Exhibit 10.24


 


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: May 17, 2021


 


Original
Principal Amount: $306,865.22


 


Purchase
Price: $257,750.00


 


ORIGINAL
ISSUE DISCOUNT SENIOR SECURED


 


CONVERTIBLE
PROMISSORY NOTE


 


DUE
January 31, 2022


 


THIS
ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued debt obligation of Can B Corp.,
a Florida corporation (the “Company” or the “Borrower”), having its principal place of business
at 960 South Broadway, Suite 120, Hicksville, NY 11801, designated as its Original Issue Discount Senior Secured Convertible Promissory
Note due January 16, 2022 (the “Note”).


 


FOR
VALUE RECEIVED, the Company promises to pay to Arena Special Opportunities Fund, LP or its registered assigns (the “Holder”),
or shall have paid pursuant to the terms hereunder, the principal sum of $306,865.22 and any other sums due hereunder on January 31,
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:


 


“Alternate
Conversion Price” means the lower of (i) $0.25 or (ii) 75% of the closing bid price of the Company’s Common Stock on
the Trading Market on the date of conversion.


 




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“Bankruptcy
Event” means any of the following events: (a) the Company 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, (b) there is commenced against the Company any such case or proceeding that is not dismissed within 60 days after commencement,
(c) the Company is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered,
(d) the Company 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 makes a general assignment for the benefit of creditors, (f)
the Company calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts or (g)
the Company, 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).


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which the New York Federal Reserve Bank is closed.


 


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


 


“Change
of Control Transaction” means the occurrence after the date hereof of any of the following: (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 fifty percent (50%) 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 fifty-one percent (51%) 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 fifty-one percent (51%) 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.


 




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“Closing
Price” means the closing price of the Company’s Common Stock on the Trading Market.


 


“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
Shares” means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the terms
hereof. References to “Conversion Price” herein may refer to the Alternate Conversion Price and/or the Base Conversion Price,
where appropriate, based on the terms set forth herein.


 


“Distribution”
shall have the meaning set forth in Section 5(c).


 


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


 


“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) there is an effective Registration Statement pursuant to which
the Holder is permitted to utilize the prospectus thereunder to resell the Interest Conversion Shares, (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 issuable pursuant to the Transaction Documents, (f) there is no existing Event of Default or no
existing event which, with the passage of time or the giving of notice, would constitute an Event of Default, (f) the issuance of the
shares in question to the Holder would not violate the limitations set forth in Section 4(d) herein, (g) there has been no public announcement
of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, and (h) the Holder is
not in possession of any information provided by the Company that constitutes, or may constitute, material non-public information.


 


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


 


“Mandatory
Default Amount” means either, at the Holder’s discretion (i) the conversion of the outstanding principal amount of this
Note, and, at the Holder’s election, all accrued and unpaid interest hereon, converted at the Alternate Conversion Price, or (ii)
the payment of 110% of the outstanding principal amount of this Note and accrued and unpaid interest hereon, in addition to, for both
(i) and (ii) above, the payment in cash of all other amounts, costs, expenses and liquidated damages due in respect of this Note. In
the event the Holder makes the election described in (i) above but does not elect to receive Conversion Shares in respect of all accrued
and unpaid interest on the Note, all accrued and unpaid interest shall be paid to the Holder in cash no later than the date the Conversion
Shares are required to be delivered to the Holder.


 




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“New
York Courts” shall have the meaning set forth in Section 8(d).


 


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


 


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


 


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


 


“Optional
Redemption Amount” means the sum of (a) 110% of the then outstanding principal amount of the Note, (b) accrued but unpaid interest
and (c) all liquidated damages and other amounts due in respect of the Note.


 


“Optional
Redemption Date” shall have the meaning set forth in Section 2(e).


 


“Optional
Redemption Notice” shall have the meaning set forth in Section 2(e).


 


“Optional
Redemption Notice Date” shall have the meaning set forth in Section 2(e).


 


“Optional
Redemption Period” shall have the meaning set forth in Section 2(e).


 


“Original
Issue Date” means the date of the first issuance of the Note, as set forth on the first page hereof, 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 approximate even date herewith, among the Company and the original
Holder, as amended, modified or supplemented from time to time in accordance with its terms.


 


“Purchase
Rights” shall have the meaning set forth in Section 5(c).


 


“Required
Minimum” means, as of any date, the number of shares of Common Stock that is two times the aggregate number of shares of Common
Stock as shall be issuable (taking into account the adjustments of Section 5) upon the conversion of the then outstanding principal
amount of this Note and payment of interest hereunder. The initial reserve shall be 1,573,668 shares of Common Stock.


