Exhibit 10.2


 


NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH
A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


Original Issue Date: November 18, 2021


 


$1,666,666.67


 


10% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE NOTE


 


DUE NOVEMBER 18, 2022


 


THIS 10 % ORIGINAL ISSUE DISCOUNT SENIOR SECURED NOTE is one of a series
of duly authorized and validly issued 10 % Original Issue Discount Senior Secured Convertible Notes of Gaming Technologies, Inc., a Delaware
corporation (the “Company”), having its principal place of business at Two Summerlin, Las Vegas, NV 89135, designated as its
10% Original Issue Discount Senior Secured Convertible Note due November 18, 2022 (this Note, the “ Note ” and, collectively
with the other Notes of such series, the “ Notes”). The Notes shall be convertible into shares of common stock of in
the Company on the terms provided herein.


 


FOR VALUE RECEIVED, the Company promises to pay to PURITAN PARTNERS
LLC, a New York limited liability company, or its registered assigns (the “ Holder ”), or shall have paid pursuant
to the terms hereunder, the principal sum of $1,666,666.67 on November 18, 2022 (the “ Maturity Date ”) or such earlier
date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted
and then outstanding principal amount of this Note in accordance with the provisions hereof. This Note is subject to the following additional
provisions:


 


Section 1. Definitions. For the purposes hereof, in addition
to the terms defined elsewhere in this Note, (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the
Purchase Agreement, and (b) the following terms shall have the following meanings below.


 


“Alternate Consideration” shall have the meaning
set forth in Section 5(e).


 


“Bankruptcy Event” means any of the following events:
(a) the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a case or
other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction relating to the Company or any Significant Subsidiary thereof , (b) there is commenced
against the Company or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within 60 days after commencement,
(c) the Company or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving
any such case or proceeding is entered, (d) the Company or any Significant Subsidiary thereof suffers any appointment of any custodian
or the like for it or any substantial part of its property that is not discharged or stayed within 60 calendar days after such appointment,
(e) the Company or any Significant Subsidiary thereof or makes a general assignment for the benefit of creditors, (f) the Company or any
Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of
its debts or (g) the Company or any Significant Subsidiary thereof , by any act or failure to act, expressly indicates its consent to,
approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.


 


“Base Conversion Price” shall have the meaning set
forth in Section 5(b).


 


“Beneficial Ownership Limitation” shall have the
meaning set forth in Section 4(c)(ii).


 


 






    	 	1	 



     


    

 


“Business Day” means any day except any Saturday,
any Sunday, any day which shall be a federal legal holiday in the United States or any day on which banking institutions in the State
of New York are authorized or required by law or other governmental action to close.


 


“Buy-In” shall have the meaning set forth in Section
4(d)(v).


 


“Change of Control Transaction” shall have the meaning
set forth in the Purchase Agreement.


 


“Closing Bid Price” means on any particular date
(a) the last reported closing bid price per share of Common Stock on such date on the Trading Market (as reported by Bloomberg L.P. at
4:15 p.m. (New York City time)), or (b) if there is no such price on such date, then the closing bid price on the Trading Market on the
date nearest preceding such date (as reported by Bloomberg L.P. at 4:15 p.m. (New York City time)), or (c) if the Common Stock is not
then listed or quoted on a Trading Market and if prices for the Common Stock are then reported in the “pink sheets” published
by Pink Sheets LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per
share of the Common Stock so reported, or (d) if the shares of Common Stock are not then publicly traded the fair market value of a share
of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company .


 


“Conversion” shall have the meaning ascribed to
such term in Section 4.


 


“Conversion Date” shall have the meaning set forth
in Section 4(a).


 


“Conversion Price” shall have the meaning set forth
in Section 4(b).


 


“Conversion Schedule” means the Conversion Schedule
in the form of Schedule 1 attached hereto.


 


“Conversion Shares” means, collectively, the shares
of common stock, of the Company issuable upon conversion of this Note in accordance with the terms hereof.


 


“Note Register” shall have the meaning set forth
in Section 2(c).


 


“Dilutive Issuance” shall have the meaning set forth
in Section 5(b).


 


“Dilutive Issuance Notice” shall have the meaning
set forth in Section 5(b).


 


“Effectiveness Period” shall have the meaning set
forth in the Registration Rights Agreement.


 


“Event of Default” shall have
the meaning set forth in Section 8(a).


 


“Exempt Issuance” means the issuance of (a) options
to purchase shares of Common Stock to employees, officers or directors of the Company, pursuant to any stock or option plan duly adopted
by the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose,
(b) shares of Common Stock issuable upon exercise, conversion or pursuant to the terms of the Securities, or convertible securities, options
or warrants issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of
this Agreement to increase the number of such securities or to decrease the exercise, exchange or conversion price of any such securities,
(c) shares issued to unaffiliated third parties for legal, financial or other services provided to the Company, and (d) securities issued
pursuant to acquisitions or strategic transaction, provided that any such issuance shall only be to a person which is, itself or through
its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receive benefits
in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the
purpose of raising capital or to an entity whose primary business is investing in securities.


