance or transfer fees of any nature or kind that may be payable in respect of the issue or delivery of such certificates, any such taxes or fees, if payable, to be paid by the Borrower.

(7) Borrower shall take all action reasonably necessary to at all times have authorized, and reserved for the purpose of issuance, such number of shares of Common Stock as shall be necessary to effect the full conversion of the Note in accordance with its terms (the “ Share Reserve ”). If at any time the Share Reserve is insufficient to effect the full conversion of the Note then outstanding, Borrower shall increase the Share Reserve accordingly. If Borrower does not have sufficient authorized and unissued shares of Common Stock available to increase the Share Reserve, Borrower shall call and hold a special meeting of the shareholders within forty-five (45) days of such occurrence, or take action by the written consent of the holders of a majority of the outstanding shares of Common Stock, if possible, for the sole purpose of increasing the number of shares authorized to an amount of shares equal to three (3) times the Conversion Shares. Borrower’s management shall recommend to the shareholders to vote in favor of increasing the number of shares of Common Stock authorized.

(d) Adjustments to Conversion Price .

(1) If the Borrower, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on outstanding shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues, in the event of a reclassification of shares of Common Stock, any shares of capital stock of the Borrower, then the Conversion Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock (excluding any treasury shares of the Borrower) outstanding immediately before such event, and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, or re-classification.

6

(2) If, at any time while this Note is outstanding: (i) the Borrower effects any merger or consolidation of the Borrower with or into another Person, (ii) the Borrower effects any sale of all or substantially all of its assets in one transaction or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Borrower or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Borrower effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “ Fundamental Transaction ”), then upon any subsequent conversion of this Note, the Lender shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one (1) share of Common Stock (the “ Alternate Consideration ”). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Borrower shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Lender shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Borrower or surviving entity in such Fundamental Transaction shall issue to the Lender a new note consistent with the foregoing provisions and evidencing the Lender's right to convert such note into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section and insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

(3) Whenever the Conversion Price is adjusted pursuant to any provision of this Note, the Borrower shall promptly deliver to Lender a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

7

(4) If: (A) the Borrower shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Borrower shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Borrower shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Borrower is a party, any sale or transfer of all or substantially all of the assets of the Borrower, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Borrower shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Borrower, then, in each case, the Borrower shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Lender at its last address as it shall appear upon the Borrower's records, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating: (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Lender is entitled to convert this Note during the 10-day period commencing on the date of such notice through the effective date of the event triggering such notice.

(e) Make-Whole Rights . Upon liquidation by the Lender of Conversion Shares issued pursuant to a Conversion Notice, provided that the Lender realizes a net amount from such liquidation equal to less than the Conversion Amount specified in the relevant Conversion Notice (such net realized amount, the “ Realized Amount ”), the Borrower shall issue to the Lender additional shares of the Borrower’s Common Stock equal to: (i) the Conversion Amount specified in the relevant Conversion Notice; minus (ii) the Realized Amount, as evidenced by a reconciliation statement from the Lender (a “ Sale Reconciliation ”) showing the Realized Amount from the sale of the Conversion Shares; divided by (iii) the average volume weighted average price of the Borrower’s Common Stock during the five (5) Business Days immediately prior to the date upon which the Lender delivers notice (the “ Make-Whole Notice ”) to the Borrower that such additional shares are requested by the Lender (the “ Make-Whole Stock Price ” ) (such number of additional shares to be issued, the “ Make-Whole Shares ”). Upon receiving the Make-Whole Notice and Sale Reconciliation evidencing the number of Make-Whole Shares requested, the Borrower shall instruct its transfer agent to issue certificates representing the Make-Whole Shares, which Make-Whole Shares shall be issued and delivered in the same manner and within the same time frames as set forth herein. The Make-Whole Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. Following the sale of the Make-Whole Shares by the Lender: (i) in the event that the Lender receives net proceeds from such sale which, when added to the Realized Amount from the prior relevant Conversion Notice, is less than the Conversion Amount specified in the relevant Conversion Notice, the Lender shall deliver an additional Make-Whole Notice to the Borrower following the procedures provided previously in this paragraph, and such procedures and the delivery of Make-Whole Notices and issuance of Make-Whole Shares shall continue until the Conversion Amount has been fully satisfied; and (ii) in the event that the Lender received net proceeds from the sale of Make-Whole Shares in excess of the Conversion Amount specified in the relevant Conversion Notice, such excess amount shall be applied to satisfy any and all amounts owed hereunder in excess of the Conversion Amount specified in the relevant Conversion Notice.

[-signature page follows-]

8

IN WITNESS WHEREOF, the Borrower has executed this Note as of the date set forth above.

	ARTEC GLOBAL MEDIA, INC.
Date	By:	/s/ Caleb W. Wickman
	Name:	Caleb W. Wickman
	Title:	President

The undersigned, a Notary Public in and for the said County, in the State aforesaid, DOES HEREBY CERTIFY that Caleb W. Wickman, President of Artec Global Media, Inc., a Nevada corporation, who is personally known to me to be the same person whose name is subscribed to the foregoing, appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument as his/her own free and voluntary act and as the free and voluntary act of said corporation, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this _____ day of ________________, 20____.

