Exhibit
4.7


 


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: March 9, 2016


Principal
Amount: $250,000


 





DUE
March 9, 2017


 


THIS
8% CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued convertible note of Lifelogger Technologies Corp., a Nevada
corporation, (the “Company”), having its principal place of business at 11380 Prosperity Farms Road, Suite
221E, Palm Beach Gardens, FL 33410, and such convertible note is due March 9, 2017 (the “Note”).


 


FOR
VALUE RECEIVED, the Company promises to pay to Old Main Capital, LLC, or its registered assigns (the “Holder”),
or shall have paid pursuant to the terms hereunder, the principal sum of $250,000 (the “Principal Amount”)
on March 9, 2017 (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. Holder and Company have entered into that certain $5,000,000 equity line
term sheet dated March 9, 2016 (“Term Sheet”), attached hereto as Exhibit A. Pursuant to the Term Sheet, the
Company is issuing this Note as a commitment fee to the Holder. This Note is also 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:


 


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


 


“Alternate
Conversion Price” shall mean 52% of the lowest VWAP of the Common Stock for the 15 consecutive Trading Days ending on
the Trading Day that is immediately prior to the applicable Conversion Date.


 


“Amortization
Payment Date” shall mean the date that is six (6) months after the Original Issue Date.


 


“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 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.


 


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


 


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


 






    			 



    	 	 	 



    

 


“Change
of Control Transaction” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof
by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act)
of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise)
of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Note and the
Securities issued together with the Note), (b) the Company merges into or consolidates with any other Person, or any Person merges
into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately
prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction,
(c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company
immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after
the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board
of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original
Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board
of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the
execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events
set forth in clauses (a) through (d) above.


 


“Common
Stock” shall mean the Company’s common stock.


 


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


 


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


 


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


 


“DTC”
means the Depository Trust Company.


 


“DTC/FAST
Program” means the DTC’s Fast Automated Securities Transfer Program.


 


“DWAC
Eligible” means that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational Arrangements,
including without limitation transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation)
by the DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Conversion
Shares are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting or limiting
delivery of the Conversion Shares via DWAC.


 






    			 



    	 	 	 



    

 


“Equity
Conditions” means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions
scheduled to occur or occurring by virtue of one or more Notices of Conversion of the Holder, if any, (b) the Company shall have
paid all liquidated damages and other amounts owing to the Holder in respect of this Note, (c)(i) there is an effective Registration
Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares of Common
Stock issuable pursuant to the Transaction Documents (and the Company believes, in good faith, that such effectiveness will continue
uninterrupted for the foreseeable future) or (ii) all of the Conversion Shares issuable pursuant to the Transaction Documents
(and shares issuable in lieu of cash payments of interest) may be resold pursuant to Rule 144 without volume or manner-of-sale
restrictions as determined by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and
acceptable to the Transfer Agent and the Holder, (d) the Common Stock is trading on a Trading Market and all of the shares issuable
pursuant to the Transaction Documents are listed or quoted for trading on such Trading Market (and the Company believes, in good
faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e) there
is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the
shares then issuable pursuant to the Transaction Documents, (f) there is no existing Event of Default and no existing event which,
with the passage of time or the giving of notice, would constitute an Event of Default, (g) the issuance of the shares in question
to the Holder would not violate the limitations set forth in Section 4(d) herein, (h) there has been no public announcement of
a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, (i) the applicable
Holder is not in possession of any information provided by the Company that constitutes, or may constitute, material non-public
information, (j) the Company has timely filed (or obtain extensions in respect thereof and file within the applicable grace period)
all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act, (k) on any date that the Company
desires to make a payment of interest and/or principal, the average daily dollar volume of the Company’s common stock for
the previous twenty (20) trading days must be greater than $30,000, (l) the Company shares of common stock must be DWAC Eligible
and not subject to a “DTC chill”, (m) the Conversion Shares must be delivered via an “Automatic Conversion”
of principal and/or interest, and (n) on any date that the Company desires to make a payment of interest and/or principal through
the issuance of the Company’s common stock, the conversion price for such payment will be the lower of the (i) Fixed Conversion
Price or (ii) 70% of the lowest VWAP of the Common Stock in the ten (10) trading days immediately prior to such date of payment.