 


“Fundamental Transaction” shall have the meaning
set forth in Section 5(e).


 


 






    	 	2	 



     


    

 


“Interest Notice Period” shall have the meaning
set forth in Section 2(a).


 


“Interest Payment Date”
shall have the meaning set forth in Section 2(a).


 


“Late Fees” shall have the meaning set forth in Section 2(d).


 


“Majority Purchasers” shall mean holders of 50%
of the then outstanding principal amount of the Notes, so long as such 50% includes Puritan Partners LLC as lead investor.


 


“Mandatory Default Amount” means the sum of (a)
125% of the then outstanding principal amount of the Note, (b) accrued but unpaid interest through maturity and (c) all liquidated damages
and other amounts due in respect of the Note.


 


“Monthly Redemption” means the redemption of this
Note pursuant to Section 6(b) hereof.


 


“Monthly Redemption Amount” means, as to a Monthly
Redemption, one sixth of the original principal amount or, if less, the remaining principal balance of this Note, plus accrued but unpaid
interest, liquidated damages and any other amounts then owing to the Holder in respect of this Note.


 


“Monthly Redemption Date” means the eighteenth day
of each month, commencing immediately upon May 18, 2022 and terminating upon the full redemption of this Note.


 


“Monthly Redemption Notice” shall have the meaning
set forth in Section 6(b) hereof.


 


“New York Courts” shall have the meaning set forth
in Section 9(d).


 


“Notice of Conversion” shall have the meaning set
forth in Section 4(a).


 


“Optional Redemption” shall have the meaning set
forth in Section 6(a).


 


“Optional Redemption Amount” means at (i) 115% of
the principal amount thereof plus any unpaid accrued interest to the date of repayment if within the first 3 months of the Closing Date
and (i) 120% of the principal amount thereof plus any unpaid accrued interest to the date of repayment if on or after the first 3 months
of the Closing Date, plus all other liquidated and other amounts due in respect of the Note.


 


“Optional Redemption Date” shall have the meaning
set forth in Section 6(a).


 


“Optional Redemption Notice” shall have the meaning
set forth in Section 6(a).


 


“Optional Redemption Notice Date” shall have the
meaning set forth in Section 6(a).


 


“Optional Redemption Period” shall have the meaning
set forth in Section 6(a).


 


“Original Issue Date” means the date of the first
issuance of the Notes, regardless of any transfers of any Note and regardless of the number of instruments which may be issued to evidence
such Notes.


 


“Permitted Indebtedness” means (a) the indebtedness
evidenced by the Notes, (b) lease obligations and purchase money indebtedness of up to $100,000, in the aggregate, incurred in connection
with the acquisition of capital assets and lease obligations with respect to newly acquired or leased assets and (c) unsecured indebtedness
that is expressly subordinate to the Notes pursuant to a written subordination agreement with the Purchasers that is acceptable to each
Purchaser in its sole and absolute discretion,


 


 






    	 	3	 



     


    

 


“Permitted Lien” means the individual and collective
reference to the following: (a) Liens for taxes, assessments and other governmental charges or levies not yet due or Liens for taxes,
assessments and other governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves
(in the good faith judgment of the management of the Company) have been established in accordance with GAAP; (b) Liens imposed by law
which were incurred in the ordinary course of the Company’s business, such as carriers’, warehousemen’s and mechanics’
Liens, statutory landlords’ Liens, and other similar Liens arising in the ordinary course of the Company’s business, and which
(x) do not individually or in the aggregate materially detract from the value of such property or assets or materially impair the use
thereof in the operation of the business of the Company or (y) are being contested in good faith by appropriate proceedings, which proceedings
have the effect of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such Lien; and (c)
Liens incurred in connection with Permitted Indebtedness under clauses (a) and (b) thereunder, provided in the case of clause (b) that
such Liens are not secured by assets of the Company other than the assets so acquired or leased..


 


“Purchase Agreement” means the Securities Purchase
Agreement, dated as of November 18, 2021 between the Company, and the original Holders, as amended, modified or supplemented from time
to time in accordance with its terms.


 


“Qualified Offering” shall
have the meaning set forth in the Securities Purchase Agreement.


 


“Registration Rights Agreement” means the Registration
Rights Agreement, dated as of the date of the Purchase Agreement, among the Company, and the original Holders, as amended, modified or
supplemented from time to time in accordance with its terms.


 


“Registration Statement” means a registration statement
that registers the resale of all Conversion Shares and the Warrant Shares, names the Holder as a “selling stockholder” therein,
and meets the requirements of the Registration Rights Agreement.


 


“Securities Act” means the Securities Act of 1933,
as amended, and the rules and regulations promulgated thereunder.


 


“Share Delivery Date” shall have the meaning set
forth in Section 4(d)(ii).


 


“Subsidiary” shall have the meaning set forth in
the Purchase Agreement.


 


“Trading Day” means a day on which the New York
Stock Exchange is open for business.


 


“Trading Market” means the following markets or
exchanges on which the Common Stock is listed or quoted for trading on the date in question: the Nasdaq Capital Market, the Nasdaq Global
Market, the Nasdaq Global Select Market, the New York Stock Exchange, and the NYSE American LLC.


