Exhibit 4.1


 


THIS NOTE HAS 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 $2,000,000.00


 


DARKPULSE, INC.


6% REDEEMABLE NOTE


DUE JULY 14, 2022


 


FOR VALUE
RECEIVED, DARKPULSE, INC. (the “Company”) promises to pay to the order of GS CAPITAL PARTNERS LLC and its authorized successors
and permitted assigns ("Holder"), the aggregate principal face amount of Two Million Dollars (U.S. $2,000,000.00) on
JULY 14, 2022 ("Maturity Date") and to pay interest on the principal amount outstanding hereunder at the rate of 6%
per annum commencing on JULY 14, 2021 (“Issuance Date”). The Company acknowledges this Note was issued with a $20,000.00
original issue discount and as such the purchase price was $1,980,000.00. 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 30 Washington Street, Suite 5L, Brooklyn, NY 11201, 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. Permitted Assigns means any Holder assignment,
transfer or sale of all or a portion of this Note accompanied by an Opinion of Counsel as provided for in Section 2(f) of the Securities
Purchase Agreement.


 


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 service 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. To the extent that Holder subsequently transfers, assigns, sells or
exchanges any of the multiple lesser denomination notes, Holder acknowledges that it will provide the Company with Opinions of Counsel
as provided for in Section 2(f) of the Securities Purchase Agreement.


 


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"),
applicable state securities laws and Sections 2(f) and 5(f) of the Securities Purchase Agreement. Any attempted transfer to a non-qualifying
party shall be treated by the Company as void. Prior to due presentment 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.


 


 


 






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 4.           (a)             [Intentionally Omitted].




 


 


(b)           
Interest on any unpaid principal balance of this Note shall be paid at the rate of 6% per annum.


 


 (c)            [Intentionally Omitted].




 


(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 (excluding an increase in authorized capital) 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 Company 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 100% of the principal amount,
plus accrued but unpaid interest through the date of redemption, 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)            Intentionally Deleted.




 


5.             
No provision of this Note shall alter or impair the obligation of the Company, 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 payment, 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 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


 


 


 


 






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(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 (which does not include a “going concern opinion); (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)          
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 (including the OTC Markets exchange) or, if the Common Stock trades on
an exchange, then trading in the Common Stock shall be suspended for more than ten (10) consecutive days or ceases to file its 1934 Act
reports with the SEC;


 


 (j)             Intentionally Deleted




 


 (k)            Intentionally Deleted




 


 (l)             Intentionally Deleted.




 


(m)          
The Company shall be delinquent in its periodic report filings with the Securities and Exchange Commission; or


 


 (n)            Intentionally Deleted.




 


Then, or at
any time thereafter, unless cured within five (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 presentment, 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 with- out 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 18% per annum or, if such rate is usurious or not permitted by
current law, then at the highest rate of interest permitted by law.


 


 


 






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If the Holder shall commence an action
or proceeding to enforce any provisions of this Note, including, 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.


 


9.                 
In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid
or unenforceable, such provision shall be adjusted 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. Intentionally Deleted.




 


 12. Intentionally Deleted.


 




 13. Intentionally Deleted.




 


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.


 


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


 


Dated: 7/13/2021


 





	 	DARKPULSE,
INC.
	 	 
	 	By: /s/ Dennis M. O’Leary                          
	 	 
	 	Name: Dennis M. O’Leary
	 	 
	 	Title: CEO



 


 


 


 






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