 


“Event
of Default” shall have the meaning set forth in Section 6(a).


 


“Fixed
Conversion Price” shall mean the closing price of the Common Stock on March 9, 2016.


 


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


 


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


 


“Mandatory
Default Amount” means the payment of 125% of the outstanding principal amount of this Note and accrued and unpaid interest
hereon, in addition to the payment of all other amounts, costs, expenses and liquidated damages due in respect of this Note.


 






    			 



    	 	 	 



    

 


“Florida
Courts” shall have the meaning set forth in Section 7(d).


 


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


 


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


 


“Purchase
Agreement” means the Securities Purchase Agreement, dated as of March 9, 2016 among the Company and the original Holder,
as amended, modified or supplemented from time to time in accordance with its terms.


 


“Registration
Statement” means a registration statement covering the resale of the Underlying Shares by each Holder.


 


“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(c)(ii).


 


“Successor
Entity” shall have the meaning set forth in Section 5(e).


 


 Section
2. Amortization and Interest.


 


a) Payment
of Interest in Cash or Kind. The Company shall pay interest to the Holder on the aggregate unconverted and
then outstanding principal amount of this Note at the rate of 8% per annum, which half of the base interest amount shall be
guaranteed and the total amount of interest due on the Note for a period of six (6) months shall be deemed earned as of the
Original Issue Date. All interest payments hereunder will be payable in cash, or subject to the Equity Conditions, in cash or
common stock in the Company’s discretion. Accrued and unpaid interest shall be due on payable on each Conversion Date
and on the Maturity Date, or as otherwise set forth herein. Notwithstanding anything to the contrary contained herein, the
Company


 


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.
All overdue accrued and unpaid 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 interest is due hereunder through and including the date of actual payment in full.


 


d) Prepayment
and Redemption. At any time upon ten (10) days written notice to the Holder, and provided the Holder accepts such notice
in its sole discretion, the Company may prepay any portion of the principal amount of this Note and any accrued and unpaid
interest. If the Company exercises its right to prepay the Note, the Company shall make payment to the Holder of an amount in
cash equal to the sum of the then outstanding principal amount of this Note and interest multiplied by 125% on the
10th day after the respective written notice. The Holder may continue to convert up to 50% of the total
outstanding amount of the Note from the date notice of the prepayment is given until the date of the prepayment. However, in
the event that the prepayment amount is not paid to the Holder on the 10th day after the respective written
notice, it shall be considered an event of default under Section 6(a)(ii) of this Note, and the prepayment notice shall be
treated as null and void. Upon the occurrence of an Event of Default, which is not cured within ten (10) business days after
the Holder provides written notice of such applicable Event of Default to the Company, the Holder shall have the right to
require the Company to make payment to the Holder of an amount in cash equal to the sum of the then outstanding principal
amount of this Note and interest multiplied by 150%.


 


e)
Amortization and Installment Payments. Beginning on the Amortization Payment Date, the Company shall begin to make bi-weekly
amortization payments (for the avoidance of doubt, bi-weekly shall mean every two weeks) (each a “Bi-Weekly Payment”),
in cash to the Holder, until this Note is repaid in full. Each Bi-Weekly Payment shall consist of at least 1/12th of
the total outstanding amount under this Note as of the Amortization Payment Date, including the principal, accrued and unpaid
interest (prorated through the entire pay-off period pursuant to this paragraph), and any applicable penalties. The Company may
make a Bi-Weekly Payment to the Holder in Common Stock, in the event that the Equity Conditions detailed above are satisfied.


 


Section
3. Registration of Transfers and Exchanges.


 


a) Different
Denominations. This Note is exchangeable for an equal aggregate principal amount of convertible promissory 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)
Conversion.
If at any time, beginning on the Original Issue Date, and until this Note is no longer outstanding, an Event of Default
occurs under this Note, then upon Holder’s provision of notice to Company of the occurrence of such Event of Default,
the Company shall within three (3) business days of such default notice, pay the total amount outstanding under the Note in
cash (including principal, accrued and unpaid interest, applicable penalties (including default multipliers). In the
event that the Company does not pay the total amount outstanding within three (3) business days of such default notice, then
the total amount outstanding under this Note (post-default amount) at that time shall increase by 50%, and on the fourth
business day after such default notice (the “Second Amortization Payment Date”), the Company shall begin to make
weekly amortization payments (for the avoidance of doubt, weekly shall mean every week) (each a “Weekly
Payment”), in (1) cash to the Holder or (2) Common Stock at a price per share equal to the lesser of (i) the Fixed
Conversion Price or (ii) the Alternate Conversion Price, until this Note is satisfied in full. Each Weekly Payment shall
consist of the greater of (i) $10,000.00 of value under the Note or (ii) 1/24th of the total outstanding amount
under this Note as of the Second Amortization Payment Date, including the principal, accrued and unpaid interest (prorated
through the entire pay-off period pursuant to this paragraph), and any applicable penalties.