 


“Transaction Documents” shall have the meaning set
forth in the Purchase Agreement.


 


“VWAP” means, for any date, the price determined
by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume
weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock
is then listed or quoted for trading as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02
p.m. (New York City time)); (b)if the OTC Bulletin Board is not a Trading Market, the volume weighted average price of the Common Stock
for such date (or the nearest preceding date) on the OTC Bulletin Board; (c) if the Common Stock is not then quoted for trading on the
OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink Sheets, LLC
(or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common
Stock so reported; or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser
selected in good faith by the Holder and reasonably acceptable to the Company.


 


“Warrants Shares” means shares of common stock of
the Company issuable upon exercise of the Warrants in accordance with the terms hereof.


 


 






    	 	4	 



     


    

 


Section 2. Interest.


 


a)  
Payment of Interest in Cash. The Company shall pay interest to the Holder on the aggregate unconverted and then outstanding
principal amount of this Note at the rate of 10% per annum, accruing from the date hereof, payable monthly, commencing on and after the
third month after the Closing Date, on the eighteenth calendar day of each month, beginning on February 18, 2022, on each Monthly Redemption
Date (as to that principal amount then being redeemed), on each Conversion Date (as to that principal amount then being converted), on
each Optional Redemption Date (as to that principal amount then being redeemed) and on the Maturity Date (each such date, an “Interest
Payment Date”) (if any Interest Payment Date is not a Business Day, then the applicable payment shall be due on the next succeeding
Business Day), in cash.


 


b)     
Interest Calculations. Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day
periods, and shall accrue daily commencing on the Original Issue Date until payment in full of the outstanding principal, together with
all accrued and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made. Interest hereunder
will be paid to the Person in whose name this Note is registered on the records of the Company regarding registration and transfers of
this Note (the “Note Register”).


 


c)      
Late Fee. In addition to all other amounts required to be paid to Holder hereunder, all overdue accrued and unpaid principal
and interest to be paid hereunder shall entail a late fee at an interest rate equal to the lesser of 18% per annum or the maximum rate
permitted by applicable law (the “Late Fees”) which shall accrue daily from the date such principal and interest is
due hereunder through and including the date of actual payment in full.






 


Section 3.  Registration of Transfers and Exchanges.


 


a)      
Different Denominations. 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 payable for such registration of transfer or
exchange.


 


b)     
Investment Representations. This Note has been issued subject to certain investment representations of the original Holder
set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable
federal and state securities laws and regulations.


 


c)      
Reliance on Note Register. Prior to due presentment for transfer to the Company 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 Note Register as the owner hereof for the purpose
of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any
such agent shall be affected by notice to the contrary.


 


Section 4.  Conversion.


 


a)      
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall
be convertible, in whole or in part, into shares of common stock of the Company (the “Common Stock”) at the option of the
Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(c) hereof). The Holder shall effect
conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice
of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion
shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion,
the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the
Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all
accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal
amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal
amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within 1 Business
Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling
and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree
that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal
amount of this Note may be less than the amount stated on the face hereof.


 


 






    	 	5	 



     


    

 


b) Conversion Price. The Notes shall be convertible at the option
of the Investor(s) into shares of Common Stock of the Company at a fixed conversion price per share equal to the lower of (i) $2.75, and
(ii) the price of the Common Stock in a Qualified Offering (or if units consisting of Common Stock and warrants are issued in the Qualified
Offering, the Notes shall be convertible into such units at the price of the units) (the “Conversion Price”).


 


c) Conversion Limitations. Subsequently to the Company being
publicly traded, the Company shall not effect any conversion of this Note, and a Holder shall not have the right to convert any portion
of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder (together
with the Holder’s Affiliates, and any other person or entity acting as a group together with the Holder or any of the Holder’s
Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing
sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares
of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number
of shares of Common Stock which are issuable upon (A) conversion of the remaining, unconverted principal amount of this Note beneficially
owned by the Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or unconverted portion of any other securities
of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation,
any other Notes) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes
of this Section 4(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder. To the extent that the limitation contained in this Section 4(c) applies, the determination of whether
this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal amount
of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed
to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together
with any Affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation.
To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion
that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have no obligation
to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall
be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes
of this Section 4(c), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding
shares of Common Stock as stated in the most recent of the following: (A) the Company’s most recent periodic or annual report, as
the case may be; (B) a more recent public announcement by the Company; or (C) a more recent notice by the Company or the Company’s
transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company
shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any
case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities
of the Company, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common
Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the
Holder. The Holder, upon not less than 61 days’ prior notice to the Company , may increase or decrease the Beneficial Ownership
Limitation provisions of this Section 4(c), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number
of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of
this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 4(c) shall continue to apply. Any such
increase or decrease will not be effective until the 61 st day after such notice is delivered to the Company. The Beneficial
Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with
the terms of this Section 4(c) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such
limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note.


 


d) Mechanics of Conversion.


