CONVERTIBLE PROMISSORY
NOTE


 


THIS CONVERTIBLE PROMISSORY
NOTE (THE “NOTE,””) HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED,
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE
AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT EACH NOTE MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION
FROM REGISTRATION UNDER THE 1933 ACT AND SUCH STATE SECURITIES LAWS.


 


ALTEROLA BIOTECH, INC


Convertible Promissory
Note for US$50,000 due June 8th, 2022


US$50,000


Issuance Date: JUNE 8th, 2021


 


For
value received, ALTEROLA BIOTECH , INC, a Nevada corporation (the "Company"), hereby promises to pay to
the order of GOLDEN SQUARE EQUITY PARTNERS LIMITED . (together with its successors, representatives, and permitted assigns, the
"Holder"), in accordance with the terms hereinafter provided, up to an aggregate of FIFTY THOUSAND
DOLLARS (US$50,000) (the "Principal Amount") plus accrued and unpaid Interest (as defined in below Section 1.2)
on June 8th, 2022 ( the "Maturity Date").





 


All payments
under or pursuant to each Note refer to and shall be made in United States Dollars in immediately available funds to the Holder
at the address of the Holder first set forth above or at such other place as the Holder may designate from time to time in writing
to the Company.


 


ARTICLE I


 


GENERAL TERMS


 


Section 1.1
FUNDS ADVANCED FOR EXPENSES. The Note has been executed and delivered pursuant to the invoice dated as of June 8th, 2021
(the "Invoice Payment Amount ") by and between the Company and the purchaser listed therein. Capitalized terms
used and not otherwise defined herein shall have the meanings set forth for such terms in the invoice payment amount.


Interest.
The Principal Amount applicable to the Note advanced to the Company pursuant to the Purchase Agreement shall bear interest from
date at the rate of eight percent (8%) per annum, calculated daily in arrears based on a three hundred and sixty (360) day year
(the "Interest").


 


Section
1.3 Payment of Principal and Interest. On the Maturity Date, the Principal Amount andall accrued and applied interest
shall be repaid.


 


Section
1.4 Payment on Non-Business Days. Whenever any payment to be made shall be due on a Saturday, Sunday or a public
holiday under the laws of the State of Nevada, such payment may be due on the next succeeding Business Day. The term
“Business Day” shall mean any day except Saturday,


 




    	 		 



    	 



    

 


Sunday and any day that shall be a federal legal
holiday or a day on which banking institutions in the state of Nevada are authorized or required by law or other governmental action
to close.


 


Section
1.5 Transfer. Each Note may be transferred or sold, subject to the provisions of Section 4.8, or pledged, hypothecated or
otherwise granted as security by the Holder.


 


Section
1.6 Replacement. Upon receipt of a duly executed, notarized and unsecured written statement from the Holder with respect
to the loss, theft or destruction of the applicable Note (or any replacement hereof), and without requiring an indemnity bond or
other security, or, in the case of a mutilation of this applicable Note, upon surrender and cancellation of such applicable Note,
the Company shall issue a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated applicable Note.


 


ARTICLE
II


 


EVENTS OF DEFAULT; REMEDIES


 


Section 2.1
Events of Default. The occurrence of any of the following events shall be an "Event of Default" under the
applicable Note:


 


		(a)	the Company shall fail to make the payment of any outstanding Principal
Amount or Interest on the date such payment is due hereunder;



 


		(b)	the Company’s notice to the Holder, including by way of public announcement,
at any time, of its inability to comply or its intention not to comply with proper requests for conversion of the applicable Note
into shares of Common Stock;



 


		(c)	the Company shall fail to (i) timely deliver the shares of Common Stock upon
conversion of the applicable Note, or (ii) make the payment of any fees and/or liquidated damages under the applicable Note or
the Purchase Agreement, which failure in the case of items (i) and (ii) of this Section 2.1(d) is not remedied within three (3)
Business Days after the incurrence thereof;



 