	Notary Public
	My Commission Expires:

[Signature Page to Promissory Note]

9

CONSENT AND AGREEMENT

The undersigned, referred to in the foregoing convertible promissory note as a guarantor, hereby consents and agrees to said convertible promissory note and to the payment of the amounts contemplated therein, documents contemplated thereby and to the provisions contained therein relating to conditions to be fulfilled and obligations to be performed by it pursuant to or in connection with said convertible promissory note to the same extent as if the undersigned were a party to said convertible promissory note.

PERFERO MARKETING, LLC
By:	/s/ Caleb W. Wickman
Name:	Caleb W. Wickman
Title:	Authorized Signatory

The undersigned, a Notary Public in and for the said County, in the State aforesaid, DOES HEREBY CERTIFY that Caleb W. Wickman, Authorized Signatory of Perfero Marketing, LLC, a California limited liability company, who is personally known to me to be the same person whose name is subscribed to the foregoing, appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument as his/her own free and voluntary act and as the free and voluntary act of said corporation, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this _____ day of ________________, 20____.

	Notary Public
	My Commission Expires:

[Signature Page to Promissory Note]

10

EXHIBIT A

NOTICE OF CONVERSION

The undersigned hereby elects to convert principal and/or interest under the Convertible Promissory Note (the “ Note ”) of Artec Global Media, Inc., a corporation incorporated under the laws of the State of Nevada (the “ Company ”), into shares of common stock, par value $0.001 per share (the “ Common Shares ”), of the Company in accordance with the conditions of the Note, as of the date written below.

Based solely on information provided by the Company to Lender, the undersigned represents and warrants to the Company that its ownership of the Common Shares does not exceed the Beneficial Ownership Limitation as specified under the Note.

Conversion
Calculations Effective Date of Conversion:
Principal Amount and/or Interest to be Converted:
Number of Common Shares to be Issued:

	[HOLDER]
	By:
	Name:
	Title:
	Address:

11

EXHIBIT 10.5

AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE

This AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE (this “ Amendment ”), made as of November 18, 2016, by and between ARTEC GLOBAL MEDIA, INC., a corporation incorporated under the laws of the State of Nevada (the “ Borrower ”), and TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “ Lender ”).

WHEREAS, the Borrower and Lender entered intothat certain Senior Secured Revolving Credit Facility Agreement, dated as of May 31, 2015 and effective as of December 24, 2015 (the “ Original Credit Agreement ”), as amended by that certain Amendment No. 1 to Senior Secured Revolving Credit Facility Agreement, dated and effective as of even date herewith;

WHEREAS, pursuant to the Original Credit Agreement, the Borrower issued to Lender that certain Convertible Promissory Note, dated as of May 31, 2015 and effective as of December 24, 2015 in the amount of One Hundred Five Thousand and No/100 United States Dollars (US$105,000) (the “ Original Note ”), with a maturity date of June 24, 2016 (the “ Maturity Date ”).

NOW, THEREFORE, in consideration of the premises set forth above, the covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

	1.	The parties to this Amendment hereby agree to extendthe Maturity Date of the Original Note to May 18, 2017.
	2.	Except as expressly amended by this Amendment, the Original Note shall remain in full force and effect in all respects.
	3.	This Amendment shall be governed under and pursuant to the laws of the State of Nevada. Any dispute arising hereunder shall be adjudicated in this courts of Broward County in the State of Florida.
	4.	This Amendment may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same agreement, and same shall become effective when counterparts have been signed by each party and each party has delivered its signed counterpart to the other party. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format file or other similar format file, such signature shall be deemed an original for all purposes and shall create a valid and binding obligation of the party executing same with the same force and effect as if such facsimile or “.pdf” signature page was an original thereof.

[signature page follows]

1

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

ARTEC GLOBAL MEDIA. INC.
By:	/s/ Caleb Wickman
	Caleb Wickman
	President

The undersigned, a Notary Public in and for the said County, in the State aforesaid, DOES HEREBY CERTIFY that Caleb W. Wickman, President of Artec Global Media, Inc., a Nevada corporation, who is personally known to me to be the same person whose name is subscribed to the foregoing, appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument as his/her own free and voluntary act and as the free and voluntary act of said corporation, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this _____ day of ________________, 20____.

	Notary Public
	My Commission Expires:

2

TCA GLOBAL CREDIT MASTER FUND, LP
By:	TCA Global Credit Fund GP, Ltd.,
	its general partner
By:	/s/ Robert Press
	Robert Press
	Director

3

EXHIBIT 10.6

AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE

This AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE (this “ Amendment ”), made as of November 18, 2016, by and between ARTEC GLOBAL MEDIA, INC., a corporation incorporated under the laws of the State of Nevada (the “ Borrower ”), and TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “ Lender ”).

WHEREAS, the Borrower and Lender entered intothat certain Senior Secured Revolving Credit Facility Agreement, dated as of May 31, 2015 and effective as of December 24, 2015 (the “ Original Credit Agreement ”), as amended by that certain Amendment No. 1 to Senior Secured Revolving Credit Facility Agreement, dated and effective as of even date herewith;

WHEREAS, pursuant to the Original Credit Agreement, the Borrower issued to Lender that certain Convertible Promissory Note, dated as of May 31, 2015 and effective as of December 24, 2015 in the amount of One Hundred Five Thousand and No/100 United States Dollars (US$105,000) (the “ Original Note ”), with a maturity date of September 24, 2016 (the “ Maturity Date ”).