 


i. Conversion Shares Issuable Upon Conversion of Principal Amount.
Subject to Section 4(d)(vii), the number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient
obtained by dividing (x) the outstanding principal amount of this Note to be converted by (y) the Conversion Price.


 


 






    	 	6	 



     


    

 


ii. Delivery
of Certificate Upon Conversion.Not
later than two Trading Days after each Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause
to be delivered, to the Holder (A) a certificate or certificates representing the Conversion Shares which, on or after the earlier of
(i) the six month anniversary of the Original Issue Date or (ii) the Effective Date, shall be free of restrictive legends and trading
restrictions (other than those which may then be required by the Purchase Agreement ) representing the number of Conversion Shares being
acquired upon the conversion of this Note and (B) a bank check in the amount of accrued and unpaid interest. On or after the earlier of
(i) the six-month anniversary of the Original Issue Date or (ii) the Effective Date, the Company shall use its best efforts to deliver
any certificate or certificates required to be delivered by the Company under this Section 4(d) electronically through the Depository
Trust Company or another established clearing corporation performing similar functions.


 


iii. Failure to Deliver Certificates. If in the case of any
Notice of Conversion such certificate or certificates are not delivered to or as directed by the applicable Holder by the second Trading
Day after the Conversion Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt
of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original
Note delivered to the Company and the Holder shall promptly return to the Common Stock certificates representing the principal amount
of this Note unsuccessfully tendered for conversion to the Company.


 


iv. Obligation Absolute; Partial Liquidated
Damages. If the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(f)(ii)
by the third Trading Day after the Conversion Date, the Company shall pay to such Holder, in cash, as liquidated damages and not as a
penalty, of $1000 for each Trading Day after such third Trading Day until such certificates are delivered. In addition, if the Company
fails to deliver instructions to the Transfer Agent by the day required above, the Company shall be required to pay an additional amount
in cash, as liquidated damages and not as a penalty, of $1,000 for each date until such notice is given to the Transfer Agent as required.
The Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof
are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect
to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim,
recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company
or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might
otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; provided,
however, that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder.
In the event a Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse
conversion based on any claim that the Holder or anyone associated or affiliated with the Holder of has been engaged in any violation
of law, agreement or for any other reason, unless, an injunction from a court, on notice, restraining and or enjoining conversion of all
or part of this Note shall have been sought and obtained and the Company posts a surety bond for the benefit of the Holder in the amount
of 150% of the principal amount of this Note outstanding, which is subject to the injunction, which bond shall remain in effect until
the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder to the extent it obtains
judgment. In the absence of an injunction precluding the same, the Company shall issue Conversion Shares or, if applicable, cash, upon
a properly noticed conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default
pursuant to Section 8 herein for the Company’s failure to deliver Conversion Shares within the period specified herein and such
Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holders from seeking to enforce damages pursuant
to any other Section hereof or under applicable law. In the absence of such injunction, the Company shall issue Conversion Shares or,
if applicable, cash, upon a properly noticed conversion. If the Company fails for any reason to deliver to the Holder such certificate
or certificates pursuant to Section 4(d)(ii) by the third Trading Day after the Conversion Date, the Company shall pay to the Holder,
in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing
to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages begin to accrue) for each Trading Day after
such third (3rd) Trading Day until such certificates are delivered. Nothing herein shall limit a Holder’s right to pursue
actual damages or declare an Event of Default pursuant to Section 8 hereof for the Company’s failure to deliver Conversion Shares
within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in
equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall
not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law


 


 






    	 	7	 



     


    

 


v. Compensation for Buy-In on Failure to Timely Deliver Certificates
Upon Conversion. In addition to any other rights available to the Holder, if the Company fails for any reason to deliver to the Holder
such certificate or certificates by the Share Delivery Date pursuant to Section 4(d)(ii), and if after such Share Delivery Date the Holder
is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise
purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled
to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”), then the Company shall (A) pay in
cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder’s
total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate
number of shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale
price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the
option of the Holder, either reissue (if surrendered) this Note in a principal amount equal to the principal amount of the attempted conversion
or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its
delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000
to cover a Buy-In with respect to an attempted conversion of this Note with respect to which the actual sale price of the Conversion Shares
(including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately
preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing
herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates
representing shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof.


 


vi. Reservation of Shares Issuable Upon Conversion. The Company
covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole
purpose of issuance upon conversion of this Note and exercise of the Warrants, as herein provided, free from preemptive rights or any
other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Notes), not less than two times
the aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement)
issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the outstanding principal amount of
this Note and payment of interest hereunder and exercise of the outstanding Warrants. The Company covenants that all shares of Common
Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable and, if the Registration
Statement is then effective under the Securities Act, shall be registered for public sale in accordance with such Registration Statement.


 


vii. Fractional Shares. No fractional shares or scrip representing
fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share which Holder would otherwise be entitled
to purchase upon such conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in
an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.


 


viii. Transfer Taxes. The issuance of certificates for shares
of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar
taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to
pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion
in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates
unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.