		(d)	default shall be made in the performance or observance of (i) any covenant,
condition or agreement contained in the applicable Note (other than as set forth in clause (d) of this Section 2.1) and such default
is not fully cured within five (5) Business Days after the occurrence thereof or (ii) any covenant, condition or agreement contained
in the Purchase Agreement, or all ancillary documents referred to in those agreements (collectively, the “Transaction
Documents,” which is not covered by any other provisions of this Section 2.1 and such default is not fully cured within
five (5) Business Days after the occurrence thereof;



 




    	 	2	 



    	 



    

		(e)	any representation, warranty or covenant made by the Company herein or in
the Purchase Agreement or any other Transaction Document shall prove to have been false or incorrect or breached on the date as
of which made;



 


		(f)	the Company shall (i) apply for or
consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or the like of
itself or of all or a substantial part of its property or assets, (ii) make a general assignment for the benefit of its creditors,
(iii) commence a voluntary case under the U.S. Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of
any jurisdiction (foreign or domestic), (iv) file a petition seeking to take advantage of any bankruptcy, insolvency, moratorium,
reorganization or other similar law affecting the enforcement of creditors’ rights generally, (v) acquiesce in writing to
any petition filed against it in an involuntary case under U.S. Bankruptcy Code (as now or hereafter in effect) or under the comparable
laws of any jurisdiction (foreign or domestic), (vi) issue a notice of bankruptcy or winding down of its operations or issue a
press release regarding same, or (vii) take any action under the laws of any jurisdiction (foreign or domestic) analogous to any
of the foregoing;



 


		(g)	a proceeding or case shall be
                                                                                                             commenced in respect of the Company, without its application or consent, in any court of competent jurisdiction,
                                                                                                             seeking (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or readjustment of its
                                                                                                             debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of itself or of all or any substantial
                                                                                                             part of its property or assets in connection with the liquidation or dissolution of the Company or (iii) similar relief in
                                                                                                             respect of it under any law providing for the relief of debtors, and such proceeding or case described in clause (i), (ii) or
                                                                                                             (iii) shall continue undismissed, or unstayed and in effect, for a period of sixty (60) days or any order
                                                                                                             for relief shall be entered in an involuntary case under U.S. Bankruptcy Code (as now or
                                                                                                             hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic) against the Company or
                                                                                                             action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing shall be taken with respect
                                                                                                             to the Company and shall continue undismissed, or unstayed and in effect for a period of sixty (60) days;



 


		(h)	the failure of the Company to pay any amounts due to the Holder (other than
outstanding Principal Amount and Interest referred to in Section 2.1(a), the failure of which to pay when due shall be an immediate
Event of Default) herein within three (3) Business Days of receipt of notice to the Company;



 


		(i)	actions, suits, proceedings, claims or disputes pending, at law, in equity,
in arbitration or before any governmental authority, arise against the Company, which result in equitable relief or monetary judgment(s)
or liens against the Company;



 


		(j)	the Collateral fails to perfect, or is delayed from perfection; or



 


		(k)	the Company fails to perform or comply with any term, provision or condition
of any other agreement, document or other instrument evidencing or supporting any
indebtedness owing from the Company to the Holder, whether currently existing or incurred after the date of this Agreement.



 




    	 	3	 



    	 



    

 


Section
2.2 Remedies Upon An Event of Default. If an Event of Default, with respect to each applicable Note, shall have
occurred and shall be continuing, the Holder may at any time at its option, (a) declare the entire unpaid balance of the
Principal Amount and all Interest accrued but unpaid thereon of each applicable Note, and all other amounts owing or payable
hereunder or under any Transaction Document, due and payable, and thereupon, the same shall be accelerated and so due and
payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably
waived by the Company; provided, however, that upon the occurrence of an Event of Default described in (i)
Section 2.1(g) or 2.1(h) (in the case of Section 2.1(h) upon the expiration of the 60-day period mentioned therein), the
outstanding Principal Amount and all Interest accrued but unpaid thereon of each applicable Note, and all other amounts owing
or payable hereunder or under any Transaction Document, shall be automatically due and payable, and (ii) Sections 2.1(a)-(f)
and 2.1(i) demand the prepayment of each applicable Note pursuant to Section 3.6, (b) subject to Section 3.4, demand that the
Principal Amount and all Interest accrued but unpaid thereon of each applicable Note, and all other amounts owing or payable
hereunder or under any Transaction Document, then-outstanding shall be converted into shares of Common Stock at a Conversion
Price (as defined in Section 3.2(a) hereof) per share calculated pursuant to Section 3.1    hereof
assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1),
or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests
under this Note, the Purchase Agreement, other Transaction Document or applicable law.
If the entire unpaid balance of the Principal Amount, together with accrued and unpaid Interest thereon, is not paid
when due at maturity, whether on the Maturity Date or any earlier date as a result of acceleration of
the applicable Note(s) pursuant to the terms hereof, then interest shall accrue on the outstanding Principal Amount
from the date of such Event of Default at the rate of 18% per annum. No course of delay on the part
of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred
hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute
or otherwise.