 


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


 




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Section
2. Interest, Prepayment and Conversion.


 


a)
Payment of Interest in Cash or Shares. The Company shall pay interest to the Holder on the aggregate unconverted and then outstanding
principal amount of this Note at the rate of 12% per annum, payable quarterly on January 1, April 1, July 1 and October 1, beginning
on the first such date after the Original Issue Date, 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 or, at the Company’s option, in duly authorized, validly issued, fully paid and non-assessable shares of
Common Stock at the Conversion Price (the dollar amount to be paid in shares, the “Interest Share Amount”) or a combination
thereof; provided, however, that payment in shares of Common Stock may only occur if (i) all of the Equity Conditions have
been met (unless waived by the Holder in writing) during the seven (7) Trading Days immediately prior to the applicable Interest Payment
Date (the “Interest Notice Period”) and through and including the date such shares of Common Stock are actually issued
to the Holder and (ii) the Company shall have given the Holder notice in accordance with the notice requirements set forth below (the
“Interest Conversion Shares”). The Company further agrees to advance the first interest payment that would be due
and payable to the Holder after the Original Issue Date (the “Interest Payment Advance”). The Interest Payment Advance
will be deducted and paid to the Holder on the Closing Date. Upon the occurrence of an Event of Default and continuing until such Event
of Default is cured or remedied, the Company shall pay interest to the Holder on the aggregate unconverted and then outstanding principal
amount of this Note at the rate of twenty percent (20%) per annum and any payment of interest that is due and payable in accordance with
this Note shall only be payable by the Company in cash.


 


b)
Company’s Election to Pay Interest in Cash or Shares of Common Stock. Subject to the terms and conditions herein, the decision
whether to pay interest hereunder in cash, shares of Common Stock or a combination thereof shall be at the sole discretion of the Company.
Prior to the commencement of any Interest Notice Period, the Company shall deliver to the Holder a written notice of its election to
pay interest hereunder on the applicable Interest Payment Date either in cash, shares of Common Stock or a combination thereof and the
Interest Share Amount as to the applicable Interest Payment Date, provided that the Company may indicate in such notice that the election
contained in such notice shall apply to future Interest Payment Dates until revised by a subsequent notice. During any Interest Notice
Period, the Company’s election (whether specific to an Interest Payment Date or continuous) shall be irrevocable as to such Interest
Payment Date. Subject to the aforementioned conditions, failure to timely deliver such written notice to the Holder shall be deemed an
election by the Company to pay the interest on such Interest Payment Date in cash.


 


c)
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. Payment of interest in shares
of Common Stock shall otherwise occur pursuant to Section 4(c)(ii) herein and, solely for purposes of the payment of interest in shares,
the Interest Payment Date shall be deemed the Conversion Date. Interest shall cease to accrue with respect to any principal amount converted,
provided that, the Company actually delivers the Conversion Shares within the time period required by Section 4(c)(ii) herein.


 




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d)
All overdue accrued and unpaid interest to be paid hereunder shall entail a late fee at an interest rate equal to 20% per annum (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. 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”).


 


e)
Optional Redemption. At any time after the Original Issue Date and before the Maturity Date, the Holder may, deliver a written
notice to the Company (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the
“Optional Redemption Notice Date”) of its irrevocable election to cause the Company 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 seventh (7th) calendar day following
the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such seven (7) 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. If any portion
of the payment pursuant to an Optional Redemption shall not be paid by the Company by the applicable due date, Late Fees shall accrue
until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Optional Redemption
Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate
such Optional Redemption, ab initio.


 


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. The Company shall update the Note Register to reflect permitted transferees and assignees
of the Note.


 




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Section
4. 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 at the option of the Holder, at any time and from time to time (subject to the conversion
limitations set forth in Section 4(d) 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, and amount of accrued and unpaid interest (if any), 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 two Business
Days of delivery of such Notice of Conversion, stating the basis of such objection and citing the relevant Section of the Note upon which
such objection is based. In the event of any dispute or discrepancy, the Company and the Holder shall work to resolve such dispute or
discrepancy to the mutual satisfaction of both parties. 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.