NOW, THEREFORE, in consideration of the premises set forth above, the covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

	1.	The parties to this Amendment hereby agree to extendthe Maturity Date of the Original Note to August18, 2017.
	2.	Except as expressly amended by this Amendment, the Original Note shall remain in full force and effect in all respects.
	3.	This Amendment shall be governed under and pursuant to the laws of the State of Nevada. Any dispute arising hereunder shall be adjudicated in this courts of Broward County in the State of Florida.
	4.	This Amendment may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same agreement, and same shall become effective when counterparts have been signed by each party and each party has delivered its signed counterpart to the other party. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format file or other similar format file, such signature shall be deemed an original for all purposes and shall create a valid and binding obligation of the party executing same with the same force and effect as if such facsimile or “.pdf” signature page was an original thereof.

[signature page follows]

1

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

ARTEC GLOBAL MEDIA. INC.
By:	/s/ Caleb Wickman
	Caleb Wickman
	President

The undersigned, a Notary Public in and for the said County, in the State aforesaid, DOES HEREBY CERTIFY that Caleb W. Wickman, President of Artec Global Media, Inc., a Nevada corporation, who is personally known to me to be the same person whose name is subscribed to the foregoing, appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument as his/her own free and voluntary act and as the free and voluntary act of said corporation, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this _____ day of ________________, 20____.

	Notary Public
	My Commission Expires:

2

TCA GLOBAL CREDIT MASTER FUND, LP
By:	TCA Global Credit Fund GP, Ltd.,
	its general partner
By:	/s/ Robert Press
	Robert Press
	Director

3

EXHIBIT 10.7

AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE

This AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE (this “ Amendment ”), made as of November 18, 2016, by and between ARTEC GLOBAL MEDIA, INC., a corporation incorporated under the laws of the State of Nevada (the “ Borrower ”), and TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “ Lender ”).

WHEREAS, the Borrower and Lender entered into that certain Senior Secured Revolving Credit Facility Agreement, dated as of May 31, 2015 and effective as of December 24, 2015 (the “ Original Credit Agreement ”), as amended by that certain Amendment No. 1 to Senior Secured Revolving Credit Facility Agreement, dated and effective as of even date herewith;

WHEREAS, pursuant to the Original Credit Agreement, the Borrower issued to Lender that certain Convertible Promissory Note, dated as of May 31, 2015 and effective as of December 24, 2015 in the amount of One Hundred Five Thousand and No/100 United States Dollars (US$105,000) (the “ Original Note ”), with a maturity date of December 24, 2016 (the “ Maturity Date ”).

NOW, THEREFORE, in consideration of the premises set forth above, the covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

	1.	The parties to this Amendment hereby agree to extend the Maturity Date of the Original Note to November 18, 2017.
	2.	Except as expressly amended by this Amendment, the Original Note shall remain in full force and effect in all respects.
	3.	This Amendment shall be governed under and pursuant to the laws of the State of Nevada. Any dispute arising hereunder shall be adjudicated in this courts of Broward County in the State of Florida.
	4.	This Amendment may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same agreement, and same shall become effective when counterparts have been signed by each party and each party has delivered its signed counterpart to the other party. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format file or other similar format file, such signature shall be deemed an original for all purposes and shall create a valid and binding obligation of the party executing same with the same force and effect as if such facsimile or “.pdf” signature page was an original thereof.

[signature page follows]

1

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

ARTEC GLOBAL MEDIA. INC.
By:	/s/ Caleb Wickman
	Caleb Wickman
	President

The undersigned, a Notary Public in and for the said County, in the State aforesaid, DOES HEREBY CERTIFY that Caleb W. Wickman, President of Artec Global Media, Inc., a Nevada corporation, who is personally known to me to be the same person whose name is subscribed to the foregoing, appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument as his/her own free and voluntary act and as the free and voluntary act of said corporation, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this _____ day of ________________, 20____.

	Notary Public
	My Commission Expires:

2

 

TCA GLOBAL CREDIT MASTER FUND, LP
By:	TCA Global Credit Fund GP, Ltd.,
	its general partner
By:	/s/ Robert Press
	Robert Press
	Director

3

EXHIBIT 10.8

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this “ Agreement ”) is made as of December 30, 2016 (the “ Effective Date ”), by and among ARTEC GLOBAL MEDIA, INC., a Nevada corporation (“ Buyer ”), ELIZABETH HONEYCUTT AND PETER CORRAO (collectively, “ Seller ”), and, for purposes of Sections 3 , 8(b) and 8(d) , SILO MARKETING & FUNDING LLC, a Delaware limited liability company with offices at 609 Rte 109 Ste 2D West Babylon, NY 11704 (“ Target ”). Buyer and Seller are sometimes referred to herein individually as a “ Party ” and collectively as the “ Parties ”.

WHEREAS, Target is wholly-owned directly by Seller; and

WHEREAS, on and subject to the terms and conditions of this Agreement, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, a 100% interest in Target, including 100% of the membership interests in Target (that 100% interest in Target, the “ Target Interest ”).

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, each intending to be legally bound, hereby agree as follows:

SECTION 1. Purchase and Sale of Target Interest; Closing .