 


ARTICLE III


 


CONVERSION; ANTIDILUTION; PREPAYMENT


 


Section
3.1 Conversion. On any date(s) (each a “Conversion Date”) elected by the Holder following
the Issuance Date, until the fifth anniversary of the Issuance Date, the Note may be converted at the option of the Holder
from time to time, in whole or in part, into such number of fully paid and non- assessable shares of Common Stock as is
determined by dividing that portion of the outstanding Principal Amount plus any
accrued Interest under each applicable Note as of such Conversion Date by the Conversion Price (as defined in Section
3.2(a) and subject to Section 3.2(b)) then in effect on the Conversion Date; provided, however,
that the Conversion Price shall also be subject to adjustment as described in Section 3.4 below. The Holder shall
deliver each Note, as applicable, to the Company at the address designated in the Purchase Agreement at such time that each
Note, as applicable, is fully converted. With respect to partial conversions of the
applicable Note, the Company shall keep written records of the amount of the applicable Note converted as of each
Conversion Date.


 


Section 3.2Conversion Price.


 


		(a)	The term "Conversion Price" shall mean US$0.001 per share of Common Stock.



 




    	 	4	 



    	 



    

 


Section 3.3Mechanics of Conversion.


 


(a)
Not later than three (3) Trading Days after any Conversion Date, the Company or its designated transfer agent, as applicable,
shall issue and deliver to the Holder, as specified in the Holder’s Conversion
Notice, registered in the name of the Holder or its designee, the number of shares of Common Stock to which the Holder
shall be entitled, that represent the number of shares of Common Stock being acquired upon the conversion of the applicable
Note (the "Delivery Date"). If in the case of any Conversion Notice such Common Stock certificate or
certificates are not delivered to or as directed by the Holder by the Delivery Date, the Holder
shall be entitled by written notice to the Company at anytime on or before its receipt of such Common Stock
certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return
the applicable Note if tendered for conversion, whereupon the Company and the
Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of
revocation. A "Conversion Notice" means the notice of
conversion, substantially in the form of Exhibit A, delivered by the Holder to the Company on the Conversion Date. The
term “Trading Day” shall mean any day on which the Common Stock is listed or quoted and traded on any
other national securities exchange, market, trading or quotation facility on which the Common Stock is then listed or traded,
or, if the Common Stock is not then listed or traded, any Business Day. In such event, the Holder shall have ten Business
Days in which to submit a Conversion Notice, following which any rights of conversion herein shall terminate


 


Section 3.4Adjustment of Conversion Price.


 


		(a)	The Conversion Price shall be subject to adjustment from time to time as follows:



 


		(i)	Adjustments for Stock Splits and Combinations. If the Company shall
at any time or from time to time after the initial Issuance Date, effect a stock split of the outstanding
Common Stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased.
If the Company shall at any time or from time to time after the initial Issuance Date, combine the outstanding shares of Common
Stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments
under this Section 3.4(a)(i) shall be effective at the close of business on the date the stock split or combination occurs.