 


a)
Conversion Price. The conversion price in effect on any Conversion Date shall be equal to $0.39, subject to adjustment herein
(the “Conversion Price”). Notwithstanding the foregoing, at any time during the continuance of any Event of Default,
the Conversion Price in effect shall be equal to the Alternate Conversion Price. If at any time the Conversion Price as determined hereunder
for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price
hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional
Principal, where “Additional Principal” means such additional amount to be added to the Principal Amount to the extent necessary
to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been
issued had the Conversion Price not been adjusted by the Holder to the par value price. In the event the Borrower has a DTC “Chill”
on its shares, the Holder may convert the Note at the Alternate Conversion Price while that “Chill” is in effect. All such
determinations to 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.


 


b)
Mechanics of Conversion.


 


i.
Conversion Shares Issuable Upon Conversion of Principal Amount. 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.


 




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ii.
Delivery of Certificate Upon Conversion. Not later than three 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 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 (unless the Holder has elected or is required to receive Conversion Shares for the accrued
but unpaid interest).


 


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 Notice of Conversion, ab initio, 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 Notice of Conversion.


 


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. 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, for each $1,000 of principal amount being converted $5 per Trading Day (increasing
to $10 per Trading Day on the fifth (5th) Trading Day after such liquidated damages begin to accrue) for each Trading Day
after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit the
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.


 




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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 100% of the Required Minimum
(to be adjusted monthly) 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). 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.


 




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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 Conversion
Price 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.


 


c)
Holder’s Conversion Limitations. 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 Persons acting as a group together with the Holder or
any of the Holder’s Affiliates) (such Persons, “Attribution Parties”)) 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 and Attribution Parties 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 or Attribution Parties 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 beneficially owned by the
Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section
4(d), 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 Attribution Parties) and
of which principal amount (and accrued but unpaid interest) of this Note that 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 (and any accrued but unpaid
interest, if applicable) of this Note that 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: (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 delivered
by the Company or the Company’s transfer agent to the Holder setting forth the number of shares of Common Stock outstanding. Upon
the written or oral request of the Holder, the Company shall within one Trading Day 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 or Attribution
Parties 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 may increase or decrease the Beneficial
Ownership Limitation provisions of this Section 4(d), 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
increase in the Beneficial Ownership Limitation 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(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.


 




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d)
True-Up. On the date that is seven (7) Trading Days (a “True-Up Date”) from each Conversion Date there shall
be a true-up where the Company shall deliver to Holder an amount in cash or additional Conversion Shares (“True-Up Amount”)
if the Closing Price as of the True-Up Date is less than the Conversion Price used in the applicable Notice of Conversion provided,
however, that payment in shares of Common Stock may only occur if all of the Equity Conditions (except (c) thereunder) have been
met (unless waived by the Holder in writing) during the seven (7) Trading Days immediately prior to the applicable True Up Date and through
and including the date such shares of Common Stock representing the True-Up Amount are actually issued to the Holder. In such event,
the Company shall deliver to the Holder within one (1) Trading Day of the True-Up Date (the “True-Up Delivery Date”)
either an amount in cash or such number of Conversion Shares having a value equal to [(Conversion Price – (80% of the Closing Price)]
* the aggregate value of the amount converted as set forth in the Notice of Conversion. Notwithstanding the foregoing, the Conversion
Price to be used in accordance with the formula in the preceding sentence shall not be less than the lower of (a) $0.25 or (b) 50% of
the average VWAP of the Common Stock for the five (5) Trading Days on the Trading Market prior to the applicable Conversion Date (the
“Floor Price”) provided that if the Closing Price on the Maturity Date (or the next Trading Day if such date is a
Saturday, Sunday or a holiday) is not equal or exceeding the Floor Price as of such date, the conversion price to be used in accordance
with this formula shall be equal to 80% of the average VWAP of the Common Stock for the two (2) Trading Days on the Trading Market immediately
preceding the date of conversion to which a True-Up would be payable. The number of shares of Common Stock to be delivered to the Holder
in satisfaction of the True-Up Amount to be delivered in accordance with this Section shall be equal to True-Up Amount divided by the
Conversion Price in effect on the Conversion Date. No fractional shares shall be issued and any fractional shares that are required to
be delivered in accordance with this Section shall be rounded up to the nearest whole share. For the avoidance of doubt, if the Closing
Price as of the True-Up Date is higher than the Conversion Price set forth in the applicable Notice of Conversion, then Company shall
have no obligation to deliver a True-Up Amount to the Holder. For the convenience of the Company only, the Holder may, in its sole discretion,
deliver to Company a written notice to the Company informing the Company of the True-Up Amount it is obligated to deliver to Holder as
of any given True-Up Date, provided that if Holder does not deliver any such notice, the Company shall not be relieved of its obligation
to deliver True-Up Amount pursuant to this Section. Notwithstanding the foregoing, if the Company fails to deliver any required True-Up
Amount on or before any applicable True-Up Delivery Date, then in such event the principal amount of this Note will automatically increase
by a sum equal to the True-Up Amount deliverable as of the applicable True-Up Date (under the Holder’s and Company’s expectations
that any such increase will tack back to the Original Issue Date for purposes of determining the holding period under Rule 144). For
the avoidance of doubt, the True-Up Amount payable in accordance with this Section shall be calculated and payable upon every conversion
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 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.