 


b) With respect to
the conversion pricing contained in this Note, all such determinations will be appropriately adjusted for any stock dividend,
stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the
Common Stock during such measuring period. Nothing herein shall limit a Holder’s right to pursue actual damages or
declare an Event of Default pursuant to Section 6 hereof 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.


 






    			 



    	 	 	 



    

 


 c) Mechanics of Conversion.




 


i. Conversion
Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion elected
by the Company pursuant to the terms of this Note shall be determined by the quotient obtained by dividing (x) the
outstanding principal amount of this Note to be converted and any accrued and unpaid interest to be converted by (y) the
applicable conversion price, depending upon which is in effect at that time.


 


ii. Delivery
of Certificate Upon Conversion. Not later than three (3) Trading Days after each Conversion Date (the “Share
Delivery Date”), pursuant to the amortization schedules contained herein, 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 date on
which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information and the
Company has received an opinion of counsel to such effect reasonably acceptable to the Company (which opinion the Company
will be responsible for obtaining) 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 (if the Company has elected or is required to
pay accrued interest in cash). All certificate or certificates required to be delivered by the Company under this Section
4(d) shall be delivered electronically through the Depository Trust Company or another established clearing corporation
performing similar functions. If the Conversion Date is prior to the date on which such Conversion Shares are eligible to be
sold under Rule 144 without the need for current public information the Conversion Shares shall bear a restrictive legend in
the following form, as appropriate:


 


“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN
A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 


Notwithstanding
the foregoing, commencing on such date that the Conversion Shares are eligible for sale under Rule 144 subject to current public
information requirements, the Company, upon request of the Holder, shall obtain a legal opinion to allow for such sales under
Rule 144.


 






    			 



    	 	 	 



    

 


 


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 Share Delivery 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 Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion
Notice.


 


iv. Obligation
Absolute; Partial Liquidated Damages. 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 the Holder of this Note shall elect to convert any or all of the outstanding principal or interest amount
hereof, the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the
Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on
notice to Holder, 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 outstanding principal amount
of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of
arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it
obtains judgment. 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(c)(ii) by the Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages
and not as a penalty, $1,000 per Trading Day for each Trading Day after such Share Delivery Date until such certificates are
delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or
declare an Event of Default pursuant to Section 6 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.


 






    			 



    	 	 	 



    

 


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(c)(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, if any, 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 (in which case
such conversion shall be deemed rescinded) 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(c)(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 a number of shares of Common Stock at least equal to 300% of the total amount
of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at
any time, for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each 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 Note), not less than such aggregate number of shares of the Common Stock as shall (subject to
the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and
restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note and payment of interest
hereunder. 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, at such times as the Registration Statement covering such
shares is then effective under the Securities Act, will be registered for public resale 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 the 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 Fixed Conversion Price or Alternate Conversion Price, whichever is in effect, or
round up to the next whole share.


 


viii. Transfer
Taxes and Expenses. 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. The Company shall pay all Transfer
Agent fees required for same-day processing of any Notice of Conversion.


 






    			 



    	 	 	 



    

 


d) Holder’s
Conversion Limitations. The Company shall not effect any conversion of principal and/or interest of this Note, and a
Holder shall not have the right to convert any principal and/or interest 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 Persons 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 (i) conversion of the remaining, unconverted principal
amount of this Note beneficially owned by the Holder or any of its Affiliates and (ii) 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 promissory notes or the warrants as
further defined in the securities purchase agreement dated March 9, 2016) beneficially owned by the Holder or any of its
Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4(e), 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(d) 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(e), 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: (i) the Company’s most recent periodic or annual report filed with the
Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written 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 9.99% 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(e), 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(e) shall continue to apply. Any such increase or decrease will not be effective until the 61st 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(d) 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.


