Electronically Filed

8/18/2021 1:40 PM
Steven D. Grierson
CLERK OF THE COURT
1
MODR
2 PETER L. CHASEY, ESQ.
Nevada Bar No. 007650
3 CHASEY LAW OFFICES
3295 N. Fort Apache Road, Suite 110
4 Las Vegas, Nevada 89129
Tel: (702) 233-0393 Fax: (702) 233-2107
5
email: peter@chaseylaw.com
6 Attorney for Custodian
CUSTODIAN VENTURES, LLC
7
EIGHTH JUDICIAL DISTRICT COURT
8
CLARK COUNTY, NEVADA
9
In the Matter of ) CASE NO.: A-20-810012-B
10 ) DEPT NO.: XI
PETRONE WORLDWIDE, INC., a Nevada )
11 Corporation [Nevada Entity No. C29048-1998], ) HEARING REQUESTED
)
12
(Petition of Custodian Ventures, LLC) )
13 ______________________________________ )

14

15
MOTION TO BAR UNASSERTED CLAIMS AND TERMINATE CUSTODIANSHIP
16

17

18 Custodian Ventures, LLC, the Court Appointed Custodian (“Custodian”) of PETRONE

19
WORLDWIDE, INC. (hereinafter “PFWIQ”), hereby moves this Court to Bar all Unasserted Claims
20
against PFWIQ and Terminate the Custodianship of PFWIQ.
21
This motion is made and based on the papers and pleadings on file in this case, NRS 78.347,
22

23 NRS 78.635, and NRS 78.675, and any oral argument this Court entertains at the hearing on this matter.

24 ///
25 ///
26
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27
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28

- 1 -

Case Number: A-20-810012-B

1
MEMORANDUM OF POINTS AND AUTHORITIES
2
I.
3
INTRODUCTION
4
On March 25, 2020, pursuant to NRS 78.347, this Court appointed Custodian Ventures, LLC
5

6 (“Custodian”) to reinstate and rehabilitate PFWIQ, an abandoned Nevada corporation. 1 The Custodian

7 has completed its duties as Custodian. This Court required written claims from PFWIQ’s creditors and
8
claimants; three (3) claims were asserted, and the Custodian has been unable to resolve these claims.
9
Nevertheless, having reinstated PFWIQ, and having rehabilitated PFWIQ to the extent of the
10
Custodian’s resources, the Custodian now moves this Court to bar all unasserted claims against PFWIQ
11
and terminate the Custodianship of PFWIQ.
12

13 II.

14 REINSTATEMENT OF THE ABANDONED CORPORATION

15
The Custodian has completed all duties required by Nevada law and this Court’s Order to
16
rehabilitate the Nevada Corporation pursuant to Chapter 78 of the Nevada Revised Statutes.
17
The Custodian reinstated the Nevada corporation, 2 and Amended the Articles of
18
Incorporation. 3 The Custodian gave PFWIQ shareholders, Notice of a Shareholder Meeting 4, and held
19

20 the Meeting of Shareholders. 5 The Custodian also caused PFWIQ to designate 6 and issue 7 preferred

21

22 1
See Notice of Entry of Order Appointing Custodian, March 25, 2020 (per EDCR 2.27(e), documents
23 on file with the Clerk of the Court will not be attached as exhibits).
2
See NRS 78.347(3)(a); see also Certificate of Reinstatement, April 2, 2020 (Exhibit 1).
24 3
See NRS 78.347(4); see also Certificate of Amendment by Custodian, April 2, 2020 (Exhibit 2).
4
See NRS 78.347(3)(b); see also Notice of Meeting of Shareholders, June 8, 2020, and Affidavit of
25 Mailing, June 8, 2020 (collectively Exhibit 3).
26
5
See NRS 78.347(3)(c); see also Minutes of Meeting of Shareholders, June 18, 2020 (Exhibit 4).
6
See NRS 78.347(6) and Notice of Entry of Order Appointing Custodian, p.2, ¶ 4, March 25, 2020; see
27 also Certificate of Designation, May 27, 2020 (Exhibit 5).
7
See NRS 78.347(6) and Notice of Entry of Order Appointing Custodian, p.2, ¶ 4, March 25, 2020; see
28 also Board of Directors Consent, April 21, 2020 (Exhibit 6).

- 2 -
1
shares to the Custodian in consideration for funds needed to reinstate the abandoned Nevada corporation.
2
The Custodian has also submitted regular reports to this Court on its progress. 8
3
III.
4
EFFORTS TO REHABILITATE THE ABANDONED CORPORATION
5

6 On September 2, 2020, pursuant to NRS 78.675, this Court required all claimants and creditors

7 of PFWIQ submit written proof of claim. 9 The proof of claims process set forth in Chapter 78 is a critical
8
piece of the rehabilitation of abandoned Nevada corporations so that the corporation may resume
9
business operations with a clean and clear financial slate.
10
Following publication as directed by the Court, 10 claims were made by (1) Adar Bays LLC, 11
11
(2) EMA Financial, LLC, 12 and (3) Auctus Fund, LLC. 13 Despite efforts by the Custodian, resolution of
12

13 the three (3) asserted claims could not be negotiated, which – unfortunately for the corporation and its

14 shareholders – means meaningful rehabilitation of PFWIQ is not feasible at this time. The Custodian
15
takes no position on the validity of these 3 claims but is not in the position to ask this Court for any relief
16
confirming or denying the claims against PFWIQ by Adar Bays, LLC, EMA Financial, LLC and Auctus
17
Fund, LLC.
18
Based on the Custodian’s publication of this Court’s Order Requiring Written Proofs of Claim
19

20 from all creditors and claimants of PFWIQ, however, the Custodian does ask this Court to bar all

21 unasserted claims against PFWIQ from further presentation to PFWIQ. 14

22

23
8
See Custodian Status Reports, filed October 9, 2020, April 22, 2021, May 20, 2021, and July 1, 2021.
9
See Notice of Entry of Order Requiring Written Proofs of Claim, filed September 2, 2020.
24 10
See Affidavit of Publication, filed October 1, 2020.
11
See Proof of Claim from Adar Bays LLC, September 30, 2020 (Exhibit 7).
25 12
See Proof of Claim from EMA Financial, LLC, October 1, 2020 (Exhibit 8).
26
13
See Notice of Conversion, Auctus Fund, LLC), August 26, 2020, and Default Judgment, October 3,
2019 (USDC 17-CV-12335-DJC) (collectively attached as Exhibit 9).
27
14
See NRS 78.675 (“all creditors and claimants failing to [submit timely proofs of claim], shall by the
direction of the court be barred from participating in the distribution of the assets of the corporation”);
28 see also Notice of Entry of Order Requiring Written Proofs of Claim, pp.2-3, ¶ 3 (service by mail) and
p.4, ¶ 4 (service by publication); September 2, 2020; see also Affidavit of Publication, October 1, 2020.