 


		(ii)	Adjustments for Certain Dividends and Distributions. If the Company
shall at any time or from time to time after the initial Issuance Date, make or issue or set a record date for the determination
of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in
each event, the applicable Conversion Price in effect immediately prior to such event shall be decreased as of the time of such
issuance or, in the event such record date shall have been fixed, as of the close of business on such record date, by multiplying,
the applicable Conversion Price then in effect by a fraction:





    	 	5	 



    	 



    

		(1)	the numerator of which shall be the total number of shares of Common Stock
issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and



 


(2)                   
the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior
to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable
in payment of such dividend or distribution.


 


		(iii)	Adjustment for Other Dividends and Distributions. If the Company
shall at any time or from time to time after each applicable Issuance Date, make or issue or set a record date for the determination
of holders of Common Stock entitled to receive a dividend or other distribution payable in any form other than shares of Common
Stock, then, and in each event, an appropriate revision to the applicable Conversion
Price shall be made and provision shall be made (by adjustments of the Conversion
Price or otherwise) so that the Holder shall receive upon conversions thereof, in addition to the number of shares of Common Stock
receivable thereon, the number of securities of the Company which the Holder would have received had this Note been converted into
Common Stock on the date of such event and had thereafter, during the period from the date
of such event to and including the Conversion Date, retained such securities (together with any distributions payable thereon
during such period), giving application to all adjustments called for during such period under this Section 3.4(a)(iii) with respect
to the rights of the Holder; provided, however, that if such record date shall have been fixed and such dividend
is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be adjusted
pursuant to this Section 3.4(a)(iii) as of the time of actual payment of such dividends or distributions.



 


		(iv)	Adjustments for Reclassification, Exchange or Substitution. If the
Common Stock issuable upon conversion of each applicable Note at any time or from time to time after the Issuance Date shall be
changed to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution
or otherwise (other than by way of a stock split or combination of shares or stock dividends provided for in Sections 3.4(a)(i),
(ii) and (iii), or a reorganization, merger, consolidation, or sale of assets provided
for in Section 3.4(a)(v)), then, and in each event, an appropriate revision to the Conversion Price shall be made and provisions
shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder shall have the right thereafter to convert
each applicable Note into the kind and amount of shares of stock and other securities receivable upon reclassification, exchange,
substitution or other change, by holders of the number of shares of Common Stock into which each such applicable Note might have
been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment
as provided herein.



 


		(v)	Adjustments for Reorganization, Merger, Consolidation or Sales of Assets.
If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Company (other than
by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3.4(a)(i), (ii)



 




    	 	6	 



    	 



    

 


and (iii), or a reclassification,
exchange or substitution of shares provided for in Section 3.4(a)(iv)), or a merger or consolidation of the Company with or into
another corporation where the holders of outstanding voting securities of the Company prior to such merger or consolidation do
not own over fifty percent (50%) of the outstanding voting securities of the merged or consolidated entity, immediately after such
merger or consolidation, or the sale of all or substantially all of the Company’s properties or assets to any other person
(an "Organic Change"), then as a part of such Organic Change an appropriate revision to the Conversion Price shall
be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder shall have the right
thereafter to convert each applicable Note into the kind and amount of shares of stock and other securities or property of the
Company or any successor corporation resulting from Organic Change. In any such case, appropriate adjustment shall be made in the
application of the provisions of this Section 3.4(a)(v) with respect to the rights of the
Holder after the Organic Change to the end that the provisions of this Section 3.4(a)(v) (including any adjustment in the
applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon conversion of
each applicable Note) shall be applied after that event in as nearly an equivalent manner as may be practicable.


 


		(vii)	Consideration for Stock. In case any shares of Common Stock or any
Common Stock Equivalents shall be issued or sold:



 


(1)                   
in connection with any merger or consolidation in which the Company is the surviving corporation (other than any
consolidation or merger in which the previously outstanding shares of Common Stock of the Company shall be changed to
or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed
to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Company, of such portion of the
assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such shares
of Common Stock, Common Stock Equivalents, rights or warrants or options, as the case may be; or


 


(2)                   
in the event of any consolidation or merger of the Company in which the Company is not the surviving corporation
or in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or
other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Company for
stock or other securities of any corporation, the Company shall be deemed to have issued a number of shares of its Common Stock
for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which
the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such
stock or securities or other property of the other corporation. If any such calculation
results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of each
Note, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of
the


 




    	 	7	 



    	 



    

 


Note immediately prior
to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock
issuable upon conversion of the Note. In the event Common Stock is issued with other shares or securities or other assets of the
Company for consideration which covers both, the consideration computed as provided in this Section 3.5(vii) shall be allocated
among such securities and assets as determined in good faith by the Board of Directors of the Company.