(a) Basic Transaction . On and subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 1(c) ), Seller shall sell, assign, transfer and otherwise convey and set over the Target Interest to Buyer and Buyer shall purchase the Target Interest from Seller.

(b) Purchase Price; Working Capital . As full consideration for the purchase and sale of the Target Interest, and subject to the other terms and conditions of this Agreement, at the Closing Buyer agrees to issue to Seller shares of Preferred Stock of the Buyer in the aggregate convertible into 25% of the issued and outstanding shares of Common Stock on the date of conversion (the “ Purchase Price ”). The Preferred Stock is convertible into Common Stock only if there are sufficient shares of Common Stock issuable upon conversion. Seller may convert such shares of Preferred Stock in whole or in part. Buyer also agrees to supply working capital to Target as follows, in each case subject to the funding of the following amounts by loan from TCA (as hereinafter defined): (i) at the Closing, in the amount of one hundred thousand U.S. Dollars ($100,000), and (ii) after the Closing, in equal monthly installments of fifty thousand U.S. Dollars ($50,000), to be paid on the monthly anniversary of the Closing Date for a total of three (3) months.

(c) Closing . The closing of the purchase and sale of the Target Interest as provided for in this Agreement (the “ Closing ”) shall take place at the close of business on December 30, 2016, subject to the satisfaction (or valid waiver) of all of the conditions set forth in Sections 6 and 7 , or such other date as the Parties may mutually determine (the “ Closing Date ”).

(d) Deliveries at Closing . At the Closing:

(i) Buyer shall deliver Purchase Price due at the Closing as set forth in Section 1(b) ;

(ii) Each Party shall execute and deliver to the other an executed copy of the Amended and Restated Operating Agreement of Target substantially and materially in the form attached as Exhibit B (the “ Target Operating Agreement ”);

(iii) Seller shall execute and deliver to Buyer (and Target), and the Parties shall cause Target to execute and deliver to Seller, an executed copy of the Employment Agreement substantially and materially in the form attached as Exhibit C (the “ Employment Agreement ”); and

(iv) Seller shall execute and deliver any and all other certificates, statements, instruments and other documents reasonably required by Buyer in connection with the consummation of the transactions contemplated by this Agreement.

(e) Taxes . All taxes, if any, payable in connection with the consummation of the transactions contemplated by this Agreement shall be paid by Seller.

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SECTION 2. Representations and Warranties Concerning the Transaction .

(a) Seller’s Representations and Warranties . Seller represents and warrants to Buyer that the statements set forth in this Section 2(a) are correct and complete at and as of the Effective Date and will be correct and complete at and as of the Closing Date:

(i)  Authority . Seller has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and to perform all of his respective obligations under this Agreement.

(ii) Agreement Binding . This Agreement is the legal, valid and binding obligation of Seller and is enforceable against Seller, except as may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

(iii) Non-contravention . Neither the execution and the delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) violate any statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which Seller is subject or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which any of the Target Interest is subject (or result in the imposition of any Lien upon any of the Target Interest). Seller need not give any notice to, make any filing with, or obtain any authorization, consent or approval of any federal, state, local or foreign governmental, administrative or regulatory authority, court, agency or body, or any division or subdivision of any of the foregoing (“ Governmental Authority ”) to consummate the transactions contemplated by this Agreement.

(iv) Broker’s Fees . Seller has no obligation to pay any fees or commissions to any broker, finder or similar agent with respect to the transactions contemplated by this Agreement and Seller has not dealt with any broker, finder or similar agent in connection with the transactions contemplated by this Agreement.

(v) Target Interest . Seller alone beneficially owns and has good and marketable title to the Target Interest, free and clear of any and all Liens (as defined below) and restrictions on sale, assignment or transfer. Seller is not party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller to sell, transfer, or otherwise dispose of any interests (including any membership interests) in Target. Seller is not party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any interests in Target. As used herein, “ Lien ” means any pledge, lien, encumbrance, claim, charge, security interest, right or interest of any other person or entity of any kind or nature whatsoever.

(b) Buyer’s Representations and Warranties . Buyer represents and warrants to Seller that the statements set forth in this Section 2(b) are correct and complete at and as of the Effective Date and will be correct and complete at and as of the Closing Date with respect to Buyer:

(i) Organization and Authority . Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Buyer has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and to perform all of its respective obligations under this Agreement.

(ii) Agreement Binding . This Agreement is the legal, valid and binding obligation of Buyer and is enforceable against Buyer, except as may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

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(iii) Non-contravention . Neither the execution and the delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) violate any statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which Buyer is subject or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Buyer is a party or by which Buyer is bound or to which any of its assets is subject. Buyer need not give any notice to, make any filing with, or obtain any authorization, consent or approval of any Governmental Authority to consummate the transactions contemplated by this Agreement.

(iv) Broker’s Fees . Buyer has no obligation to pay any fees or commissions to any broker, finder or similar agent with respect to the transactions contemplated by this Agreement and Buyer has not dealt with any broker, finder or similar agent in connection with the transactions contemplated by this Agreement.