 




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b)
Subsequent Equity Sales. If, at any time while this Note is outstanding, the Company or any Subsidiary, as applicable, 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. For the
avoidance of doubt, if the Company engages in an at-the-market offering, the Company shall be deemed to have issued Common Stock at the
lowest sale price at which the Common Stock was sold in such offering. 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, exercise price or exchange rate (or other price) at which such securities may be converted into
or exchangeable or exercised for. 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.


 




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c)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 5(a) and Section 5(b) above, if
at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other
property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder
will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could
have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard
to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date
on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which
the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however,
to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership
of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held
in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership
Limitation).


 


d)
Pro Rata Distributions. During such time as this Note is outstanding, if the Company shall declare or make any dividend or other
distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise
(including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off,
reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Note, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Note (without regard to any limitations on exercise hereof, including without limitation, the Beneficial
Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the
date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,
however, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding
the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in
the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution
shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder
exceeding the Beneficial Ownership Limitation).


 




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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 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 (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 1 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 1 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 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.


 




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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 (or such shorter period as is reasonably possible,
but not less than ten (10) calendar days, if twenty (20) calendar days is not reasonably possible), 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, or the date on which the voluntary or involuntary dissolution, liquidation or winding
up of the affairs of the Company was authorized 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 any such reclassification,
consolidation, merger, sale, transfer or share exchange or voluntary or involuntary dissolution, liquidation or winding up of the affairs
of the Company, 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, is not cured within five (5) Trading Days of the applicable due date;


 


ii.
the Company shall 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) five (5) Trading Days after notice of such failure sent
by the Holder or by any other Holder to the Company and (B) ten (10) Trading Days after the Company has become or should have become
aware of such failure;


 




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iii.
a breach, default, event of default or the failure observe or perform any covenant or agreement (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 (v)
below);


 


iv.
the Company experiences a Material Adverse Effect;


 


v.
any Person shall breach any agreement delivered to the initial Holders pursuant to Section 2.2 of the Purchase Agreement;


 


vi.
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 (or, to the extent such representation or warranty is qualified by materiality or Material Adverse Effect, in
any respect) as of the date when made or deemed made;


 


vii.
the Company or any Subsidiary shall default (after any applicable cure period) 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 $100,000, 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;


 


viii.
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;


 


ix.
(A) the Common Stock shall not be eligible for listing or quotation for trading, or has been suspended from listing or quotation, on
its Principal Market and shall not resume listing or quotation for trading thereon or on any other Trading Market (other than OTC Pink)
within five (5) Trading Days, or (B) the transfer of shares of Common Stock through the Depository Trust Company System is no longer
available or “chilled”;


 


x.
the Company shall be a party to any Change of Control Transaction or shall agree to sell or dispose of all or in excess of fifty percent
(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;


 


xi.
the Company shall fail for any reason to deliver certificates to the Holder prior to the fifth Trading Day after a Conversion Date 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 the Note in accordance with the terms hereof;


 




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xii.
the Company fails to file with the Commission (following any extensions permitted by 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);


 


xiii.
the occurrence of any levy upon or seizure or attachment of, or any uninsured loss of or damage to, any property of the Borrower 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 forty-five (45) days after the date thereof;


 


xiv.
the Company shall fail to maintain the Required Minimum pursuant to the terms hereof and 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 $100,000, and such judgment, writ or similar final process shall remain unvacated, unbonded or
unstayed for a period of forty-five (45) calendar days;


 


xvi.
executives of the Company receive compensation that is equal to or greater than the 50% reduction that was instituted by the Company
beginning in April 2020;


 


xvii.
prior to the payment in full and satisfaction of the owed under this Note, any security interest and Lien purported to be created by
any Transaction Document shall cease to be in full force and effect, or shall cease to give the Holders, the Liens, rights, powers and
privileges purported to be created and granted under such Transaction Documents (including a perfected first priority security interest
in and Lien on all of the Collateral thereunder (except as otherwise expressly provided in such Transaction Document)) in favor of the
Holders, or shall be asserted by the Company or any Affiliate(s) not to be a valid, perfected, first priority (except as otherwise expressly
provided in this Agreement or any such Transaction Document) security interest in or Lien on the Collateral covered thereby;