 


 


 






    	 	8	 



     


    

 


Section 5. Certain Adjustments.


 


a) Stock Dividends and Stock Splits. If the Company, at any
time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of
Common Stock or shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of
Common Stock issued by the Company upon conversion of, or payment of interest on, the Notes), (ii) subdivides outstanding shares of Common
Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into
a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock
of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common
Stock (excluding any treasury shares of the Company ) outstanding immediately before such event and of which the denominator shall be
the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become
effective immediately after the record date for the determination of holders of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


b) Subsequent Equity Sales. If, at any time while this Note
is outstanding, the Company sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or
issues (or announces any sale, grant or any option to purchase or other disposition), any common stock or common stock equivalents entitling
any Person to acquire shares of common stock at an effective price per share that is lower than the then Conversion Price (such lower
price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (if
the holder of the common stock or common stock equivalents so issued shall at any time, whether by operation of purchase price adjustments,
reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which
are issued in connection with such issuance, be entitled to receive shares of common stock at an effective price per share that is lower
than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive
Issuance), then the Conversion Price shall be reduced to equal the Base Conversion Price. Such adjustment shall be made whenever such
common stock or common stock equivalents are issued. Notwithstanding the foregoing, no adjustment will be made under this Section 5(b)
in respect of an Exempt Issuance. If the Company enters into a Variable Rate Transaction, despite the prohibition set forth in the Purchase
Agreement, the Company shall be deemed to have issued common stock or common stock equivalents at the lowest possible conversion price
at which such securities may be converted or exercised. The Company shall notify the Holder in writing, no later than 1 Business Day following
the issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b), indicating therein the applicable issuance
price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance
Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section
5(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Shares based upon the Base
Conversion Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion
Price in the Notice of Conversion.


 


c) Subsequent Rights Offerings. If the Company, at any time
while the Note is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to Holders) entitling them
to subscribe for or purchase shares of Common Stock at a price per share that is lower than the then Conversion Price , then the Conversion
Price shall be multiplied by a fraction of which the denominator shall be the number of shares of the Common Stock outstanding on the
date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase,
and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants
plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming delivery to the Company
in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such price. Such adjustment
shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination
of stockholders entitled to receive such rights, options or warrants.


 


d) Pro Rata Distributions. If the Company, at any time while
this Note is outstanding, distributes to all holders of Common Stock (and not to the Holders) evidences of its indebtedness or assets
(including cash and cash dividends) or rights or warrants to subscribe for or purchase any security (other than the Common Stock, which
shall be subject to Section 5(b)), then in each such case the Conversion Price shall be adjusted by multiplying such Conversion Price
in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction
of which the denominator shall be the then price of the common stock or the VWAP determined as of the record date mentioned above, and
of which the numerator shall be such then price of the common stock or the VWAP on such record date less the then fair market value at
such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common
Stock as determined by the Board of Directors of the Company in good faith. In either case the adjustments shall be described in a statement
delivered to the Holder describing the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable
to 1 share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately
after the record date mentioned above.


 


 






    	 	9	 



     


    

 


e) Fundamental Transaction. If, at any time while this Note
is outstanding, (i) the Company effects any merger or consolidation of the Company with or into another Person, (ii) the Company effects
any sale of all or substantially all of its assets in one transaction or a series of related transactions, (iii) any tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange
their shares for other securities, cash or property, or (iv) the Company effects any reclassification of Common Stock or any compulsory
share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in
any such case, a “Fundamental Transaction”), then, upon any subsequent conversion of this Note, the Holder shall have
the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence
of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon
the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share
of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the determination of the Conversion
Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable
in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the
Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.
If holders of one share of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following
such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving
entity in such Fundamental Transaction shall issue to the Holder a new Note consistent with the foregoing provisions and evidencing the
Holder’s right to convert such Note into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction
is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 5(e) and
insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental
Transaction.


 


f) Calculations. All calculations under this Section 5 shall
be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 5, the number of shares
of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding
any treasury shares of the Company) issued and outstanding.


 


g) Notice to the Holder.


 


i. Adjustment to Conversion Price. Whenever the Conversion Price
is adjusted pursuant to any provision of this Section 5, the Company shall promptly deliver to each Holder a notice setting forth the
Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.


 


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


 


 






    	 	10	 



     


    

 


Section 6.  Redemption; Automatic Conversion.


 


a) Optional Redemption at Election of Company. Subject to the
provisions of this Section 6(a), at any time after Original Issue Date, the Company may, deliver a written notice to the Holder (an “Optional
Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”)
of its irrevocable election to redeem all of the then outstanding principal amount of this Note for cash in an amount equal to the Optional
Redemption Amount on the 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional
Redemption Date”, such 20 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional
Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company covenants and agrees
that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all
amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied
ratably to all of the holders of the then outstanding Notes based on their (or their predecessor’s) initial purchases of Notes pursuant
to the Purchase Agreement. In the event of any such attempt to repay the Notes, the Holder shall have the right to convert the Notes prior
to the date of any such prepayment in accordance with the conversion mechanics set forth herein.