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1
IV.
2
CONCLUSION
3
Based on the foregoing, the Court appointed Custodian of and for PFWIQ, respectfully
4
requests that this Court issue its Order Barring All Unasserted Claims and Terminating the Custodianship
5

6 of PFWIQ. 15

7 Dated this 18th day of August, 2021.

8
CHASEY LAW OFFICES
9

10
Peter Chasey__________
11 PETER L. CHASEY, ESQ.
Nevada Bar No. 007650
12
3295 N. Fort Apache Road, Suite 110
13 Las Vegas, Nevada 89129
Tel: (702) 233-0393 Fax: (702) 233-2107
14 email: peter@chaseylaw.com
Attorney for Custodian
15 CUSTODIAN VENTURES, LLC
16

17

18

19

20

21

22

23

24

25

26

27

28 15
See Proposed Order Barring Unasserted Claims and Terminating Custodianship (Exhibit 10).

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Filed in the Office of Business Number
C29048-1998
Filing Number
20200590233
Secretary of State Filed On
4/2/2020 2:52:00 PM
State Of Nevada
Number of Pages
3
Filed in the Office of Business Number
C29048-1998
Filing Number
20200590723
Secretary of State Filed On
4/2/2020 2:52:00 PM
State Of Nevada
Number of Pages
1
EXHIBIT 3
 Petrone Worldwide, Inc.,
a Nevada corporation

NOTICE OF MEETING OF SHAREHOLDERS

PURSUANT TO §78.310 et seq, Nevada Revised Statutes
To Be Held on June 18, 2020

To the Shareholders of Petrone Worldwide, Inc., a Nevada corporation:

NOTICE IS HEREBY GIVEN that a Meeting of Shareholders of Petrone Worldwide, Inc., a

Nevada corporation (the “Company”), pursuant to §78.310 et seq., Nevada Revised Statutes, will
be held on June 18, 2020, at 10:00 o’clock a.m., Eastern Standard Time, at 1185 Avenue of the
Americas, 3rd Floor, New York, NY 10036 (conference all-in information: (712) 770-3825,
Access: 371358#), for the following purpose:

1. To elect a board of directors. To elect David Lazar as Director. Directors shall be elected by
a majority vote of the quorum. At the meeting, holders of stock entitled to vote for the
election of directors shall be entitled to nominate candidates for election as director.

The Interim Board of Directors has fixed the close of business on May 28, 2020, as the record date
for determining the shareholders entitled to notice of, and to vote at, the meeting or any
adjournment thereof. Holders of voting stock of all classes of the Company at the close of business
on the record date will be entitled to notice of, and to vote at, the meeting and any adjournment
thereof.

All shareholders are cordially invited to attend the Meeting of Shareholders on June 18, 2020.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND
PROMPTLY RETURN THE ENCLOSED PROXY CARD, WHICH YOU MAY REVOKE
AT ANY TIME PRIOR TO ITS USE. Your shares will be voted at the meeting in accordance
with your proxy. If you attend the meeting, you may revoke your proxy and vote in person.

Sincerely,

David Lazar
David Lazar
Interim Director and Officer
 Petrone Worldwide, Inc.,
a Nevada corporation

PROXY CARD FOR MEETING OF SHAREHOLDERS

To Be Held on June 18, 2020

The undersigned shareholder of record of Petrone Worldwide, Inc., a Nevada corporation (the
“Company”), hereby appoints DAVID LAZAR with full power of substitution, as proxy to cast all votes
which the undersigned shareholder is entitled to cast at the Meeting of Shareholders to be held June 18,
2020, at 10:00 o’clock a.m., Eastern Standard Time, at 1185 Avenue of the Americas, 3rd Floor, New York,
NY 10036 (conference all-in information: (712) 770-3825, Access: 371358#), or any adjournments
or postponements thereof upon the matters listed herein and in their discretion upon such other matters as
may properly come before the meeting.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. UNLESS DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED AS FOLLOWS:

1) In regard to the proposed election of new directors, to nominate each of the following persons as
a candidate for election as director of the Company.

David Lazar

Each person(s) named herein as my appointed proxy is hereby granted full and complete authority and
discretion to act on my behalf and to vote my shares in the election of new directors of the Company.

CHECK ONE OF THE FOLLOWING AND RETURN THIS DOCUMENT

FOR AGAINST ABSTAIN

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THIS PROXY STATEMENT AND

HEREBY REVOKES ANY PROXY OR PROXIES PREVIOULSY GIVEN. PLEASE SIGN, DATE AND
RETURN THIS PROXY CARD TODAY VIA U.S. MAIL TO Petrone Worldwide, Inc., c/o
McMurdo law Group, LLC, 1185 Avenue of the Americas, 3rd Floor, New York, NY 10036.

Signature Date

Print name

Please sign above exactly as your name appears on your share certificate. If shares are registered in more
than one name, all such persons should sign. A corporation should sign in its full corporate name by a
duly authorized officer, state his/her title. Trustee(s), guardian(s), executor(s) and administrator(s) should
sign in their official capacity, giving their full title as such. If a partnership, please sign in the partnership
name by authorized person(s). If you receive more than one Proxy Card, please sign and return all such
cards to Petrone Worldwide, Inc., c/o McMurdo Law Group, LLC, 1185 Avenue of the Americas, 3rd Floor,
New York, NY 10036
 AFFIDAVIT OF MAILING

The following applies to this mailing Job# s125499. I mailed Petrone Worldwide, Inc. Notice of Meeting of
Shareholder, to the addressee(s) set forth below, by depositing a copy post marked 1st class mail, in an official
depository under the exclusive care and custody of the United States Postal Service, in New York City on
6/3/2020. Mailing Address: Petrone Worldwide Shareholder's List

Signature: Date: 6/08/2020

6/5/2020 USPS PostalOne!

Company Detail
Company Name
Address
Contact Name
Phone Number
Profit Indicator

PS Form 3607R - Mailing Transaction Receipt

Account Holder Account Number 9000010743
Account Holder Permit Number 14
Account Holder Permit Type PI
Account Holder CRID 5009892
Post Office of Permit HICKSVILLE NY 11802-9998
Post Office of Mailing HICKSVILLE NY 11802-9998
Post Office of Permit Cost Center 353775-0258
Post Office of Mailing Cost Center 353775-8027
Mailing Agent Name
Mailing Agent CRID
Mail Owner Name Petrone Worldwide Inc
Mail Owner CRID 31187222
JOB ID 00050765
Customer Reference ID 50765 Print Edgar CustodianVentures
CAPS Transaction Number N/A
Class of Mail First-Class Mail and First-Class Package Service
Processing Category Letters (may include Postcards)
Postage Statement ID 382253938
Mailing Group ID 271287207
Mailer's Mailing Date 06/03/2020
Mailer Declared Total Pieces 300 pcs.
Mailer Declared Total Weight 7.8900 lbs.
Mailer Declared Weight of a single-piece 0.0263 lbs.
USPS Determined Total Pieces 300 pcs.
USPS Determined Total Weight 7.8900 lbs.
USPS Determined Weight of a single-piece 0.0263 lbs.
Total Number of Containers 1
Total Adjusted Postage $ 150.00
Payment Date and Time 06/03/2020 18:02
Payment Transaction Number 202015517022216M0
Adjustment Transaction Number
Mailer Figures Adjusted? No
Person authorizing adjustment
Name
Phone Number
Acceptance Site Mailer ID
Clerk Initials MEH
Mail Arrival Date and Time 06/03/2020 18:01

https://www.uspspostalone.com/PostageProcessingWeb/receipt.do?popup=yes&pstg_stmt_seq_no=382253938&tran_seq_no=1102236116&digest=FtkrlzsdhPTkvXjsC9IDfM%2FhRUI%3D 1/2
EXHIBIT 4
 Minutes of:
Petrone Worldwide,
Inc. of Shareholders
June 18, 2020

A Meeting of the Shareholders of the Common Stock and Preferred Stock

of Petrone Worldwide, Inc. (the “Company”) was held at Conference
information: 605-475-4120, Access: 1918754#. The meeting was
properly noticed pursuant to the By-Laws of the Company and the Nevada
Revised Statutes.
Persons in attendance on behalf of the Company were:

David Lazar

1. David Lazar, the Company’s President, called the meeting to order at 10:00 a.m. EST

2. David Lazar acted as the Secretary of the Meeting.

3. The eadi g f he N ice f Mee i g a di e ed i h ba ed am i made, d l

seconded and properly acted upon.