 


		(b)	Record Date. In case the Company shall take record of the holders
of its Common Stock for the purpose of entitling them to subscribe for or purchase Common Stock or Common Stock Equivalents, then
the date of the issue or sale of the shares of Common Stock shall be deemed to be such record date.



 


		(c)	Certain Issues Excepted. Anything herein to the contrary notwithstanding,
the Company shall not be required to make any adjustment to the Conversion Price in connection with



(i)   
securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, except as provided
for in Section 3.4(a)(v), (ii) securities issued pursuant to a bona fide firm-underwritten public offering of the Company’s
securities, (iii) securities issued pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding
on or prior to the date hereof or issued pursuant to the Purchase Agreement,


(iv) securities issued in
connection with strategic license agreements or other partnering arrangements so long as such issuances are not for the purpose
of raising capital, (v) Common Stock issued or options to purchase Common Stock granted or issued pursuant to the Company’s
stock option plans and employee stock purchase plans as they now exist and (vi) the payment of any accrued interest in shares of
Common Stock pursuant to each Note.


 


		(d)	No Impairment. The Company shall not, by amendment of its Certificate
of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith, assist in the carrying out of all the provisions of this Section
3.4 and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder under
the Agreement against impairment.



 


		(e)	Certificates as to Adjustments. Upon occurrence of each adjustment
or readjustment of the Conversion Price or number of shares of Common Stock issuable upon conversion of each applicable Note pursuant
to this Section 3.4, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms
hereof and furnish to the Holder a certificate setting forth such adjustment and readjustment, showing in detail the facts upon
which such adjustment or readjustment is based. The Company shall, upon written request of the Holder, at any time, furnish or
cause to be furnished to the Holder a like certificate setting forth such adjustments
and readjustments, the applicable Conversion Price in effect at the time, and the number of shares of Common Stock and the amount,
if any, of other securities or property which at the time would be received upon the conversion
of each applicable Note. Notwithstanding the foregoing, the Company shall not be obligated to deliver a certificate unless such
certificate would reflect an increase or decrease of at least one percent (1%) of such adjusted amount.



 




    	 	8	 



    	 



    

 


Section 3.5Taxes; No Fractional Shares; Reservation
of Shares.


 


		(a)	Issue Taxes. The Company shall pay any and all issue and other taxes,
excluding federal, state or local income taxes, that may be payable in respect of any issue or delivery of shares of Common Stock
on conversion of each Note pursuant thereto; provided, however, that the Company shall not be obligated to pay any
transfer taxes resulting from any transfer requested by the Holder in connection with any such conversion.



 


		(b)	Fractional Shares. No fractional shares of Common Stock shall be
issued upon conversion of each Note.



 


		(c)	Reservation of Common Stock. The Company shall at all times when each
Note shall be outstanding, reserve and keep available out of its authorized but unissued Common Stock, such number of shares of
Common Stock as shall from time to time be sufficient to effect the conversion of the Note. The Company shall, from time to time
in accordance with Nevada corporate law, with applicable securities law and regulations, and with its constitutive documents, increase
the authorized number of shares of Common Stock if at any time the unissued number of authorized shares shall not be sufficient
to satisfy the Company’s obligations under this Section 3.5(c).



 


		(d)	Regulatory Compliance. If any shares of Common Stock to be reserved
for the purpose of conversion of each applicable Note require registration or listing with or approval of any governmental authority,
stock exchange or other regulatory body under any federal or state law or regulation or otherwise before such shares may be validly
issued or delivered upon conversion, the Company shall, at its sole cost and expense, in good faith and as expeditiously as possible,
endeavor to secure such registration, listing or approval, as the case may be.



 


Section 3.6Prepayment.