 


xviii.
the Company shall enter into any transaction or arrangement structured in accordance with, based upon, or related or pursuant to, in
whole or in part, Section 3(a)(l0) of the Securities Act;


 


xix.
the Company enters into a Variable Rate Transaction;


 




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


 


xxi.
If, at any time on or after the date which is six (6) months after the Original Issue Date, the Holder is unable to (i) obtain a standard
“144 legal opinion letter” from an attorney reasonably acceptable to the Holder, the Holder’s brokerage firm (and respective
clearing firm), and the Borrower’s transfer agent in order to facilitate the Holder’s conversion of any portion of the Note
into free trading shares of the Borrower’s Common Stock pursuant to Rule 144, and/or (ii) thereupon deposit such shares into the
Holder’s brokerage account;


 


xxii.
the Initial Registration Statement (as defined in the Registration Rights Agreement) shall not have been filed with the Commission on
or prior to the 90th calendar day after the Filing Date (as defined in the Registration Rights Agreement) or declared effective
by the Commission on or prior to the 90th calendar day after the Effectiveness Date (as defined in the Registration Rights Agreement)
or 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), provided that with respect to compliance with Rule 144, the Company shall be provided
a cure period equal to the pendency of any 5 or 15 day extension available pursuant to Rule 12b-25 of the Exchange Act;


 


xxiii.
if, during the Effectiveness Period (as defined in the Registration Rights Agreement), either (a) the effectiveness of the Registration
Statement lapses for any reason or (b) the Holder shall not be permitted to resell Registrable Securities (as defined in the Registration
Rights Agreement) under the Registration Statement for a period of more than 20 consecutive Trading Days or 30 non-consecutive Trading
Days during any 12 month period; provided, however, that if the Company is negotiating a merger, consolidation, acquisition
or sale of all or substantially all of its assets or a similar transaction and, in the written opinion of counsel to the Company, the
Registration Statement would be required to be amended to include information concerning such pending transaction(s) or the parties thereto
which information is not available or may not be publicly disclosed at the time, the Company shall be permitted an additional 10 consecutive
Trading Days during any 12 month period pursuant to this Section;


 


xxiv.
the Company shall disclose in any SEC Report that the Company has a cash balance of less than $250,000 (the “Cash Balance Date”);
and


 


xxv.
the Company shall fail to have a sufficient number of authorized shares of Common Stock available to be issued for any conversion to
be made under this Note.


 




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b)
Remedies Upon Event of Default. If any Event of Default occurs, at the Holder’s election (i) 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 immediately due and payable in cash pursuant to clause (ii) of the definition of Mandatory Default Amount, or (ii) the outstanding
principal amount of this Note, and, if elected by the Holder, all accrued and unpaid interest hereon, shall be converted into share of
Common Stock at the Alternate Conversion Price pursuant to clause (i) of the definition of Mandatory Default Amount. In the event the
Holder makes the election described in clause (ii) of this Section above, but does not elect to receive Conversion Shares in respect
of all accrued and unpaid interest on the Note, all accrued and unpaid interest shall be paid to the Holder in cash no later than the
date the Conversion Shares are required to be delivered to the Holder. Commencing on the occurrence of any Event of Default and for as
long an Event of Default is not cured, the interest rate on this Note as set forth in Section 2 above shall accrue at a rate equal
to 20% per annum . 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. No such rescission or annulment shall affect any subsequent
Event of Default or impair any right consequent thereon; and in addition to any other rights and remedies available to the Holder in
an Event of Default, the Conversion Price in effect on any Conversion Date shall be equal to the Alternate Conversion Price, subject
to adjustment herein, without any notice or any action taken by the Holder. The Borrower shall pay the Holder hereof costs of collection,
including reasonable attorneys’ fees. If an Event of Default is occurring at the time another Event(s) of Default occurs the Company
shall not be obligated to pay any additional amounts due under this Section for such simultaneous Event of Default.