4. David Lazar presented a written affidavit attesting to the mailing of the Notice of Meeting
and Proxy Statement, Form of Proxy and other related documents. All such items were
mailed on or about May 28, 2020 to the shareholders of record as of May 18, 2020.

5. David Lazar directed that the written affidavit and copies of the Notice of Meeting and Proxy
Statement, Form of Proxy and other related documents be filed with the Minutes.

6. David Lazar directed that the list of the names, addresses and number of shares owned by the
shareholders of record of the Company as of the close of business on May 18, 2020 the
record date, be filed with the Minutes.

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7. David Lazar informed all in attendance that as of the close of business on June 8, 2020
the record date, there were 8,054,550 shares of Common Stock
present and entitled to vote at the Meeting.

8. David Lazar appointed himself to serve as the Inspector of Election for the Meeting, ordered
his oath of office to be filed with the Secretary of the Meeting, and directed that the oath be
filed with the Minutes.

9. David Lazar also appointed himself to act as Proxy Agent for the Meeting.

10. David Lazar directed that any persons in attendance who wished to submit proxies should
present them to the Proxy Agent at this time. David Lazar, as manager of Custodian
Ventures, LLC, a Wyoming limited-liability company, submitted his votes by proxy and the
votes of other shareholders who had appointed David Lazar as their proxy.

11. David Lazar directed that any shareholder who intended to vote in person to identify
themselves to the Inspectors of Election. No person identified themselves as voting in
person.

12. David Lazar directed the Inspector of Election to report on the number of shares present in
person or by proxy.

13. David Lazar, Inspector of Election, reported that o common shares and and
0 Preferred were present by proxy, that 0 shares, or 0% of shares eligible to vote,
were present in person, and that a quorum was present for all purposes.

14. David Lazar opened the first order of business, the election of Directors to serve until the
next Annual Meeting of Shareholders or until their successors are elected and qualified.

15. The names of those individuals nominated to be Directors of the Company was announced.

16. David Lazar directed the Inspector of the Election to report to the Meeting the results of the
election.

///

///
17. David Lazar, Inspector of Election, reported the results of the election as follows:

For David Lazar as a Director, 8,054,550 Common shares

and 0 Preferred cast FOR, shares cast AGAINST, and 0
shares 0 ABSTAINED; shares appearing by proxy failed to elect a voting
option.
18. David Lazar declared that David Lazar has been duly elected as Director of the Company to
serve until the next Annual Meeting of the Shareholders or until a successor has been elected
and qualified.

19. David Lazar directed the Inspector of Election to submit his written report of the votes taken
at the Meeting along with proxy totals and ballots of those shareholders voting in person.
The written report, proxy totals, and ballots were submitted to the Secretary of the Meeting.

20. A motion was made that the following resolution be adopted:

RESOLVED, ha he Re f he I ec f E ec a g h proxy totals

and ballots of those shareholders voting in person be accepted and made a part of
the Minutes of this Meeting.

21. The motion was duly seconded.

22. David Lazar asked if there were any objections to the motion. Hearing no objections, Mr.
Lazar declared the motion carried.

23. A motion was made to adjourn the Meeting. The motion was duly seconded.

24. David Lazar asked if there were any objections to the motion. Hearing no objections, the
Meeting was adjourned.

///

///

///

///

///
I attest that the above Minutes fairly and accurately reflect the business before the Meeting of the
Shareholders for Common & Preferred Stock of Petrone Worldwide, Inc. a Nevada
corporation, on June 18, 2020 to the best of my knowledge and belief.

ATTEST: David Lazar

David Lazar
Secretary of the Meeting
June 18, 2020
EXHIBIT 5
Filed in the Office of Business Number
C29048-1998
Filing Number
20200685783
Secretary of State Filed On
5/27/2020 9:01:00 AM
State Of Nevada
Number of Pages
9
  
 
 
 
EXHIBIT 6 
 WRITTEN CONSENT TO ACTION WITHOUT MEETING OF THE
BOARD OF DIRECTORS OF
Petrone Worldwide, Inc.
A NEVADA CORPORATION

The undersigned, being all of the duly appointed and acting members of the Board of Directors of Petrone
Worldwide, Inc., a Nevada corporation (the “Corporation”), do hereby consent to the adoption of, and do hereby
adopt, the following resolutions with the same force and effect as if adopted at a meeting of the Board of Directors
duly called and held, pursuant to Section 78.315(2) of the Nevada Revised Statutes and pursuant to the bylaws of
the Corporation.

1. Issuance of Preferred Stock

WHEREAS the Board of Directors of the Corporation (the “Board”) has determined that it is in the best interests
of the Corporation to issue to Custodian Ventures LLC, a Wyoming limited-liability company, 9,000,000 shares
of Series B preferred stock in the Corporation, par value $0.001, for par value, payable as repayment of funds
loaned to the Corporation by Custodian Ventures, LLC .

RESOLVED, that the Board of Directors hereby approves issuing to Custodian Ventures LLC, a Wyoming limited-
liability company, 9,000,000 shares of Series B preferred stock in the Corporation for par value, payable as
repayment of funds loaned to the Corporation by Custodian Ventures, LLC and a promissory note substantially in
the form attached hereto as Exhibit A.

2. Authorization of Corporate Actions.

RESOLVED THAT each officer of the Corporation is hereby authorized and directed to do and perform, or cause
to be done and performed, all such acts, deeds and things and to make, execute and deliver, or cause to be made,
executed and delivered, all such agreements, undertakings, documents, instruments or certificates in the name and
on behalf of the Corporation or otherwise as each such officer may deem necessary or appropriate to effectuate or
carry out fully the purpose and intent of the foregoing resolutions and any of the transactions contemplated
thereby. All actions heretofore taken by any director or officer of the Corporation in connection with any matter
referred to in the foregoing resolutions are hereby approved, ratified and confirmed in all respects.

The secretary and any assistant secretary of the Corporation or any other officer of the Corporation, is hereby
authorized to certify and deliver, to any person to whom such certification and delivery may be deemed necessary
or appropriate in the opinion or such officer, a true copy of the foregoing resolutions.

Approval

The undersigned, being the sole director of Petrone Worldwide, Inc., a Nevada corporation, waives the required
notice of meeting and consents to all actions taken hereby.