 


		(a)	Prepayment Upon
an Event of Default. Notwithstanding anything to the contrary contained
herein, upon the occurrence of an Event of Default described in Sections 2.1(a)-(i), the Holder shall have the right, at such Holder’s
option, to require the Company to prepay (prior to the Maturity Date) in cash all or a portion of the applicable Note at a price
equal to the aggregate outstanding Principal Amount and accrued but unpaid Interest of the applicable Note (the "Event
of Default Prepayment Price"). Nothing in this Section 3.6(a) shall limit the Holder’s rights under Section 2.2.



 


		(b)	Prepayment at the Election of the Company. Notwithstanding anything
to the contrary contained in the Notes, at any time during the period beginning on the advance date of any installment of the Purchase
Amount and ending on the date that is prior to the Conversion Date, the Company shall have the right, exercisable on not less than
three (3) Trading Days prior written notice to the Holder, to prepay in cash the applicable portion of the then- outstanding portion
of the Purchase Amount plus the then-outstanding portion of any accrued and unpaid Interest thereon as at the date fixed
for prepayment, in full, in accordance with this Section 3.6 (such prepayment amount, the “Optional Prepayment Amount”).
Any notice of prepayment hereunder (an "Optional Prepayment Notice") shall be delivered by the Company to the
Holder at its registered addresses and shall state: (1) that the Company is exercising
its right to prepay each applicable Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from
the date of the Optional Prepayment Notice.



 




    	 	9	 



    	 



    




 


Section
3.7 No Rights as Shareholder. Nothing contained in each Note shall be construed as conferring upon the Holder, prior to
the conversion of each Note, the right to vote or to receive dividends or to consent or to receive notice as a shareholder in respect
of any meeting of shareholders for the election of directors of the Company or of any other matter, or any other rights as a shareholder
of the Company.


 


ARTICLE IV


 


MISCELLANEOUS


 


Section 4.1Notices.


 


		(a)	Any notice, demand, request, waiver or other communication required or permitted
to be given hereunder shall be in writing and shall be effective (a) upon hand delivery by telex (with correct answer back received),
telecopy or facsimile at the address or number designated in the Purchase Agreement (if delivered on a Business Day during normal
business hours where such notice is to be received), or the first Business Day following such delivery (if delivered other than
on a Business Day during normal business hours where such notice is to be received) or (b) on the second Business Day following
the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. The Company will give written notice to the Holder at least ten (10) days prior to the date on which
the Company takes a record (x) with respect to any dividend or distribution upon the Common Stock, (y) with respect to any pro
rata subscription offer to holders of Common Stock or (z) for determining rights to vote with respect to any Major Transaction,
dissolution, liquidation or winding-up and in no event shall such notice be provided to such holder prior to such information being
made known to the public. The Company will also give written notice to the Holder at least ten (10) days prior to the date on which
any Major Transaction, dissolution, liquidation or winding-up will take place and in no event shall such notice be provided to
the Holder prior to such information being made known to the public.



 


		(b)	A "Major Transaction" shall be deemed to have occurred
at such time as any of the following events:



 


		(i)	the consolidation, merger or other business combination of the Company with
or into another person (other than (A) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction
of incorporation of the Company or



(B) a consolidation, merger
or other business combination in which the Company is the surviving entity and the shareholders of the Company’s voting power
immediately prior to the transaction continue after the transaction to hold, directly or indirectly, the voting power of the surviving
entity or entities necessary to elect a majority of the members of the board of directors (or their equivalent if other than a
corporation) of such entity or entities);


 


		(ii)	the sale or transfer of more than fifty percent (50%) of the
Company’s assets (based



 




    	 	10	 



    	 



    

 


on the fair market value
as determined in good faith by the Company’s Board of Directors) other than
inventory in the ordinary course of business in one or a related series of transactions; or


 


		(iii)	closing of a purchase, tender or exchange offer made to the shareholders
of more than fifty percent (50%) of the outstanding shares of Common Stock in which
more than fifty percent (50%) of the outstanding shares of Common Stock were tendered
and accepted.