 


Section
7 Negative Covenants. As long as any portion of this Note remains outstanding, unless the Holder 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)
except for 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)
except for 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;


 




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c)
except as otherwise set forth in any Transaction Document, 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;


 


d)
except for Permitted Indebtedness, 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 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 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 any Indebtedness, other than the Liabilities, and other than regularly
scheduled principal and interest payments of Permitted Indebtedness as such terms are in effect as of the Original Issue Date, provided
that such payments shall not be permitted if, at such time, or after giving effect to such payment, any Event of Default exist or occur;


 


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


 


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);


 


h)
sell, lease or otherwise dispose of any significant portion of its assets on or after the Original Issue Date;


 


i)
make or suffer to exist any Investments using any proceeds from the Holder or any of its Affiliates (including without limitation, loans
and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to become or remain a partner in any partnership
or joint venture, except for: (i) Investments in cash and cash equivalents; and (ii) Investments in Subsidiaries that have guaranteed
the Liabilities and joined the Security Agreement as a debtor pursuant to Section 4.24(b) of the Purchase Agreement;


 


j)
pay more than 50% of the compensation that may be due and payable and/or accrued, whether in cash, in kind or any combination thereof,
to its executive officers and key employees;


 


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


 




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Section
8. 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, electronic mail or sent by a nationally
recognized overnight courier service, addressed to the Company, at the facsimile number, email address or mailing address set forth on
its signature page hereto, or such other facsimile number, electronic mail or address as the Company may specify for such purposes by
notice to the Holder delivered in accordance with this Section 8(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 electronic mail, by facsimile, or sent by a
nationally recognized overnight courier service addressed to the Holder at the email address, facsimile number or address of the Holder
appearing on the books of the Company, or if no such email address or 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, or such other facsimile number, electronic
mail or address as the Holder may specify for such purposes by notice to the Company delivered in accordance with this Section 8(a).
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 electronic mail or facsimile prior to 5:30 p.m. (New York City time) on any Trading
Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via electronic mail or facsimile
on a day that is not a Trading Day or later than 5:30 p.m. (New York City 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 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 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.


 




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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.


 




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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)
Secured Obligation. The obligations of the Company under this Note are secured by all assets of the Company and each Subsidiary
pursuant to the Security Agreement, dated as of approximate equal date herewith between the Company, the Subsidiaries of the Company
and the Secured Parties (as defined therein).


 


k)
Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its subsidiaries
of any security, or amendment to a security that was originally issued before the Original Issue Date, with any term that the Holder
reasonably believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the
Holder reasonably believes was not similarly provided to the Holder in this Note, then (i) the Borrower shall notify the Holder of such
additional or more favorable term within one (1) Business Day of the issuance and/or amendment (as applicable) of the respective security,
and (ii) such term, at Holder’s option, shall become a part of the transaction documents with the Holder (regardless of whether
the Borrower complied with the notification provision of this Section). The types of terms contained in another security that may be
more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate,
conversion lookback periods, interest rates, and original issue discounts. Notwithstanding the foregoing, the Company shall not be obligated
to notify the Holder of any issuances of securities to be made pursuant to the Company’s Reg A offering which was originally qualified
prior to the Original Issue Date, as amended from time to time.


 




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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.


 


	 	CAN
    B CORP.
	 	 	 
	 	By:	
	 	Name:	Marco
    Alfonsi
	 	Title:	CEO


 




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ANNEX
A - NOTICE OF CONVERSION


 


The
undersigned hereby elects to convert principal under the Original Issue Discount Senior Secured Convertible Promissory Note due January
31, 2022 of Can B Corp., a Florida 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
Information


 


Date
to Effect Conversion: ____________________________________________________


 


Outstanding
Principal: ____________________________________________________


 


Outstanding
Interest: ____________________________________________________


 


Principal
Amount of Note to be Converted: ___________________________________


 


Interest
Amount of Note to be Converted: ___________________________________


 


Conversion Price Calculations:


 


Total
Shares of Common Stock to be Issued:


 


Outstanding
Principal After Conversion: ___________________________________


 


Outstanding
Interest After Conversion: ___________________________________


 


	DWAC
                                            Instructions

     

    Broker:

     

    DTC#:

     

    Account:

     

    Account
    Name:
	Physical
                                            Delivery

     

    Issue
    to:

     

    Address:

     

     



 


	Entity
    Name: 	 	 
	 	 	 
	Signatory
    Name:	 	 
	 	 	 
	Title:	 	 
	 	 	 
	Signature:
    	 	 


 




    	 



     


    

 


Schedule
1


 


CONVERSION
SCHEDULE


 


This
Original Issue Discount Senior Secured Convertible Promissory Note due on January 31, 2022 in the original principal amount of $306,865.22
is issued by Can B Corp., a Florida 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