David Lazar Dated: April 21, 2020

David Lazar
Written Consent to Action by the Board of Directors of Petrone Worldwide, Inc.
Issuance of Preferred Stock
Page 2 of 3

Approval of Custodian

The undersigned being the court-appointed custodian of Petrone Worldwide, Inc., a Nevada corporation, waives the
required notice of meeting and consents to all actions taken hereby.

CUSTODIAN VENTURES, LLC,

a Wyoming limited-liability company

David Lazar Dated: April 21, 2020

David Lazar, Manager
  
 
 
 
EXHIBIT 7 
 Adar Bays LLC
3411 Indian Creek Drive Suite 403
Miami Beach FL 33140

September 30, 2020

Please use this letter as a written confirmation that Adar Bays LLC has an open balance with Petrone
Worldwide, Inc in the amount of $79,791.22 as of September 30, 2020.

See attached a copy of the notes

Thanks

Aryeh Goldstein
 THIS NOTE AND THE COMMON STOCK ISSUABLE
UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN AND WILL NOT BE REGISTERED WITH THE
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE PURSUANT TO AN EXEMPTION
FROM REGISTRATION PROVIDED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND
THE RULES AND REGULATIONS PROMULGATED
THEREUNDER (THE "1933 ACT”)

US $26,323.29

PARTIAL REPLACEMENT NOTE- ORIGINALLY ISSUED ON SEPTEMBER 29, 2017

IN THE AMOUNT OF $80,000.00

PETRONE WORLDWIDE, INC.

8% CONVERTIBLE REDEEMABLE NOTE
DUE MARCH 12, 2019

FOR VALUE RECEIVED, Petrone Worldwide, Inc. (the “Company”) promises to pay to
the order of Adar Bays, LLC and its authorized successors and permitted assigns ("Holder"), the
aggregate principal face amount of Twenty Six Thousand Three Hundred Twenty Three Dollars
and 29/100 cents (U.S. $26,323.29) on March 12, 2019 ("Maturity Date") and to pay interest on
the principal amount outstanding hereunder at the rate of 8% per annum commencing on March
12, 2018. The interest will be paid to the Holder in whose name this Note is registered on the
records of the Company regarding registration and transfers of this Note. The principal of, and
interest on, this Note are payable at 3411 Indian Creek Drive, Suite 403, Miami Beach, FL 33140,
initially, and if changed, last appearing on the records of the Company as designated in writing by
the Holder hereof from time to time. The Company will pay each interest payment and the out-
standing principal due upon this Note before or on the Maturity Date, less any amounts required
by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed
to such Holder at the last address appearing on the records of the Company. The forwarding of
such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall
satisfy and discharge the liability for principal on this Note to the extent of the sum represented by
such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursu-
ant to paragraph 4(b) herein.

This Note is subject to the following additional provisions:

____
Initials
 1. This Note is exchangeable for an equal aggregate principal amount of Notes
of different authorized denominations, as requested by the Holder surrendering the same. No ser-
vice charge will be made for such registration or transfer or exchange, except that Holder shall pay
any tax or other governmental charges payable in connection therewith.

2. The Company shall be entitled to withhold from all payments any amounts
required to be withheld under applicable laws.

3. This Note may be transferred or exchanged only in compliance with the

Securities Act of 1933, as amended ("Act") and applicable state securities laws. Any attempted
transfer to a non-qualifying party shall be treated by the Company as void. Prior to due present-
ment for transfer of this Note, the Company and any agent of the Company may treat the person
in whose name this Note is duly registered on the Company's records as the owner hereof for all
other purposes, whether or not this Note be overdue, and neither the Company nor any such agent
shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise
the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in
Section 4(a), and any prospective transferee of this Note, also is required to give the Company
written confirmation that this Note is being converted ("Notice of Conversion") in the form an-
nexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of
Conversion shall be the Conversion Date.

4. (a) The Holder of this Note is entitled, at its option to convert all or any
amount of the principal face amount of this Note then outstanding into shares of the Company's
common stock (the "Common Stock") at a price ("Conversion Price") for each share of Common
Stock equal to 55% of the lowest trading price of the Common Stock as reported on the National
Quotations Bureau OTC Market exchange which the Company’s shares are traded or any exchange
upon which the Common Stock may be traded in the future ("Exchange"), for the twenty prior
trading days including the day upon which a Notice of Conversion is received by the Company
(provided such Notice of Conversion is delivered by fax or other electronic method of communi-
cation to the Company or its transfer agent after 4 P.M. Eastern Standard or Daylight Savings Time
if the Holder wishes to include the same day closing price). If the shares have not been delivered
within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be
effectuated by the Company delivering the shares of Common Stock to the Holder within 3 busi-
ness days of receipt by the Company of the Notice of Conversion. Accrued, but unpaid interest
shall be subject to conversion. No fractional shares or scrip representing fractions of shares will
be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole
share. To the extent the Conversion Price of the Company’s Common Stock closes below the par
value per share, the Company will take all steps necessary to solicit the consent of the stockholders
to reduce the par value to the lowest value possible under law. The Company agrees to honor all
conversions submitted pending this increase. In the event the Company experiences a DTC
“Chill” on its shares, the conversion price shall be decreased to 45% instead of 55% while that
“Chill” is in effect. In no event shall the Holder be allowed to effect a conversion if such conver-
sion, along with all other shares of Company Common Stock beneficially owned by the Holder
and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Com-
pany (which may be increased up to 9.9% upon 60 days’ prior written notice by the Investor).
2
____
Initials
 (b) Interest on any unpaid principal balance of this Note shall be paid at the rate
of 8% per annum. Interest shall be paid by the Company in Common Stock ("Interest Shares").
Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares based
on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares
shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this
Note to the date of such notice.

(c) This Note may not be prepaid.

(d) Upon (i) a transfer of all or substantially all of the assets of the Company to
any person in a single transaction or series of related transactions, (ii) a reclassification, capital
reorganization or other change or exchange of outstanding shares of the Common Stock, other than
a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Com-
pany with or into another person or entity in which the Company is not the surviving entity (other
than a merger which is effected solely to change the jurisdiction of incorporation of the Company
and results in a reclassification, conversion or exchange of outstanding shares of Common Stock
solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a "Sale
Event"), then, in each case, the Company shall, upon request of the Holder, redeem this Note in
cash for 150% of the principal amount, plus accrued but unpaid interest through the date of re-
demption, or at the election of the Holder, such Holder may convert the unpaid principal amount
of this Note (together with the amount of accrued but unpaid interest) into shares of Common
Stock immediately prior to such Sale Event at the Conversion Price.

(e) In case of any Sale Event (not to include a sale of all or substantially all of
the Company’s assets) in connection with which this Note is not redeemed or converted, the Com-
pany shall cause effective provision to be made so that the Holder of this Note shall have the right
thereafter, by converting this Note, to purchase or convert this Note into the kind and number of
shares of stock or other securities or property (including cash) receivable upon such reclassifica-
tion, capital reorganization or other change, consolidation or merger by a holder of the number of
shares of Common Stock that could have been purchased upon exercise of the Note and at the
same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The forego-
ing provisions shall similarly apply to successive Sale Events. If the consideration received by the
holders of Common Stock is other than cash, the value shall be as determined by the Board of
Directors of the Company or successor person or entity acting in good faith.