 


b) Monthly Redemption. On each Monthly Redemption Date until
the entire original principal amount of this Note has been repaid or converted, the Company shall redeem the Monthly Redemption Amount
(the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in
cash. Holder may convert, pursuant to Section 4(a), any principal amount of this Note subject to a Monthly Redemption at any time prior
to the date that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing
to the Holder are due and paid in full.


 


Any principal amount of this Note converted between Monthly Redemption
Dates in excess of the Monthly Redemption Amount shall be applied against the last principal amount of this Note scheduled to be redeemed
hereunder, in reverse time order from the Maturity Date. The Company covenants and agrees that it will honor all Notices of Conversion
tendered up until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption shall be applied ratably
to all of the holders of the then outstanding Notes based on their (or their predecessor’s) initial purchases of Notes pursuant
to the Purchase Agreement.


 


c) Redemption Procedure. The payment of cash pursuant to an
Optional Redemption or a Monthly Redemption shall be payable on the Optional Redemption Date and Monthly Redemption Date, as applicable.
If any portion of the payment pursuant to an Optional Redemption or Monthly Redemption shall not be paid by the Company by the applicable
due date, and Event of Default shall be deemed to have occurred under the Notes. Notwithstanding anything to the contrary in this Section
6, the Company’s determination to redeem in cash or its elections under Section 6(b) shall be applied ratably among the Holders
of Notes. The Holder may elect to convert the outstanding principal amount of the Note pursuant to Section 4 prior to actual payment in
cash for any redemption under this Section 6 by the delivery of a Notice of Conversion to the Company.


 


d) Fractional Shares. No fractional shares are to be issued
upon the conversion of this Note, but rather the number of shares of Common Stock to be issued shall be rounded to the nearest whole number. To
the extent that rounding up to the nearest whole number would result in a violation of Section 4(d)(vi), the Company shall pay the applicable
converting Holder an amount in cash equal to the fractional share amount multiplied by the Closing Bid Price for the Common Stock on the
such date of conversion.


 


(e) Mandatory Prepayment. The Company shall be required to offer
to prepay in cash the aggregate unpaid principal amount of the Notes at (i) 115% of such amount plus any unpaid accrued interest to the
date of repayment if within the first 3 months of the Closing Date and (ii) 120% of such plus any unpaid accrued interest to the prepayment
date if on or after the first 3 months of the Closing Date, on the sale of all or substantially all of the assets of the Company and its
subsidiaries or upon a Change of Control, on a Qualified Offering , and at Maturity. In such an event, the Investor(s) shall have the
right to convert the Notes prior to the date of any such prepayment in accordance with any of the conversion mechanics as set forth in
the Notes. Such payment shall be made on the date of each of the events specified above and in each case the Company shall if practical
have provided 20 days’ notice to Holders. In such an event, the Investor(s) shall have the right to convert the Notes prior to the
date of any such prepayment in accordance with any of the conversion mechanics as set forth herein.


 


 






    	 	11	 



     


    

 


Section 7. 
Negative Covenants. As long as any portion of this Note remains outstanding, unless the Majority Purchasers shall have otherwise
given prior written consent, the Company shall not, and shall not permit any of its Subsidiaries (whether or not a Subsidiary on the Original
Issue Date) to, directly or indirectly:


 


a) other than Permitted Indebtedness, enter into, create, incur, assume,
guarantee or suffer to exist any indebtedness for borrowed money of any kind, including, but not limited to, a guarantee, on or with respect
to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;


 


b) other than Permitted Liens, enter into, create, incur, assume or
suffer to exist any Liens of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest
therein or any income or profits therefrom;


 


c) amend its
charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially and adversely
affects any rights of the Holder, provided that the foregoing shall not
include an amendment to the certificate of incorporation to increase the Company’s authorize shares of Common Stock and/or to effect
a reverse split of the Common Stock in a range from 1-for-2 and 1-for-8;


 


d) repay, repurchase or offer to repay, repurchase or otherwise acquire
more than a de minimis number of shares of its Common Stock or Common Stock Equivalents of the Company or its Subsidiaries other
than as to (i) the Conversion Shares as permitted or required under the Transaction Documents and (ii) repurchases of Common Stock or
Common Stock Equivalents of Company departing officers and directors of the Company, provided that such repurchases shall not exceed an
aggregate of $100,000 for all officers and directors during the term of this Note;


 


e) repay, repurchase or offer to repay, repurchase or otherwise acquire,
or make any principal, interest or amortization payment on any Indebtedness, other than the Notes if on a pro-rata basis;


 


f) pay cash dividends or distributions on any equity securities of
the Company or its subsidiaries;


 


g) enter into any transaction with any Affiliate of the Company which
would be required to be disclosed in any public filing with the Commission, unless such transaction is made on an arm’s-length basis
and expressly approved by a majority of the disinterested directors of the Company (even if less than a quorum otherwise required for
board approval); or


 


h) enter into any agreement with respect to any of the foregoing.


 


Section 8. Events of Default.


