10% Convertible Promissory Note dated January 23, 2020

Exhibit 10.2

Exhibit A

THESE SECURITIES AND THE SECURITIES INTO WHICH THEY CONVERT HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND COMPANY RESTRICTIONS.

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, EDISON NATION, INC., a Nevada corporation, its successors and assigns (the “Company) promises to pay to the order of Greentree Financial Group, Inc., a Florida corporation (“Holder”), in immediately available funds, the aggregate principal amount set forth below (the “Principal Amount”), plus all accrued interest thereon, in accordance with the terms of this Convertible Promissory Note (“Note”).

Initial:   CF  

Initial:   CF  

Initial:   CF  

This Note will have registration rights. The Company shall prepare and file with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (the “Form S-1” or “Registration Statement”) within 30 days of the Effective Date to cover two times the Common Stock underlying the Note conversion based on the lower of the conversion price of $2.00 or the Alternative Conversion Price. The Form S-1 must be effective within 105 days from the Effective date of this Note. There shall be monthly liquidated damages of $35,000 if the Registration Statement is not filed within 30 days from the Effective Date and/ or declared effective within 105 days from the Effective Date of this Note, which damages shall accrue each month until the applicable breach (failure to timely file, failure to timely have declared effective, or both) has been cured. The parties acknowledge and agree that damages which will result to Holder for Company’s failure to timely file or have declared effective the Registration Statement shall be extremely difficult or impossible to establish or prove, and agree that the payment of $35,000 per month is a reasonable estimate of potential damages and shall constitute liquidated damages for any breach of this paragraph. Any amounts due under this Section shall be paid by the fifth (5th) day of the month following the month in which they accrued or, at the option of Holder, added to the principal of this Note. The legal fees associated with filing the Form S-1 shall be paid by Company.

Initial:   CF  

There will be no cure period available for the Event of Default as defined in Section 11(d),11(e) and 11(n); Upon the occurrence of any other Event of Default, and provided such Event of Default as defined in Section 11, has not been cured by the Company within ten (10) business days written notice, after the occurrence of such Event of Default (except a payment default of any interest, principal and/or other amount when due, of which no cure period is available), the Holder, may, by written notice to the Company, declare all or any portion of the unpaid Principal Amount due to Holder, together with all accrued interest thereon, immediately due and payable (without advanced notice as may otherwise by required hereunder); provided that upon the occurrence of an Event of Default as set forth in paragraph (d) or paragraph (e) hereof, all or any portion of the unpaid Principal Amount due to Holder, together with all accrued interest thereon, shall immediately become due and payable without any such notice. There shall be a default charge equal to 5% of the sum of any unpaid principal plus any interest accrued as of the default date. Upon the occurrence of an uncured Event of Default as set forth in paragraph (n), a monthly penalty of $35,000 is payable to Holder until Form S-1 takes effective. Any amounts due under this Section shall be paid by the fifth (5th) day of the month following the month in which they accrued. Holder shall also have all other remedies available under law and equity.

Initial:   CF  

In the event that Holder at its sole discretion elects to allow the Company to continue with repayment of the principal and interest on this Note after an Event of Default, the interest rate on the unpaid principal of this Note will change to 18% or the highest interest rate currently allowable under Nevada law for loans of this amount (the “Default Interest Rate”). In the event of any changes under Nevada law relating to the increases or decreases of allowable interest rates, this Note will be changed to the highest amount allowable under Nevada law without notification or further ratification. As of the date of Default or any Event of Default, assuming the Holder allows reinstatement or continuation of this Note, the Default Interest Rate shall become the new rate of interest on this Note.

Any payments that the Holder allows under this section shall be made through a wire transfer of funds or Certified Check.

Upon the occurrence of any Event of Default, the Holder at any time, at its sole discretion, may elect to immediately (without prior notice) convert the outstanding Principal Amount of this Note, or any portion of the Principal Amount hereof, and any accrued interest, in whole or in part, into shares of the Common Stock, according to the terms of this Note.

If to the Company:

EDISON NATION, INC.

909 New Brunswick Ave

Phillipsburg, NJ 08865

Attn: Christopher Ferguson

If to the Holder:

Greentree Financial Group, Inc.

7951 S.W. 6th Street, Suite 216

Plantation, Florida 33324

Attn: R. Chris Cottone

Initial:   CF  

In witness whereof, the below parties signed and sealed this Note as of above date written.

EDISON NATION, INC.

(“COMPANY”)

Initial:   CF