SECTION 3. Representations and Warranties Concerning Target . Seller and Target each represent and warrant to Buyer that the statements set forth in this Section 3 are correct and complete at and as of the Effective Date and will be correct and complete at and as of the Closing Date:

(a) Organization, Qualification and Power . Target is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Target is duly authorized and qualified to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. Target has full power and authority and all licenses, permits and authorizations necessary to carry on the business in which Target is engaged and in which Target presently proposes to engage and to own and use the properties owned and used by Target. Seller has delivered to Buyer a correct and complete copy of the limited liability company operating agreement, if any, of Target in effect immediately prior to the Closing. All of the books and records of Target are correct and complete. Target is not in default under or in violation of any provision of its organizational documents.

(b) Capitalization . There is one class and series of membership interests in Target and, as of immediately prior to the Closing, no membership interests in Target are certificated. There are no rights, contracts or commitments that could require Target to issue, sell or otherwise cause to become outstanding any of its membership interests. Other than the above-referenced membership interests in Target, there are no profit participation or similar rights in Target. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any interests in Target.

(c) Non-contravention . Neither the execution and the delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) violate any statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which Target is subject or any provision of Target’s organizational documents or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Target is a party or by which Target is bound or to which any of its assets is subject (or result in the imposition of any Lien upon any of its assets). Target need not give any notice to, make any filing with, or obtain any authorization, consent or approval of any Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement.

(d) Business and Financial Information . All business and financial information related to Target (including, but not limited to, information related to the business and the financial performance expected and/or projected to be conducted and/ or achieved by Target) provided at or before the Closing by Seller or Target or any representative of either of them to Buyer or any representative of Buyer (including, without limitation, all of the information and projections included as part of Schedule 3(e) attached hereto) is complete, accurate, fairly stated and not misleading (and all financial information therein is presented in accordance with U.S. GAAP).

(e) Legal Compliance .

(i) Target has complied and is in compliance with all applicable Laws. As used herein, “ Laws ” means all federal, state, local or foreign laws, codes, rules, regulations, orders, writs, injunctions, rulings and judgments, each as amended and in effect, now or in the future.

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(ii) Target holds all permits, authorizations, approvals, registrations, licenses, or similar rights, as applicable, required for the conduct of Target’s business (collectively, the “ Permits ”), is in compliance with all of the terms and conditions of the Permits, all of the Permits are in full force and effect, and the transactions contemplated by this Agreement will not give rise to the termination or suspension of any of the Permits.

(f) Intellectual Property .

(i) Schedule 3(g) hereto identifies all intellectual property of Target. Target owns and possesses or has a valid right to use all intellectual property of Target. Each item of intellectual property owned or available for use by Target prior to the Closing will be owned or available for use by Target on identical terms and conditions immediately after the Closing.

(ii) Target has not interfered with, infringed upon, misappropriated or otherwise come into conflict with any intellectual property rights or other proprietary rights of any third party nor has Target received any notice claiming the same. To the knowledge of Seller, no third party has interfered with, infringed upon, misappropriated or otherwise come into conflict with any intellectual property rights or other proprietary rights of Target.

(g) Broker’s Fees . Target has no obligation to pay any fees or commissions to any broker, finder or similar agent with respect to the transactions contemplated by this Agreement and Target has not dealt with any broker, finder or similar agent in connection with the transactions contemplated by this Agreement.

(h) Certain Relationships . Other than the Employment Agreement that is to be entered into upon the Closing, there are no transactions, agreements, arrangements or understandings between Target, on the one hand, and Seller, on the other hand. Without limiting the generality of the foregoing, Seller does not own any asset that is used in the business of Target.

(i) Disclosure . The information regarding Target set forth in this Agreement, in the exhibits and schedules hereto and in any statements or certificates provided or to be provided to Buyer pursuant to this Agreement is and will be correct and complete and does not and will not contain any untrue statement or omit to state a fact required to be stated therein or necessary to make the statements and facts contained therein, in light of the circumstances in which they are made, not false or misleading. Seller has provided to Buyer all information that may be material to a prospective purchaser of the Target Interest.

Seller further warrants to Buyer that, while Peter Corrao is managing the day to day activities of Target (as contemplated by the Target Operating Agreement and the Employment Agreement, respectively), Seller will serve in a diligent, professional, efficient and skillful manner and in accordance with all applicable Laws and the highest professional standards in the industry, will diligently develop and manage Target’s business and will ensure that Target’s financial performance consistently meets or performs better than the financial projections included as part of Schedule 3(e) attached hereto.

SECTION 4. Pre-Closing Covenants . The Parties agree as follows with respect to the period between the Effective Date and the Closing:

(a) General . Each Party shall use its reasonable best efforts to take all actions and to do all things necessary, proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement.

(b) Notices and Consents .

(i) Seller shall cause Target to give all necessary notices to third parties, and use its reasonable best efforts to obtain all necessary third-party consents, in connection with the transactions contemplated by this Agreement.

(ii) Each Party shall give any notices to, make any filings with and use its reasonable best efforts to obtain any consents, approvals and authorizations of any Governmental Authority that are necessary in connection with the transactions contemplated by this Agreement.

(c) Operation of Target . Seller shall not cause or permit Target to engage in any practice, take any action or enter into any transaction without the prior written consent of Buyer. Seller shall cause Target to keep all of its assets and properties, if any, substantially and materially intact and in the same conditions as existed on the Effective Date.