 


a) “Event of Default” means, wherever used herein,
any of the following events (whatever the reason for such event and whether such event shall be voluntary or involuntary or effected by
operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or
governmental body):


 


i. any default in the payment of (A) the principal amount of any Note
or (B) interest, liquidated damages and other amounts owing to a Holder on any Note, as and when the same shall become due and payable
(whether on a Conversion Date or the Maturity Date or by acceleration or otherwise) which default, solely in the case of an interest payment
or other default under clause (B) above, is not cured within 5 Trading Days;


 


ii. the Company, any of its Subsidiaries shall fail to observe or perform
any other covenant or agreement contained in the Notes (other than a breach by the Company of its obligations to deliver shares of Common
Stock to the Holder upon conversion, which breach is addressed in clause (xi) below) which failure is not cured, if possible to cure,
within the earlier to occur of (A) 5 Trading Days after notice of such failure sent by the Holder or by any other Holder to the Company
and (B) 10 Trading Days after the Company has become or should have become aware of such failure;


 


 






    	 	12	 



     


    

 


iii. a default or event of default (subject to any grace or cure period
provided in the applicable agreement, document or instrument) shall occur under (A) any of the Transaction Documents, or (B) any other
material agreement, lease, document or instrument to which the Company or any Subsidiary is obligated (and not covered by clause (vi)
below);


 


iv. any representation or warranty made in this Note, any other Transaction
Documents, any written statement pursuant hereto or thereto or any other report, financial statement or certificate made or delivered
to the Holder or any other Holder shall be untrue or incorrect in any material respect as of the date when made or deemed made;


 


v. the Company or any Significant Subsidiary (as such term is defined
in Rule 1-02(w) of Regulation S-X) shall be subject to a Bankruptcy Event;


 


vi. the Company or any Subsidiary shall default on any of its obligations
under any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there
may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money or money due under any long term leasing
or factoring arrangement that involves an obligation greater than $100,000, whether such indebtedness now exists or shall hereafter be
created;


 


vii. after the initial public offering, the Common Stock shall not
be eligible for listing or quotation for trading on a Trading Market and shall not be eligible to resume listing or quotation for trading
thereon within five Trading Days;


 


viii. the Company shall be a party to any Change of Control Transaction
or Fundamental Transaction or shall agree to sell or dispose of all or in excess of 50% of its assets in one transaction or a series of
related transactions (whether or not such sale would constitute a Change of Control Transaction);


 


ix. after the initial public offering, the Company does not meet the
current public information requirements under Rule 144 in respect of the Registrable Securities (as defined under the Registration Rights
Agreement);


 


x. the Company shall fail for any reason to deliver certificates to
a Holder on or before the tenth Trading Day after a Conversion Date pursuant to Section 4(d) the Company shall provide at any time notice
to the Holder, including by way of public announcement, of the Company’s intention to not honor requests for conversions of any
Notes in accordance with the terms hereof; or


 


xi. any monetary judgment, writ or similar final process shall be entered
or filed against the Company, any subsidiary, or any of their respective property or other assets for more than $100,000, and such judgment,
writ or similar final process shall remain unvacated, unbonded or unstayed for a period of 45 calendar days.


 


b) Remedies Upon Event of Default. If any Event of Default occurs,
the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect
thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory
Default Amount. Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note,
the interest rate on this Note shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under
applicable law. At Holder’s option, it shall be entitled to be paid all such amounts due including late fees, if any, in cash or
from time to time in common stock with the conversion price of the common stock equal to a 30% discount to the average of the three lowest
closing prices of the common stock for the 10 prior trading days. Upon the payment in full of the Mandatory Default Amount, the Holder
shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration described herein, the Holder
need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately
and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to
it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder
shall have all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to this Section 8(b).
No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.


 


 






    	 	13	 



     


    

 


Section 9. Miscellaneous.


 


a) Notices. Any and all notices or other communications or deliveries
to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally,
by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Company at the address set forth above, or
such other facsimile or electronic mail number or address as the Company may specify for such purpose by notice to the Holder delivered
in accordance with this Section 9(a). Any and all notices or other communications or deliveries to be provided by the Company hereunder
shall be in writing and delivered personally, by facsimile or electronic mail, or sent by a nationally recognized overnight courier service
addressed to each Holder at the facsimile number or address of the Holder appearing on the books of the Company, or if no such facsimile
number or address appears, at the principal place of business of the Holder. Any notice or other communication or deliveries hereunder
shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via
facsimile or electronic mail at the facsimile number or email address, as applicable, specified on the signature page prior to 5:30 p.m.
(New York City time), (ii) the date immediately following the date of transmission, if such notice or communication is delivered via facsimile
or electronic mail at the facsimile number or email address, as applicable, specified on the signature page between 5:30 p.m. (New York
City time) and 11:59 p.m. (New York City time) on any date, (iii) the second Business Day following the date of mailing, if sent by nationally
recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be given.


 


b) Absolute Obligation. Except as expressly provided herein,
no provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal
of, liquidated damages and accrued interest, as applicable, on this Note at the time, place, and rate, and in the coin or currency, herein
prescribed. This Note is a direct debt obligation of the Company. This Note ranks pari passu with all other Notes now or hereafter
issued under the terms set forth herein.