5. No provision of this Note shall alter or impair the obligation of the Com-
pany, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the
time, place, and rate, and in the form, herein prescribed.

6. The Company hereby expressly waives demand and presentment for pay-
ment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration
or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder
and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

7. The Company agrees to pay all costs and expenses, including reasonable
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attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due
under this Note.

8. If one or more of the following described "Events of Default" shall occur:

(a) The Company shall default in the payment of principal or interest on this
Note or any other note issued to the Holder by the Company; or

(b) Any of the representations or warranties made by the Company herein or in

any certificate or financial or other written statements heretofore or hereafter furnished by or on
behalf of the Company in connection with the execution and delivery of this Note, or the Securities
Purchase Agreement under which this note was issued shall be false or misleading in any respect;
or

(c) The Company shall fail to perform or observe, in any respect, any covenant,
term, provision, condition, agreement or obligation of the Company under this Note or any other
note issued to the Holder; or

(d) The Company shall (1) become insolvent; (2) admit in writing its inability
to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or
commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee,
liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition
for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary
petition for bankruptcy relief, all under federal or state laws as applicable; or

(e) A trustee, liquidator or receiver shall be appointed for the Company or for
a substantial part of its property or business without its consent and shall not be discharged within
sixty (60) days after such appointment; or

(f) Any governmental agency or any court of competent jurisdiction at the in-
stance of any governmental agency shall assume custody or control of the whole or any substantial
portion of the properties or assets of the Company; or

(g) One or more money judgments, writs or warrants of attachment, or similar

process, in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered or filed
against the Company or any of its properties or other assets and shall remain unpaid, unvacated,
unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior
to the date of any proposed sale thereunder; or

(h) The Company shall have defaulted on or breached any term of any other
note of similar debt instrument into which the Company has entered and failed to cure such default
within the appropriate grace period; or

(i) The Company shall have its Common Stock delisted from an exchange (in-
cluding the OTC Market exchange) or, if the Common Stock trades on an exchange, then trading
in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its
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1934 act reports with the SEC;

(j) If a majority of the members of the Board of Directors of the Company on

the date hereof are no longer serving as members of the Board;

(k) The Company shall not deliver to the Holder the Common Stock pursuant
to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of
Conversion which includes an Opinion of Counsel expressing an opinion which supports the re-
moval of a restrictive legend; or

(l) The Company shall not replenish the reserve set forth in Section 12, within
3 business days of the request of the Holder.

(m) The Company shall not be “current” in its filings with the Securities and
Exchange Commission; or

(n) The Company shall cause to lose the “bid” price for its stock in a market
(including the OTC marketplace or other exchange).

Then, or at any time thereafter, unless cured within 5 days, and in each and every such case, unless
such Event of Default shall have been waived in writing by the Holder (which waiver shall not be
deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's
sole discretion, the Holder may consider this Note immediately due and payable, without present-
ment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of
which are hereby expressly waived, anything herein or in any note or other instruments contained
to the contrary notwithstanding, and the Holder may immediately, and without expiration of any
period of grace, enforce any and all of the Holder's rights and remedies provided herein or any
other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a
default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law,
then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) the
parties agree that damages shall be difficult to determine and agree on liquidated damages in the
amount of $250 per day the shares are not issued beginning on the 4th day after the conversion
notice was delivered to the Company. The agreed liquidated damages shall increase to $500 per
day beginning on the 10th day. In the event of a breach of Section 8(n), the parties agree that
damages shall be difficult to determine and hereby agree to an increase of the outstanding principal
amounts by 20% as a liquidated damages payment. In case of a breach of Section 8(i), the parties
agree that damages will be difficult to determine and agree that the outstanding principal due under
this Note shall increase by 50% as a liquidated damages payment. If this Note is not paid at ma-
turity, the outstanding principal due under this Note shall increase by 10%. Further, if a breach of
Section 8(m) occurs or is continuing after the 6 month anniversary of the Note, then the Holder
shall be entitled to use the lowest closing bid price during the delinquency period as a base price
for the conversion. For example, if the lowest closing bid price during the delinquency period is
$0.01 per share and the conversion discount is 50% the Holder may elect to convert future conver-
sions at $0.005 per share.

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If the Holder shall commence an action or proceeding to enforce any provisions of this Note, in-
cluding, without limitation, engaging an attorney, then if the Holder prevails in such action, the
Holder shall be reimbursed by the Company for its attorneys’ fees and other costs and expenses
incurred in the investigation, preparation and prosecution of such action or proceeding.

Make-Whole for Failure to Deliver Loss. At the Holder’s election, if the

Company fails for any reason to deliver to the Holder the conversion shares by the by the 3rd
business day following the delivery of a Notice of Conversion to the Company and if the Holder
incurs a Failure to Deliver Loss, then at any time the Holder may provide the Company written
notice indicating the amounts payable to the Holder in respect of the Failure to Deliver Loss and
the Company must make the Holder whole as follows:
Failure to Deliver Loss = [(Highest VWAP price for the 30 trading days on or after the day of
exercise) x (Number of conversion shares)]

The Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment
must be made by the third business day from the time of the Holder’s written notice to the Com-
pany.

9. In case any provision of this Note is held by a court of competent jurisdic-

tion to be excessive in scope or otherwise invalid or unenforceable, such provision shall be ad-
justed rather than voided, if possible, so that it is enforceable to the maximum extent possible, and
the validity and enforceability of the remaining provisions of this Note will not in any way be
affected or impaired thereby.

10. Neither this Note nor any term hereof may be amended, waived, discharged
or terminated other than by a written instrument signed by the Company and the Holder.

11. The Company represents that it is not a “shell” issuer and has never been a
“shell” issuer or that if it previously has been a “shell” issuer that at least 12 months have passed
since the Company has reported form 10 type information indicating it is no longer a “shell issuer.
Further. The Company will instruct its counsel to either (i) write a 144 opinion to allow for sala-
bility of the conversion shares or (ii) accept such opinion from Holder’s counsel.

12. The Company shall issue irrevocable transfer agent instructions reserving
236,799,000 shares of its Common Stock for conversions under this Note and a $25,772.60 (the
“Share Reserve”). Upon full conversion of this Note, any shares remaining in the Share Reserve
shall be cancelled. The Company shall pay all transfer agent costs associated with issuing and
delivering the share certificates to Holder. If such amounts are to be paid by the Holder, it may
deduct such amounts from the Conversion Price. The company should at all times reserve a mini-
mum of three times the amount of shares required if the note would be fully converted. The Holder
may reasonably request increases from time to time to reserve such amounts. The Company will
instruct its transfer agent to provide the outstanding share information to the Holder in connection
with its conversions.

13. The Company will give the Holder direct notice of any corporate actions,
including but not limited to name changes, stock splits, recapitalizations etc. This notice shall be
6
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given to the Holder as soon as possible under law.

14. If it shall be found that any interest or other amount deemed interest due
hereunder violates the applicable law governing usury, the applicable provision shall automatically
be revised to equal the maximum rate of interest or other amount deemed interest permitted under
applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not
seek to claim or take advantage of any law that would prohibit or forgive the Company from paying
all or a portion of the principal or interest on this Note.