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(d) Full Access . Seller shall permit and cause Target to permit representatives of Buyer to have full access, at all reasonable times, upon reasonable notice, to all premises, properties, personnel, books, records, contracts and documents of or pertaining to Target, and shall furnish the representatives of Buyer with all information of or pertaining to Target as they may reasonably request.

(e) Notice of Developments . Seller shall give prompt written notice to Buyer of any event, occurrence, change, effect, development, circumstance, or condition hereafter arising or discovered that would or would be reasonably expected to cause a breach of any of the representations and warranties set forth in Sections 2(a) or 3 . No such notice or disclosure shall be deemed to prevent or cure any misrepresentation, breach of warranty or breach of covenant, or have any effect for the purpose of determining the satisfaction of the conditions to Closing set forth in Section 6 , or cause any waiver or modification of any person’s or entity’s entitlement to indemnification under Section 8 .

SECTION 5. Post-Closing Covenants . The Parties agree as follows with respect to the period after the Closing:

(a) Target Operating Agreement . The Parties shall comply with, and have the rights and obligations set forth in, the Target Operating Agreement.

(b) Employment Agreement . Peter Corrao shall comply with, and have the rights and obligations set forth in, the Employment Agreement (and Target shall also comply with, and have the rights and obligations set forth in, the Employment Agreement).

(c) Target Performance . While Peter Corrao is managing the day to day activities of Target, he shall develop and manage Target’s business and shall ensure that Target’s financial performance consistently meets or performs better than the applicable financial projections set forth in Schedule 3(e) attached hereto.

(d) Confidentiality . Seller shall treat and hold as confidential all information concerning the business and affairs of Target and Buyer that is not already generally available to the public (the “ Confidential Information ”), refrain from using any of the Confidential Information except in connection with this Agreement or as necessary in his capacity and within the scope of his authority as a manager and owner of Target, and, at the request and option of Buyer, deliver promptly to Buyer or destroy all tangible embodiments (and all copies) of Confidential Information relating that are in his possession. In the event that Seller is compelled under applicable Law, including by a subpoena or other legal process, to disclose any Confidential Information, Seller shall promptly notify Buyer in writing (unless such notice is prohibited by applicable Law) and cooperate with Buyer in any lawful effort to contest the validity or scope of such subpoena or other legal process. In the event that a protective order or other remedy is not obtained, or Buyer does not contest the compelled disclosure, Seller may disclose only that portion of the Confidential Information that is legally required to be disclosed and Seller shall use best efforts to obtain confidential treatment for any Confidential Information that is so disclosed. Any disclosure made under this Section shall not affect the confidential nature of the information disclosed.

SECTION 6. Conditions to Buyer’s Obligation to Close . Buyer’s obligation to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction of the following conditions (Buyer may waive any condition set forth in this Section if Buyer executes a writing so stating at or prior to the Closing or otherwise proceeds with the Closing):

(a) All terms of this Agreement to be complied with and performed by Seller on or before the Closing Date (but prior to the Closing) shall have been complied with and performed;

(b) All representations and warranties set forth in Sections 2(a) and 3 shall be true and correct in all respects at and as of the Closing Date;

(c) Seller shall have procured all of the third-party consents specified in Section 4(b) , as applicable, which must be final and non-appealable;

(d) There shall not have occurred any event, occurrence, change, effect, development, circumstance, or condition that, individually or in the aggregate, has had or could be reasonably expected to have a material adverse effect on the business prospects of Target;

 

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(e) Buyer shall have obtained the following from TCA Global Credit Master Fund, LP (“ TCA ”): (i) the written consent of TCA to consummate the transactions contemplated by this Agreement, and (ii) all of the financing Buyer needs in order to (x) consummate the transactions contemplated by this Agreement and (y) finance the reasonable working capital needs of Target during the initial start-up phase, all on terms and conditions reasonably satisfactory to Buyer;

(f) No action, suit, proceeding, hearing, charge, complaint, claim or demand (“ Proceeding ”) shall be pending or threatened in which an unfavorable injunction, judgment, order, decree, ruling or charge would prevent consummation of any of the transactions contemplated by this Agreement;

(g) [OMITTED] ;

(h) Seller shall have executed and delivered to Buyer and Target an executed copy of the Employment Agreement (with Seller’s signatures, including on behalf of Seller and on behalf of Target); and

(i) Seller shall have executed and delivered all other certificates, statements, instruments and other documents reasonably required by Buyer in connection with the consummation of the transactions contemplated by this Agreement.

SECTION 7. Conditions to Seller’s Obligation to Close . Seller’s obligation to consummate the transactions to be performed by him in connection with the Closing is subject to the satisfaction of the following conditions (Seller may waive any condition set forth in this Section if Seller executes a writing so stating at or prior to the Closing or otherwise proceeds with the Closing):

(a) All terms of this Agreement to be complied with and performed by Buyer on or before the Closing Date (but prior to the Closing) shall have been complied with and performed;

(b) All representations and warranties set forth in Section 2(b) shall be true and correct in all respects at and as of the Closing Date;

(c) No Proceeding shall be pending or threatened in which an unfavorable injunction, judgment, order, decree, ruling or charge would prevent consummation of any of the transactions contemplated by this Agreement;

(d) Buyer shall have executed and delivered to Seller an executed copy of the Target Operating Agreement (with Buyer’s signature);

(e) Buyer shall have delivered to Seller a copy of the Employment Agreement with Buyer’s signature on behalf of Target; and

(f) Buyer shall have tendered to Seller the portion of the Purchase Price due at the Closing as set forth in Section 1(b) .