 


c) Lost or Mutilated Note. If this Note shall be mutilated,
lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated
Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a new Note for the principal amount of this Note so mutilated,
lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such Note, and of the ownership hereof,
reasonably satisfactory to the Company.


 


d) Governing Law. All questions concerning the construction,
validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal
laws of the State of New York, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings
concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought
against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the
state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each party
hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any
of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for
such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit,
action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such
party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner
permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all
right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby. If the
Holder shall commence an action or proceeding to enforce any provisions of this Note, then it shall be reimbursed by the Company for its
attorney’s fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.


 


e) Waiver; Amendment. Any waiver by the Company, or the Holder
of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or
of any breach of any other provision of this Note. The failure of the Company, or the Holder to insist upon strict adherence to any term
of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this Note. Any waiver by the Company, or the Holder must be in writing. No provision of this
Agreement may be waived or amended except in a written instrument signed, in the case of amendments, by the Company and the Majority Purchasers
or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought.


 


 






    	 	14	 



     


    

 


f) Severability. If any provision of this Note is invalid, illegal
or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any Person or circumstance,
it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount
deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically
be lowered to equal the maximum rate of interest permitted under applicable law. The Company covenants (to the extent that it may lawfully
do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or
interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants
or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage
of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein
granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.


 


g) Next Business Day. Whenever any payment or other obligation
hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.


 


h) Headings. The headings contained herein are for convenience
only, do not constitute a part of this Note and shall not be deemed to limit or affect any of the provisions hereof.


 


i) Assumption. Any successor to the Company or any surviving
entity in a Fundamental Transaction shall (i) assume, prior to such Fundamental Transaction, all of the obligations of the Company under
this Note and the other Transaction Documents pursuant to written agreements in form and substance satisfactory to the Holder (such approval
not to be unreasonably withheld or delayed) and (ii) issue to the Holder a new Note of such successor entity evidenced by a written instrument
substantially similar in form and substance to this Note, including, without limitation, having a principal amount and interest rate equal
to the principal amount and the interest rate of this Note and having similar ranking to this Note, which shall be satisfactory to the
Holder (any such approval not to be unreasonably withheld or delayed). The provisions of this Section 9(i) shall apply similarly and equally
to successive Fundamental Transactions and shall be applied without regard to any limitations of this Note.


 


j) Senior Secured Obligation. The Notes will be senior to all
obligations of the Company, except those set forth on Schedule 3.1(g)(5) to the Purchase Agreement. The obligations of the Company under
this Note are secured pursuant to the Security Agreement, the Debenture and the Share Charge.


 


k) Affidavit of Confession of Judgment. The Holder hereby covenants
and agrees that it will hold in escrow and not file in any court or otherwise make use of the Affidavit of Confession of Judgment (notwithstanding
anything therein to the contrary) unless and until an Event of Default has occurred and is continuing that allows the Holder to demand
immediate payment of the outstanding principal amount of this Note.


 


*********************


 


(Signature Pages Follow)


 


 



    	 	15	 



     


    




 


 


IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
by a duly authorized officer as of the date first above indicated.


 


 


 


 


	 	GAMING TECHNOLOGIES, INC.
	 	 
	 	By: __________________________________________ 
	 	 
	 	 
	 	Name: Jason Drummond
	 	Title: Chief Executive Officer
	 	Facsimile No. for delivery of Notices: 


 


 






    	 	16	 



     


    

 




ANNEX A


 


NOTICE OF CONVERSION


 


The undersigned hereby elects
to convert principal under the 10% Senior Secured Convertible Note of Gaming Technologies, Inc., a Delaware corporation (the “Company”),
due on November 18, 2022, into shares of common stock, of the Company (the “Common Stock”), according to the conditions
hereof, 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 taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested
by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.


 


By the delivery of this Notice
of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts
determined in accordance with Section 13(d) of the Exchange Act, specified under Section 4 of this Note.


 


The undersigned agrees to
comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid
shares of Common Stock.


 


Conversion calculations:


 


Date to Effect Conversion:


 


Principal Amount of Notes to be Converted:


 


Payment of Interest in Common Stock __ yes __ no


 


If yes, $_____________of Interest Accrued on Account
of Conversion at Issue.


 


Number of shares of Common Stock to be issued:


 


Signature:


 


Name:


 


Address:


 


 


 


Delivery Instructions:


 


     


 






    	 	17	 



     


    

 


 


Schedule
1


 


CONVERSION SCHEDULE


 


 


The 10% Original Issue Discount Senior Secured Convertible Note due
on November 18, 2022 in the original principal amount of $1,666,666.67 is issued by Gaming Technologies, Inc., a Delaware corporation.
This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note.


 


Dated:


 


 


 


	 	Date of Conversion (or for first entry, Original Issue Date)	Amount of Conversion	Aggregate Principal Amount Remaining Subsequent To Conversion (or original Principal Amount)	Company Attest
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


 


 


 


 


 






    	 	18