 






    			 



    	 	 	 



    

 


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 on 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 Note), (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 Fixed Conversion Price or Alternate 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 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) Intentionally
Omitted.


 


c)
Intentionally Omitted.


 


d) Intentionally
Omitted.


 






    			 



    	 	 	 



    

 


e) Fundamental
Transaction. If, at any time while this Note is outstanding, (i) the Company, directly or indirectly, in one or more
related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the
Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of
all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase
offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of
Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been
accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or
more related transactions effects any reclassification, reorganization or recapitalization of the 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, (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share
purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off
or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of
Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or
associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business
combination) (each 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 (without regard to any limitation in Section 4(e) on the
conversion of this Note), the number of shares of Common Stock of the successor or acquiring corporation or of the Company,
if it is the surviving corporation, and any additional consideration (the “Alternate
Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of
Common Stock for which this Note is convertible immediately prior to such Fundamental Transaction (without regard to any
limitation in Section 4(d) on the conversion of this Note). For purposes of any such conversion, the determination of the
applicable conversion price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of
Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company
shall apportion the applicable 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 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.
The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the
“Successor Entity”) to assume in writing all of the obligations of the Company under this Note and the
other Transaction Documents (as defined in the Purchase Agreement) in accordance with the provisions of this Section 5(e)
pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder
(without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the holder of this
Note, deliver to the Holder in exchange for this Note a security of the Successor Entity evidenced by a written instrument
substantially similar in form and substance to this Note which is convertible for a corresponding number of shares of capital
stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon
conversion of this Note (without regard to any limitations on the conversion of this Note) prior to such Fundamental
Transaction, and with a conversion price which applies the conversion price hereunder to such shares of capital stock (but
taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value
of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose of
protecting the economic value of this Note immediately prior to the consummation of such Fundamental Transaction), and which
is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the
Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction,
the provisions of this Note and the other Transaction Documents referring to the “Company” shall refer instead to
the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the
Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named
as the Company herein.


 






    			 



    	 	 	 



    

 


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 Fixed 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 Fixed 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 stockholders of the Company 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, or 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 the 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. To the extent that any
notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall
remain 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 except as may otherwise be expressly set forth herein.


 






    			 



    	 	 	 



    

 


Section
6. 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 3 Trading Days;


 


ii. the Company shall materially fail to observe or perform any other covenant or agreement contained in the Note (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;


 


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 any of the Transaction Documents.


 


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 (a)
involves an obligation greater than $50,000, whether such indebtedness now exists or shall hereafter be created, and (b)
results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become
due and payable; 


 


vii. 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 or the transfer of shares of Common Stock through
the Depository Trust Company System is no longer available or “chilled”;


 


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 33% 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. the Company shall fail for any reason to deliver shares of Common Stock to the Holder prior to the third Trading Day after a
Conversion Date pursuant to Section 4(c) or 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 Note in accordance with
the terms hereof; 


 


x. the Company fails to file with the Commission any required reports under Section 13 or 15(d) of the Exchange Act such that
it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable);


 


xi. if the Company or any Significant Subsidiary shall: (i) apply for or consent to the appointment of a receiver, trustee,
custodian or liquidator of it or any of its properties, (ii) admit in writing its inability to pay its debts as they mature,
(iii) make a general assignment for the benefit of creditors, (iv) be adjudicated a bankrupt or insolvent or be the subject
of an order for relief under Title 11 of the United States Code or any bankruptcy, reorganization, insolvency, readjustment
of debt, dissolution or liquidation law or statute of any other jurisdiction or foreign country, or (v) file a voluntary
petition in bankruptcy, or a petition or an answer seeking reorganization or an arrangement with creditors or to take
advantage or any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or
an answer admitting the material allegations of a petition filed against it in any proceeding under any such law, or (vi)
take or permit to be taken any action in furtherance of or for the purpose of effecting any of the foregoing;


 






    			 



    	 	 	 



    

 


xii. if any order, judgment or decree shall be entered, without the application, approval or consent of the Company or any
Significant Subsidiary, by any court of competent jurisdiction, approving a petition seeking liquidation or reorganization of
the Company or any Subsidiary, or appointing a receiver, trustee, custodian or liquidator of the Company or any Subsidiary,
or of all or any substantial part of its assets, and such order, judgment or decree shall continue unstayed and in effect for
any period of sixty (60) days;