15. This Note shall be governed by and construed in accordance with the laws
of New York applicable to contracts made and wholly to be performed within the State of New
York and shall be binding upon the successors and assigns of each party hereto. The Holder and
the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue
in the courts of the State of New York or in the Federal courts sitting in the county or city of New
York. This Agreement may be executed in counterparts, and the facsimile transmission of an
executed counterpart to this Agreement shall be effective as an original.

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 IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
by an officer thereunto duly authorized.

Dated:

PETRONE WORLDWIDE, INC.

By: __________________________________

Title: _________________________________

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 EXHIBIT A

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Note)

The undersigned hereby irrevocably elects to convert $___________ of the above

Note into _________ Shares of Common Stock of Petrone Worldwide, Inc. (“Shares”) according
to the conditions set forth in such Note, as of the date written below.

If Shares are to be issued in the name of a person other than the undersigned, the
undersigned will pay all transfer and other taxes and charges payable with respect thereto.

Date of Conversion:
Applicable Conversion Price:
Signature:
[Print Name of Holder and Title of Signer]
Address:

SSN or EIN:
Shares are to be registered in the following name:

Name:
Address:
Tel:
Fax:
SSN or EIN:

Shares are to be sent or delivered to the following account:

Account Name:
Address:

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 THIS NOTE AND THE COMMON STOCK ISSUABLE
UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN AND WILL NOT BE REGISTERED WITH THE
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE PURSUANT TO AN EXEMPTION
FROM REGISTRATION PROVIDED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND
THE RULES AND REGULATIONS PROMULGATED
THEREUNDER (THE "1933 ACT”)

US $25,000.00

PETRONE WORLDWIDE, INC.

8% CONVERTIBLE REDEEMABLE NOTE
DUE MARCH 27, 2019

FOR VALUE RECEIVED, Petrone Worldwide, Inc. (the “Company”) promises to pay to
the order of Adar Bays, LLC and its authorized successors and permitted assigns ("Holder"), the
aggregate principal face amount of Twenty Five Thousand Dollars (U.S. $25,000.00) on March
27, 2019 ("Maturity Date") and to pay interest on the principal amount outstanding hereunder at
the rate of 8% per annum commencing on March 27, 2018. The interest will be paid to the Holder
in whose name this Note is registered on the records of the Company regarding registration and
transfers of this Note. The principal of, and interest on, this Note are payable at 3411 Indian Creek
Drive, Suite 403, Miami Beach, FL 33140, initially, and if changed, last appearing on the records
of the Company as designated in writing by the Holder hereof from time to time. The Company
will pay each interest payment and the outstanding principal due upon this Note before or on the
Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this
Note by check or wire transfer addressed to such Holder at the last address appearing on the records
of the Company. The forwarding of such check or wire transfer shall constitute a payment of
outstanding principal hereunder and shall satisfy and discharge the liability for principal on this
Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable
in Common Stock (as defined below) pursuant to paragraph 4(b) herein.

This Note is subject to the following additional provisions:

1. This Note is exchangeable for an equal aggregate principal amount of Notes

of different authorized denominations, as requested by the Holder surrendering the same. No ser-
vice charge will be made for such registration or transfer or exchange, except that Holder shall pay
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any tax or other governmental charges payable in connection therewith.

2. The Company shall be entitled to withhold from all payments any amounts
required to be withheld under applicable laws.

3. This Note may be transferred or exchanged only in compliance with the

Securities Act of 1933, as amended ("Act") and applicable state securities laws. Any attempted
transfer to a non-qualifying party shall be treated by the Company as void. Prior to due present-
ment for transfer of this Note, the Company and any agent of the Company may treat the person
in whose name this Note is duly registered on the Company's records as the owner hereof for all
other purposes, whether or not this Note be overdue, and neither the Company nor any such agent
shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise
the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in
Section 4(a), and any prospective transferee of this Note, also is required to give the Company
written confirmation that this Note is being converted ("Notice of Conversion") in the form an-
nexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of
Conversion shall be the Conversion Date.

4. (a) The Holder of this Note is entitled, at its option to convert all or any
amount of the principal face amount of this Note then outstanding into shares of the Company's
common stock (the "Common Stock") at a price ("Conversion Price") for each share of Common
Stock equal to 55% of the lowest trading price of the Common Stock as reported on the National
Quotations Bureau OTC Market exchange which the Company’s shares are traded or any exchange
upon which the Common Stock may be traded in the future ("Exchange"), for the twenty prior
trading days including the day upon which a Notice of Conversion is received by the Company
(provided such Notice of Conversion is delivered by fax or other electronic method of communi-
cation to the Company or its transfer agent after 4 P.M. Eastern Standard or Daylight Savings Time
if the Holder wishes to include the same day closing price). If the shares have not been delivered
within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be
effectuated by the Company delivering the shares of Common Stock to the Holder within 3 busi-
ness days of receipt by the Company of the Notice of Conversion. Accrued, but unpaid interest
shall be subject to conversion. No fractional shares or scrip representing fractions of shares will
be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole
share. To the extent the Conversion Price of the Company’s Common Stock closes below the par
value per share, the Company will take all steps necessary to solicit the consent of the stockholders
to reduce the par value to the lowest value possible under law. The Company agrees to honor all
conversions submitted pending this increase. In the event the Company experiences a DTC
“Chill” on its shares, the conversion price shall be decreased to 45% instead of 55% while that
“Chill” is in effect. In no event shall the Holder be allowed to effect a conversion if such conver-
sion, along with all other shares of Company Common Stock beneficially owned by the Holder
and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Com-
pany (which may be increased up to 9.9% upon 60 days’ prior written notice by the Investor).

(b) Interest on any unpaid principal balance of this Note shall be paid at the rate
of 8% per annum. Interest shall be paid by the Company in Common Stock ("Interest Shares").
Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares based
2
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on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares
shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this
Note to the date of such notice.

(c) During the first 180 Days this Note is in effect, the Company may redeem
this Note by paying to the Holder an amount at 150% of the face amount plus any accrued interest.
This Note may not be prepaid after the 180th day. The redemption must be closed and paid for
within 3 business days of the Company sending the redemption demand or the redemption will be
invalid and the Company may not redeem this Note.

(d) Upon (i) a transfer of all or substantially all of the assets of the Company to
any person in a single transaction or series of related transactions, (ii) a reclassification, capital
reorganization or other change or exchange of outstanding shares of the Common Stock, other than
a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Com-
pany with or into another person or entity in which the Company is not the surviving entity (other
than a merger which is effected solely to change the jurisdiction of incorporation of the Company
and results in a reclassification, conversion or exchange of outstanding shares of Common Stock
solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a "Sale
Event"), then, in each case, the Company shall, upon request of the Holder, redeem this Note in
cash for 150% of the principal amount, plus accrued but unpaid interest through the date of re-
demption, or at the election of the Holder, such Holder may convert the unpaid principal amount
of this Note (together with the amount of accrued but unpaid interest) into shares of Common
Stock immediately prior to such Sale Event at the Conversion Price.

