Promissory Note between the Company and Everest Credit LP dated June 6, 2022

EXHIBIT 10.11

P R O M I S S O R Y  N O T E

FOR VALUE RECEIVED, and on the date first above written (the “Effective Date”), Metro One Telecommunications, Inc., a Delaware corporation (together with its successors and assigns, the “Maker”), promises to pay to the order of [Everest Credit LP] or its registered assigns or successors in interest (the “Payee”) the principal sum of One Hundred Thousand Dollars ($100,000.00) (the “Face Amount”), in lawful money of the United States of America, on the terms and conditions set forth in this Promissory Note (this “Note”), as consideration for the Payee’s advance of a loan to Maker on the Effective Date (the “Advance”).

1. Principal. The principal balance of this Note shall be payable on October 3, 2022 (the “Maturity Date”). The principal balance may be prepaid at any time prior to the Maturity Date at the discretion of the Maker. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

2. Interest.

(a) The unpaid principal balance of this Note shall bear interest from and including the date of issuance until all obligations of the Maker hereunder are paid in full at a rate of one percent (12.0%) per annum. Accrued and unpaid interest is due and payable monthly in arrears in cash, commencing on July 1, 2022 in accordance with Section 4 (the “Monthly Interest Payments”).

(b) All computations of interest hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

3. Advance; Use of Proceeds. The Maker acknowledges that on the Effective Date, the Payee made the Advance, funded directly to Maker in accordance with wire instructions provided to Payee by Maker in an amount equal to the Face Amount. The Maker and its subsidiaries shall use the proceeds of the Advance for general corporate and working capital purposes.

4. Payments.

(a) Each Monthly Interest Payment due under the Note (other than at the Maturity Date) shall be payable in cash to the Payee by the Maker in accordance with the wire instructions set forth on Schedule A hereto or in accordance with instructions provided by the Payee.

(b) The outstanding principal balance of the Note shall be payable in cash on the Maturity Date, when all when all unpaid principal of, and accrued and unpaid interest on the Note shall be due and payable in cash to Payee in accordance with the wire instructions set forth on Schedule A hereto or in accordance with instructions provided by the Payee.

(c) Whenever any payment owed under the Note shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may be. As used herein, “Business Day” means a day of the year on which banks are not required or authorized to close in New York, New York.

5. Costs and Expenses. The Maker agrees to reimburse the Payee for all out-of-pocket costs and expenses, including, without limitation, attorneys’ fees, incurred by the Maker in connection with the (i) collection of any sums due under this Note; and (ii) enforcement of this Note (including, without limitation, any costs and expenses of any third party provider engaged by Payee for such purpose).

6. Application of Payments. All payments shall be applied as follows:

(a) First, to Payee for reimbursable costs and expenses incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees;

(b) Second, to Payee to pay interest due and payable in respect of the Note until paid in full;

(c) Lastly; to Payee to pay principal balance of this Note until paid in full.

7. Events of Default. The following shall constitute an event of default (each, an “Event of Default”):

(a) Failure to Make Required Payments. Failure to make any payment of the principal or interest on or other payments owing in respect of this Note, free of any claim of subordination, within five (5) Business Days following the date when due; or

(b) Intentionally Omitted; or

(c) Breach of Covenant. Maker shall fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach of this Note, and such failure or breach shall not, if subject to the possibility of a cure by the Maker, have been remedied within five (5) Business Days after the date on which notice of such failure or breach shall have been given; or

(d) Voluntary Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy, insolvency, reorganization, rehabilitation or other similar action, or the consent by it to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing; or

(e) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of maker in an involuntary case under any applicable bankruptcy, insolvency or similar law, for the appointing of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

8. Remedies.

(a) Upon the occurrence of an Event of Default specified in Sections 7(a) or 7(c) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, any accrued and unpaid interest thereon, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

(b) Upon the occurrence of an Event of Default specified in Sections 7(d) or 7(e), the unpaid principal balance of this Note, any accrued and unpaid interest thereon, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

9. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

10. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

11. Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at the following addresses (or at such other addresses as shall be specified by notice given in accordance with this Section 11):

If to Maker:

Metro One Telecommunications, Inc.

Email: ***@***

Attention: Bianca Meger, Chief Executive Officer

If to Payee:

Everest Credit L.P

Email: ***@***, ***@***

Attention: Irena Gura, Back Office.

12. Role of Counsel. Each party hereto acknowledges and agrees that Olshan Frome Wolosky LLP (“OFW”) has in the past served as counsel to both parties, but does not represent either party with respect to the negotiation and documentation of this Note. Each party acknowledges and agrees that it does not have an attorney-client relationship with OFW with respect to the negotiation and documentation of this Note, that no such relationship with respect thereto will arise, and that OFW is not providing legal or tax advice in respect thereof. Each party also represents and warrants that, in the event of litigation or arbitration between it and the other party hereto, such party will not seek the removal of OFW as counsel to the other party or to the Company or any of their respective affiliates or related entities for any purported conflict of interest or attorney-client relationship allegedly existing between OFW and such party, and waives any purported or actual conflict of interest.

13. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

14. Jurisdiction. The courts of New York have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this agreement) and the parties submit to the exclusive jurisdiction of the courts of New York.

15. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

16. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

17. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

18. Further Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to be executed and done by any other necessary party) all such deeds, documents, acts and things as the Payee may from time to time require as may be necessary to give full effect to this Note.

[Signature Page Follows]

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed on the day and year first above written.

Acknowledged and agreed to as of

the day and year first above written:

PAYEE:

[Signature Page to Promissory Note]

Schedule A

Wire Instructions (for payments to Payee)

________________________

¹ Add Everest Credit LP wire instructions (for purpose of receiving payments of interest and principal).