 


xiii. the occurrence of any levy upon or seizure or attachment of, or any uninsured loss of or damage to, any property of the
Company or any Subsidiary having an aggregate fair value or repair cost (as the case may be) in excess of $100,000
individually or in the aggregate, and any such levy, seizure or attachment shall not be set aside, bonded or discharged
within thirty (30) days after the date thereof;


 


xiv. the Company shall fail to maintain sufficient reserved shares pursuant to Section 4.10 of the Purchase Agreement; 


 


xv. 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 $50,000, and such judgment, writ or similar final process shall
remain unvacated, unbonded or unstayed for a period of 45 calendar days; 


 


xvi. a breach or default by the Company of any covenant or other term or condition contained in any of the other financial
instrument currently issued or hereafter issued by the Company, to the Holder, including but not limited to promissory notes
(the “Other Agreements”), after the passage of all applicable notice and cure or grace periods, shall, at the
option of the Holder, be considered a default under this Note, in which event the Holder shall be entitled (but in no event
required) to apply all rights and remedies of the Holder under the terms of this Note by reason of a default under said Other
Agreement;


 


xvii. any attempt by the Company or its officers, directors, and/or affiliates to transmit, convey, disclose, or any actual
transmittal, conveyance, or disclosure by the Company or its officers, directors, and/or affiliates of, material non-public
information concerning the Company, to the Holder or its successors and assigns, which is not immediately cured by
Company’s filing of a Form 8-K pursuant to Regulation FD on that same date; 


 






    			 



    	 	 	 



    

 


xviii. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or
default by the Company of any covenant or other term or condition contained in any of the other financial instrument,
including but not limited to all convertible promissory notes and equity lines, currently issued, or hereafter issued, by the
Company, to the Holder or any other 3rd party (the “Other Agreements”), after the passage of all
applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note, in
which event the Holder shall be entitled to apply all rights and remedies of the Holder under the terms of this Note by
reason of a default under said Other Agreement or hereunder; or


 


xix. the Company fails to file a preliminary 14-C for an increase in authorized shares of common stock (the “Preliminary
14-C”) within twenty (20) calendar days after the issue date of this Note and/or fails to file a definitive 14-C for an
increase in authorized shares of common stock within twenty (20) calendar days after the Preliminary 14-C is filed, unless
such failure is solely due to responding to comments from the SEC with respect to the Preliminary 14-C.


 


b) Remedies Upon
Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(d), if any Event of Default
occurs, then 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. 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 additional interest rate
equal to the lesser of 2% per month (24% per annum) or the maximum rate permitted under applicable law. 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
6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent
thereon.


 


 Section
7. 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 number or address as the Company may specify for such purposes by notice to the Holder delivered in accordance with
this Section 7(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 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 on the books of the Company, at the principal place of business of such Holder, as set forth in the
Purchase Agreement. 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 at the facsimile number
set forth on the signature pages attached hereto prior to 12:00 p.m. (EST time) on any date, (ii) the next Trading Day after
the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the
signature pages attached hereto on a day that is not a Trading Day or later than 12:00 p.m. (EST time) on any Trading Day,
(iii) the second Trading Day following the date of mailing, if sent by U.S. 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 promissory 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 Florida, 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 Broward County, Florida (the “Florida Courts”). Each party hereto hereby
irrevocably submits to the exclusive jurisdiction of the Florida 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 Florida Courts, or such Florida 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 any
party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing party in such action
or proceeding shall be reimbursed by the other party for its attorneys fees and other costs and expenses incurred in the
investigation, preparation and prosecution of such action or proceeding.


 


e) Waiver.
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 on any other occasion. Any waiver by the Company or the Holder must be in writing.


 


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 Note, 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) Remedies,
Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be
cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at
law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit
the Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms
of this Note. The Company covenants to the Holder that there shall be no characterization concerning this instrument other
than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like
(and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided
herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a
breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such
breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder
shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such
threatened breach, without the necessity of showing economic loss and without any bond or other security being required. The
Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to
confirm the Company’s compliance with the terms and conditions of this Note.


 


h) 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.


 


i) 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.