(e) In case of any Sale Event (not to include a sale of all or substantially all of
the Company’s assets) in connection with which this Note is not redeemed or converted, the Com-
pany shall cause effective provision to be made so that the Holder of this Note shall have the right
thereafter, by converting this Note, to purchase or convert this Note into the kind and number of
shares of stock or other securities or property (including cash) receivable upon such reclassifica-
tion, capital reorganization or other change, consolidation or merger by a holder of the number of
shares of Common Stock that could have been purchased upon exercise of the Note and at the
same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The forego-
ing provisions shall similarly apply to successive Sale Events. If the consideration received by the
holders of Common Stock is other than cash, the value shall be as determined by the Board of
Directors of the Company or successor person or entity acting in good faith.

5. No provision of this Note shall alter or impair the obligation of the Com-
pany, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the
time, place, and rate, and in the form, herein prescribed.

6. The Company hereby expressly waives demand and presentment for pay-
ment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration
or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder
and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

7. The Company agrees to pay all costs and expenses, including reasonable
3
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attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due
under this Note.

8. If one or more of the following described "Events of Default" shall occur:

(a) The Company shall default in the payment of principal or interest on this
Note or any other note issued to the Holder by the Company; or

(b) Any of the representations or warranties made by the Company herein or in

any certificate or financial or other written statements heretofore or hereafter furnished by or on
behalf of the Company in connection with the execution and delivery of this Note, or the Securities
Purchase Agreement under which this note was issued shall be false or misleading in any respect;
or

(c) The Company shall fail to perform or observe, in any respect, any covenant,
term, provision, condition, agreement or obligation of the Company under this Note or any other
note issued to the Holder; or

(d) The Company shall (1) become insolvent; (2) admit in writing its inability
to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or
commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee,
liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition
for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary
petition for bankruptcy relief, all under federal or state laws as applicable; or

(e) A trustee, liquidator or receiver shall be appointed for the Company or for
a substantial part of its property or business without its consent and shall not be discharged within
sixty (60) days after such appointment; or

(f) Any governmental agency or any court of competent jurisdiction at the in-
stance of any governmental agency shall assume custody or control of the whole or any substantial
portion of the properties or assets of the Company; or

(g) One or more money judgments, writs or warrants of attachment, or similar

process, in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered or filed
against the Company or any of its properties or other assets and shall remain unpaid, unvacated,
unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior
to the date of any proposed sale thereunder; or

(h) The Company shall have defaulted on or breached any term of any other
note of similar debt instrument into which the Company has entered and failed to cure such default
within the appropriate grace period; or

(i) The Company shall have its Common Stock delisted from an exchange (in-
cluding the OTC Market exchange) or, if the Common Stock trades on an exchange, then trading
in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its
4
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1934 act reports with the SEC;

(j) If a majority of the members of the Board of Directors of the Company on

the date hereof are no longer serving as members of the Board;

(k) The Company shall not deliver to the Holder the Common Stock pursuant
to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of
Conversion which includes an Opinion of Counsel expressing an opinion which supports the re-
moval of a restrictive legend; or

(l) The Company shall not replenish the reserve set forth in Section 12, within
3 business days of the request of the Holder.

(m) The Company shall not be “current” in its filings with the Securities and
Exchange Commission; or

(n) The Company shall cause to lose the “bid” price for its stock in a market
(including the OTC marketplace or other exchange).

Then, or at any time thereafter, unless cured within 5 days, and in each and every such case, unless
such Event of Default shall have been waived in writing by the Holder (which waiver shall not be
deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's
sole discretion, the Holder may consider this Note immediately due and payable, without present-
ment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of
which are hereby expressly waived, anything herein or in any note or other instruments contained
to the contrary notwithstanding, and the Holder may immediately, and without expiration of any
period of grace, enforce any and all of the Holder's rights and remedies provided herein or any
other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a
default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law,
then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) the
parties agree that damages shall be difficult to determine and agree on liquidated damages in the
amount of $250 per day the shares are not issued beginning on the 4 th day after the conversion
notice was delivered to the Company. The agreed liquidated damages shall increase to $500 per
day beginning on the 10th day. In the event of a breach of Section 8(n), the parties agree that
damages shall be difficult to determine and hereby agree to an increase of the outstanding principal
amounts by 20% as a liquidated damages payment. In case of a breach of Section 8(i), the parties
agree that damages will be difficult to determine and agree that the outstanding principal due under
this Note shall increase by 50% as a liquidated damages payment. If this Note is not paid at ma-
turity, the outstanding principal due under this Note shall increase by 10%. Further, if a breach of
Section 8(m) occurs or is continuing after the 6 month anniversary of the Note, then the Holder
shall be entitled to use the lowest closing bid price during the delinquency period as a base price
for the conversion. For example, if the lowest closing bid price during the delinquency period is
$0.01 per share and the conversion discount is 50% the Holder may elect to convert future conver-
sions at $0.005 per share.

5
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If the Holder shall commence an action or proceeding to enforce any provisions of this Note, in-
cluding, without limitation, engaging an attorney, then if the Holder prevails in such action, the
Holder shall be reimbursed by the Company for its attorneys’ fees and other costs and expenses
incurred in the investigation, preparation and prosecution of such action or proceeding.

Make-Whole for Failure to Deliver Loss. At the Holder’s election, if the

Company fails for any reason to deliver to the Holder the conversion shares by the by the 3rd
business day following the delivery of a Notice of Conversion to the Company and if the Holder
incurs a Failure to Deliver Loss, then at any time the Holder may provide the Company written
notice indicating the amounts payable to the Holder in respect of the Failure to Deliver Loss and
the Company must make the Holder whole as follows:
Failure to Deliver Loss = [(Highest VWAP price for the 30 trading days on or after the day of
exercise) x (Number of conversion shares)]

The Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment
must be made by the third business day from the time of the Holder’s written notice to the Com-
pany.

9. In case any provision of this Note is held by a court of competent jurisdic-

tion to be excessive in scope or otherwise invalid or unenforceable, such provision shall be ad-
justed rather than voided, if possible, so that it is enforceable to the maximum extent possible, and
the validity and enforceability of the remaining provisions of this Note will not in any way be
affected or impaired thereby.

10. Neither this Note nor any term hereof may be amended, waived, discharged
or terminated other than by a written instrument signed by the Company and the Holder.

11. The Company represents that it is not a “shell” issuer and has never been a
“shell” issuer or that if it previously has been a “shell” issuer that at least 12 months have passed
since the Company has reported form 10 type information indicating it is no longer a “shell issuer.
Further. The Company will instruct its counsel to either (i) write a 144 opinion to allow for sala-
bility of the conversion shares or (ii) accept such opinion from Holder’s counsel.

12. The Company shall issue irrevocable transfer agent instructions reserving
363,636,000 shares of its Common Stock for conversions under this Note (the “Share Reserve”).
Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled.
The Company shall pay all transfer agent costs associated with issuing and delivering the share
certificates to Holder. If such amounts are to be paid by the Holder, it may deduct such amounts
from the Conversion Price. The company should at all times reserve a minimum of four times the
amount of shares required if the note would be fully converted. The Holder may reasonably re-
quest increases from time to time to reserve such amounts. The Company will instruct its transfer
agent to provide the outstanding share information to the Holder in connection with its conver-
sions.

13. The Company will give the Holder direct notice of any corporate actions,
including but not limited to name changes, stock splits, recapitalizations etc. This notice shall be
6
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given to the Holder as soon as possible under law.