SECTION 8. Certain Remedies .

(a) Survival of Representations and Warranties . All of the representations and warranties of the Parties contained in this Agreement shall survive the Closing (even if the damaged Party knew or had reason to know of any misrepresentation or breach of warranty or covenant at the time of Closing) and continue in full force and effect thereafter (subject to any applicable statutes of limitations).

(b) Indemnification for Buyer’s Benefit . Seller shall, to the fullest extent permitted by applicable Law, indemnify, defend and hold harmless Buyer and its directors, officers, employees, agents, representatives, lenders, successors and assigns (collectively, the “ Buyer Indemnified Parties ”) from and against all actual claims, loss, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees) that any of the Buyer Indemnified Parties may suffer or incur arising from, in connection with or relating to any of the following: (i) any breach by Seller of any representation or warranty set forth herein or in the Employment Agreement, (ii) any breach or non-performance by Seller of any covenant or agreement set forth in this Agreement or in the Employment Agreement, (iii) any act or omission of Seller in the capacity of manager and/or employee of Target, and (iv) any fraud of Seller.

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(c) Indemnification for Seller’s Benefit . Buyer shall, to the fullest extent permitted by law, indemnify, defend and hold harmless Seller from and against all actual claims, loss, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees) that Seller may suffer or incur arising from, in connection with or relating to any of the following: (i) any breach by Buyer of any representation or warranty set forth in Section 2(b) , (ii) any breach or non-performance by Buyer of its covenants or agreements set forth in this Agreement, and (iii) any fraud of Buyer.

(d) Other Provisions Related to Indemnification .

(i) Seller or Buyer Indemnified Party, as applicable (each, an “ Indemnified Person ”) seeking indemnification hereunder shall give to Buyer or Seller, as applicable (the “ Indemnifying Party ”), a notice (a “ Claim Notice ”) describing in reasonable detail (if then known) the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision(s) upon which such claim is based (including, to the extent available, a copy of such claim if such claim is in writing and copies of all other relevant documentation with respect to such claims).

(ii) A Claim Notice in respect of any Proceeding as to which indemnification will be sought shall be given promptly by the Indemnified Person to the Indemnifying Party; provided, however, that no delay on the part of the Indemnified Person in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced.

(iii) The Indemnifying Party may not consent to the entry of any judgment, settle any claim or admit any liability on the part of any Indemnified Person without such Indemnified Person’s prior written consent, which shall not be unreasonably withheld.

(iv) The indemnification provisions in this Agreement are in addition to any statutory, equitable or common law remedy that any party may have with respect to any other party, or the transactions contemplated by this Agreement.

(v) Seller agrees that he will not make any claim for indemnification against Target (including, without limitation, by reason of the fact that he is or was a member, manager, officer, employee, agent or representative of Target) with respect to or in connection with any Proceeding brought by Buyer against Seller.

(e) Set-Off . Notwithstanding anything to the contrary set forth in this Agreement, the Employment Agreement or any other contract, whenever under this Agreement (including, without limitation, under Section 8 ) any amount is recoverable from or payable by Seller to Buyer (or to any Buyer Indemnified Party), at Buyer’s election the same may be deducted from any amount then due or which at any time thereafter may become due to Seller under this Agreement, the Employment Agreement or any other contract between Seller, on the one hand, and Buyer, on the other hand.

SECTION 9. Termination .

(a) This Agreement may be terminated as set forth below:

(i) The Parties may terminate this Agreement by mutual written consent at any time prior to the Closing.

(ii) Buyer may terminate this Agreement upon written notice to Seller at any time prior to the Closing in the event Seller has breached any representation, warranty, or covenant set forth in this Agreement.

(iii) Any Party may terminate this Agreement upon written notice to the other at any time prior to the Closing if the conditions to the terminating Party’s obligation to consummate the transactions to be performed by it in connection with the Closing shall not have been satisfied (or waived) as set forth herein on or before December 31, 2016 other than due to a breach or the fault of the terminating Party.

(b) If any Party terminates this Agreement pursuant to Section 9(a) , all rights and obligations of the parties hereto hereunder shall terminate without liability of any party to any other party (except for (i) any rights and obligations which have accrued or arisen under Section 8 as of or prior to such termination and (ii) any liability of any Party which has accrued or arisen from any breach of this Agreement or any fraud as of or prior to such termination).

 

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SECTION 10. Miscellaneous .

(a) Press Releases and Public Announcements . Neither Seller, nor anyone acting on his behalf, shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written consent of Buyer.

(b) Expenses . Each Party shall bear its own costs and expenses, including counsel and other professional fees, relating to the transactions contemplated by this Agreement.

(c) Recovery of Costs . In any action between any of the Parties seeking enforcement of any of the provisions of this Agreement or in connection with the rights and obligations of any Party hereunder, the prevailing Party in such action shall be entitled to recover from the non-prevailing Party, in addition to any other relief to which it may be entitled, its reasonable costs and expenses and reasonable attorneys’ fees.

(d) No Third Party Beneficiaries . Except as expressly set forth herein, this Agreement shall not confer any rights or remedies upon any person or entity other than the Parties and their respective successors and permitted assigns.