 


j) Section
3(a)(9) and 3(a)(10) Transactions. The express written consent of the Holder must be obtained by the Company, if at any
time while this Note is outstanding, the Company seeks to enter into a transaction structured in accordance with, based upon,
or related or pursuant to, in whole or in part, Section 3(a)(9) or 3(a)(10) of the Securities Act.


 


 Section
8. Participation in Future Financing.


 


a)
Subject to any existing obligations of the Company, from the date hereof until the date that is the 12-month anniversary of the
date of this Note, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt
for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public underwritten
offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents (a “Subsequent
Financing”), each Holder shall have the right to participate in the Subsequent Financing in an amount up to 100% of
such Holder’s Pro Rata Portion (as defined below) (the “Participation Maximum”) on the same terms, conditions
and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with respect to participation
rights.


 






    			 



    	 	 	 



    

 


b)
At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder a written
notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Holder
if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”).
Upon the request of a Holder within two (2) Trading Days after the Pre-Notice, and only upon a request by such Holder,
for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver
a Subsequent Financing Notice to such Holder. The Subsequent Financing Notice shall describe in reasonable detail the proposed
terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through
or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating
thereto as an attachment.


 


c) Any
Holder desiring to participate in such Subsequent Financing must provide written notice to the Company no later than two (2) Trading
Days after delivery of such Subsequent Financing Notice that such Holder is willing to participate in the 
Subsequent Financing, the amount of such Holder’s participation, and
representing and warranting that such Holder has such funds ready, willing, and available for investment 
on the terms set forth in the Subsequent Financing Notice.


 


d) If
notifications by the Holders of their willingness to participate in the Subsequent Financing (or to cause their designees to participate)
is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion
of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.


 


e) If
the Company receives responses to a Subsequent Financing Notice from Holders seeking to purchase more than the aggregate amount
of the Participation Maximum, each such Holder shall have the right to purchase its Pro Rata Portion of the 
Participation Maximum. “Pro Rata Portion” means the ratio
of (x) the amount of Notes held by a Holder participating under this Section 8 and (y) $250,000.00.


 


f) The
Company must provide the Holders with a second Subsequent Financing Notice, and the Holders will again have the right of participation
set forth above in this Section 8, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated
for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Trading Days after the date of the
initial Subsequent Financing Notice.


 


g) The
Company and each Holder agree that if any Holder elects to participate in the Subsequent Financing, the transaction documents
related to the Subsequent Financing shall not include any term or provision whereby such Holder shall be required to agree to
any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination
of, or grant any waiver, release or the like under or in connection with, this Note, without the prior written consent of such
Holder.


 


h) Notwithstanding
anything to the contrary in this Section 8 and unless otherwise agreed to by such Holder, the Company shall either confirm in
writing to such Holder that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose
its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that such Holder will
not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent
Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent
Financing has been made, and no notice regarding the abandonment of such transaction has been received by such Holder, such transaction
shall be deemed to have been abandoned and such Holder shall not be deemed to be in possession of any material, non-public information
with respect to the Company or any of its Subsidiaries.


 


i) Notwithstanding
the foregoing, this Section 8 shall not apply in respect of an Exempt Issuance.


 


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


 


(Signature
Pages Follow)


 




    			 



    	 	 	 



    


 


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.


 


	 	Lifelogger
    Technologies Corp.
	 	 
	 	By:	/s/
    Stewart Garner
	 	Name:	Stewart
    Garner
	 	Title:	Chief
    Executive Officer
	 	Facsimile No. for delivery of Notices: _______________


 




    			 



    	 	 	 



    


  


ANNEX
A


 


 NOTICE
OF CONVERSION


 


 


The
undersigned hereby elects to convert principal under the 8% convertible promissory note due March 9, 2017 of Lifelogger Technologies
Corp., a Nevada corporation (the “Company”), into shares of common stock (the “Common Stock”),
of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock 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 specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the
Exchange Act.


 


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 Note 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:
	 	 
	 	Delivery
    Instructions:


 




    			 



    	 	 	 



    


 


Schedule
1


 


 CONVERSION
SCHEDULE


 


This
8% convertible promissory note due on March 9, 2017 in the original principal amount of $250,000 is issued by Lifelogger Technologies
Corp., a Nevada 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