14. If it shall be found that any interest or other amount deemed interest due
hereunder violates the applicable law governing usury, the applicable provision shall automatically
be revised to equal the maximum rate of interest or other amount deemed interest permitted under
applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not
seek to claim or take advantage of any law that would prohibit or forgive the Company from paying
all or a portion of the principal or interest on this Note.

15. This Note shall be governed by and construed in accordance with the laws
of New York applicable to contracts made and wholly to be performed within the State of New
York and shall be binding upon the successors and assigns of each party hereto. The Holder and
the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue
in the courts of the State of New York or in the Federal courts sitting in the county or city of New
York. This Agreement may be executed in counterparts, and the facsimile transmission of an
executed counterpart to this Agreement shall be effective as an original.

7
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Initials
 IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
by an officer thereunto duly authorized.

Dated: March 27, 2018

PETRONE WORLDWIDE, INC.

By: __________________________________

Title: _________________________________

8
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Initials
 EXHIBIT A

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Note)

The undersigned hereby irrevocably elects to convert $___________ of the above

Note into _________ Shares of Common Stock of Petrone Worldwide, Inc. (“Shares”) according
to the conditions set forth in such Note, as of the date written below.

If Shares are to be issued in the name of a person other than the undersigned, the
undersigned will pay all transfer and other taxes and charges payable with respect thereto.

Date of Conversion:
Applicable Conversion Price:
Signature:
[Print Name of Holder and Title of Signer]
Address:

SSN or EIN:
Shares are to be registered in the following name:

Name:
Address:
Tel:
Fax:
SSN or EIN:

Shares are to be sent or delivered to the following account:

Account Name:
Address:

9
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Initials
Exhibit 8
Exhibit 9
 EXHIBIT A
NOTICE OF CONVERSION

The undersigned hereby elects to convert $1,968.10 principal amount of the Note (defined below)
together with $1,968.10 of accrued and unpaid interest, and $500 conversion fees, totaling $4,436.21 into
that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common
Stock”) as set forth below, of Petrone Worldwide, Inc., a Nevada corporation (the “Borrower”) according
to the conditions of the convertible note of the Borrower dated as of April 19, 2017 (the “Note”), as of the
date written below.

Box Checked as to applicable instructions:

[X] The Borrower shall electronically transmit the Common Stock issuable pursuant to this
Notice of Conversion to the account of the undersigned or its nominee with DTC through
its Deposit Withdrawal at Custodian system (“DWAC Transfer”).

[] The undersigned hereby requests that the Borrower issue a certificate or certificates for
the number of shares of Common Stock set forth below (which numbers are based on the
Holder’s calculation attached hereto) in the name(s) specified immediately below or, if
additional space is necessary, on an attachment hereto:

Date of conversion: August 26, 2020

Applicable conversion price: $0.00009
Number of shares of common stock to be issued
pursuant to conversion of the notes: 49,291,222
Amount of principal balance due remaining under
the note after this conversion: $230,281.92
Accrued and unpaid interest remaining: $169,393.86
Accrued conversion fee remaining (3 x $500): $1,500.00
Penalties Remaining: TBD

AUCTUS FUND, LLC

By: _____________________________
Name: Lou Posner
Title: Managing Director
Date: August 26, 2019
545 Boylston Street
Boston, MA 02116
Case 1:17-cv-12335-DJC Document 54 Filed 10/03/19 Page 1 of 3
Case 1:17-cv-12335-DJC Document 54 Filed 10/03/19 Page 2 of 3
Case 1:17-cv-12335-DJC Document 54 Filed 10/03/19 Page 3 of 3
Exhibit 10
 1 ORDR
PETER L. CHASEY, ESQ.
2 Nevada Bar No. 007650
CHASEY LAW OFFICES
3 3295 N. Fort Apache Road, Suite 110
4 Las Vegas, Nevada 89129
Tel: (702) 233-0393 Fax: (702) 233-2107
5 email: peter@chaseylaw.com
Attorney for Custodian
6 CUSTODIAN VENTURES, LLC
7 EIGHTH JUDICIAL DISTRICT COURT
CLARK COUNTY, NEVADA
8

9 In the Matter of ) CASE NO.: A-20-810012-B

) DEPT NO.: XI
10 PETRONE WORLDWIDE, INC., a Nevada )
Corporation [Nevada Entity No. C29048-1998], ) ORDER BARRING UNASSERTED
11 ) CLAIMS AND TERMINATING
(Petition of Custodian Ventures, LLC) ) CUSTODIANSHIP
12 ______________________________________ )
13
This Court, having considered Custodian Ventures, LLC’s (hereinafter “Custodian”) Motion to
14
Bar Unasserted Claims and Terminate Custodianship of PETRONE WORLDWIDE, INC. (hereinafter
15
“PFWIQ”), proper notice having been given, good cause appearing, this Court finds and orders as follows:
16
IT IS HEREBY FOUND that on March 25, 2020, this Court appointed Custodian to reinstate
17

18 and rehabilitate PFWIQ,

19 IT IS FURTHER FOUND that the Custodian reinstated PFWIQ and made all filings with the

20 Nevada Secretary of State as required and permitted by this Court’s Order Appointing Custodian and
21 NRS 78.347,
22
IT IS FURTHER FOUND that the Custodian caused PFWIQ to conduct a properly noticed
23
meeting of the shareholders of PFWIQ as required by this Court’s Order Appointing Custodian and NRS
24
78.347,
25
IT IS FURTHER FOUND, that on September 2, 2019, this Court ordered all claimants and
26

27 creditors of PFWIQ to submit written proofs of claim not later than thirty (30) days from Notice of Entry

28 of such order,

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 1 IT IS FURTHER FOUND that the Custodian published Notice of Entry of the Order Requiring

2 Proofs of Claim against PFWIQ for four (4) weeks in the Nevada Legal News as ordered by this Court,
3 and
4
IT IS FURTHER FOUND that the Custodian received claims from Adar Bays, LLC, EMA
5
Financial, LLC and Auctus Fund, LLC but has been unable to resolve these claims,
6
THEREFORE,
7
IT IS HEREBY ORDERED that Adar Bays, LLC has a claim against PFWIQ ,
8

9 IT IS FURTHER ORDERED that EMA Financial, LLC has a claim against PFWIQ,

10 IT IS FURTHER ORDERED that Auctus Fund, LLC has a claim against PFWIQ,

11 IT IS FURTHER ORDERED all other persons and entities are barred from presenting claims
12 and debt to PFWIQ which arose before the date of this Order,
13
IT IS FURTHER ORDERED that the actions of the Custodian on behalf of PFWIQ are hereby
14
approved and confirmed,
15
IT IS FURTHER ORDERED that Custodian is hereby discharged as Custodian of EXBX, and
16
IT IS FURTHER ORDERED that the Custodianship of EXBX is hereby terminated.
17

18 IT IS SO ORDERED.

19 Dated this _____ day of ____________, 2021.

20

21 ________________________
22 DISTRICT COURT JUDGE

23 Respectfully Submitted by:

CHASEY LAW OFFICES
24

25 Peter Chasey________
Peter L. Chasey, Esq.
26 Nevada Bar No. 007650
Attorney for Custodian
27 CUSTODIAN VENTURES LLC
28

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