(e) Succession and Assignment . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns; provided, however, that Seller may not transfer or assign this Agreement (in whole or in part) or any of his respective rights, interests, or obligations under this Agreement without the prior written consent of Buyer in each case. Any assignment in violation of this Section 10(f) shall be null and void.

(f) Amendments and Waivers . No amendment of any provision of this Agreement shall be valid unless the same shall be set forth in a writing executed by the Parties. No waiver of any provision of this Agreement shall be valid unless the same shall be set forth in a writing executed by the Party making such waiver. No waiver of any provision of this Agreement in any one or more instances shall be deemed to be or construed as a further or continuing waiver of that provision.

(g) Notices . All notices, requests, demands, claims and other communications under this Agreement will be in writing and will be deemed to have been duly given (a) when delivered personally to the recipient, (b) one (1) business day after being sent to the recipient by reputable overnight courier service (charges prepaid), or (c) four (4) business days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and in each case addressed to the intended recipient as set forth below.

(i) If to Buyer, to:

Artec Global Media, Inc.

Attn: Caleb Wickman

249 South Highway 101 #324

Solana Beach, California 92075

With a copy at the same time to (which shall not constitute notice):

Westerman Ball Ederer Miller Zucker & Sharfstein, LLP

Attn: Alan C. Ederer, Esq.

1201 RXR Plaza

Uniondale, NY 11556

(ii) If to Seller, to:

Peter Corrao

609 Rte 109 2D

West Babylon, NY 11704

 

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(i) Severability . If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect under any applicable Law in any jurisdiction, the Parties agree (i) such provision will be enforced to the maximum extent permissible under the applicable Law, and (ii) any invalidity, illegality, or unenforceability of such provision will not affect any other provision of this Agreement and this Agreement shall otherwise remain in full force and effect.

(j) Construction . The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

(k) Exhibits and Schedules . The exhibits and schedules identified in this Agreement are incorporated by reference and are made a part of this Agreement.

(l) Specific Performance . Seller acknowledges and agrees that Buyer would be irreparably harmed in the event any provision of this Agreement is not performed in accordance with its specific terms or otherwise is breached, it is and will continue to be difficult to ascertain the nature, scope and extent of such harm, and a remedy at law for such failure or breach will be inadequate. Accordingly, Seller acknowledges and agrees that Buyer shall, in addition to any and all other remedies available, be entitled to specific performance and/or other equitable remedies (including, without limitation, a temporary restraining order, preliminary injunction and/or permanent injunctive relief) to prevent breaches of the provisions of this Agreement and to enforce specifically the provisions of this Agreement.

(m) Headings . The headings used in this Agreement are inserted for convenience and ease of reference only and in no way limit the scope or intent of this Agreement or any provision hereof.

(n) Survival . The provisions of this Agreement that would require that they survive the Closing of this Agreement in order to give them full force and effect will survive the Closing, including, without limitation, Sections 1(e) , 2 , 3 , 5 , 8 and 10 . Likewise, the provisions of this Agreement which would require that they survive the termination of this Agreement in order to give them full force and effect will survive the termination of this Agreement.

(o) Governing Law . This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, without regard to any conflict or choice of law provisions thereof. Each Party hereby knowingly waives its rights to the application of the laws of any other jurisdiction to this Agreement or any dispute arising from, based on, or related to this Agreement.

(p) WAIVER OF THE RIGHT TO TRIAL BY JURY . EACH PARTY HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING FROM, BASED ON, OR RELATED TO, THIS AGREEMENT AND/OR ANY OTHER BUSINESS RELATIONSHIP BETWEEN THE PARTIES.

(q) Entire Agreement . This Agreement (including the documents referred to herein) constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior understandings, negotiations, discussions and agreements to the extent that they relate in any way to the subject matter hereof.

(r) Counterparts . This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement. In the event that any signature to this Agreement is delivered by facsimile or by e-mail delivery of a “.pdf” format file, such signature shall be deemed an original for all purposes and shall create a valid and binding obligation of the Party executing the same with the same force and effect as if such facsimile or “.pdf” format signature page was an original thereof.

[SIGNATURE PAGE FOLLOWS]

 

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

BUYER:
ARTEC GLOBAL MEDIA, INC.,
	a Nevada corporation
By:	/s/ Caleb Wickman
	Caleb Wickman
	President
SELLERS:
PETER CORRAO,
	an individual
/s/ Peter Corrao
ELIZABETH HONEYCUTT,
	an individual
/s/ Elizabeth Honeycutt
For purposes of Sections 3 , 8(b) and 8(d):
TARGET:
SILO MARKETING & FUNDING LLC,
	a Delaware limited liability company
By:	/s/ Peter Corrao
	Peter Corrao
	Member and Authorized Signatory

[Signature page to the Purchase Agreement]

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EXHIBIT A

FORM OF TARGET OPERATING AGREEMENT

[INTENTIONALLY OMITTED FROM EXHIBIT 10.8 TO FORM 8-K]

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EXHIBIT B

FORM OF EMPLOYMENT AGREEMENT

[INTENTIONALLY OMITTED FROM EXHIBIT 10.8 TO FORM 8-K]

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SCHEDULES

[INTENTIONALLY OMITTED FROM EXHIBIT 10.8 TO FORM 8-K]

13