 


Section
4.2 Governing Law. The Note shall be governed by and construed in accordance with the internal laws of the State of Nevada,
without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of
another jurisdiction. The Note shall not be interpreted or construed with any presumption against the party causing the Note to
be drafted.


 


Section
4.3 Headings. Article and section headings in the Note are included herein for purposes of
convenience of reference only and shall not constitute a part of these Note for any other purpose.


 


Section
4.4 Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in the Note
shall be cumulative and in addition to all other remedies available under the Note, at law or in equity (including, without
limitation, a decree of specific performance and/or other injunctive relief), no remedy contained herein shall be deemed a
waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit the Holder’s right
to pursue actual damages for any failure by the Company to comply with the terms of the Note. 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 and material harm to the Holder and that the remedy at law for any such breach may be inadequate. Therefore, the
Company agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all
other available rights and remedies, at law or in equity, to seek and obtain such equitable relief, including but not limited
to an injunction restraining any such breach or threatened breach, without the necessity of showing economic loss and without
any bond or other security being required.


 


Section 4.5
Enforcement Expenses. The Company agrees to pay all costs and expenses of enforcement of the Note, including, without limitation,
reasonable attorneys’ fees and expenses.


 


Section
4.6 Binding Effect. The obligations of the Company and the Holder set forth herein shall be binding upon the successors
and assigns of each such party, whether or not such successors or assigns are permitted by the terms hereof.


 


Section 4.7
Amendments. The Note may not be modified or amended in any manner except in writing executed by the Company and the Holder.


 


Section
4.8 Compliance with Securities Laws. The Holder acknowledges that the Note are being acquired solely for the Holder’s
own account and not as a nominee for any other party, and for investment, and that the Holder shall not offer, sell or otherwise
dispose of the Note. The Note and any Note issued in substitution or replacement therefor shall be stamped or imprinted with a
legend in substantially the following form:


 




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"THIS
CONVERTIBLE PROMISSORY NOTE ("NOTE")
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR APPLICABLE STATE SECURITIES
LAWS, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF
AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT EACH NOTE MAY BE SOLD, TRANSFERRED,
OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT AND SUCH STATE SECURITIES LAWS."


 


Section
4.9 Consent to Jurisdiction. Each of the Company and the Holder (i) hereby irrevocably submits to the non-exclusive
jurisdiction of the State of Nevada for the purposes of any suit,action or proceeding
arising out of or relating to these Note and (ii) hereby waives, and agrees not to assert in any such suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or
proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the
Company and the Holder consents to process being served in any such suit, action or proceeding by mailing a copy thereof to
such party at the address in effect for notices to it under the Purchase Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing in this Section 4.9 shall affect or limit any
right to serve process in any other manner permitted by law. Each of the Company and the Holder hereby agree that the
prevailing party in any suit, action or proceeding arising out of or relating to these Note shall be entitled to
reimbursement for reasonable legal fees from the non-prevailing party.


 


Section 4.10
Parties in Interest. The Note shall be binding upon, inure to the benefit of and be enforceable by the Company, the Holder
and their respective successors and permitted assigns.


 


Section
4.11 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power,
right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power,
right or privilege preclude other or further exercise thereof or of any other right, power or privilege.


 


Section
4.12 Company Waivers. Except as otherwise specifically provided herein, the Company and all others that may become liable
for all or any part of the obligations evidenced by this Note,hereby waive presentment, demand,
notice of nonpayment, protest and all other demands’ and notices in connection with
the delivery, acceptance, performance and enforcement of this Note, and do hereby consent to any number of renewals of extensions
of the time or payment hereof and agree that any such renewals or extensions may be made without notice to any such persons and
without affecting their liability herein and do further consent to the release of any person liable hereon, all without affecting
the liability of the other persons, firms or the Company liable for the payment of this Note, AND DO HEREBY WAIVE TRIAL BY JURY.


 


		(a)	No delay or omission on the part of the Holder in exercising its rights under
this Note, or course of conduct relating hereto, shall operate as a waiver of such rights or any other right of the Holder, nor
shall any waiver by the Holder of any such right or rights on any one occasion be deemed
a waiver of the same right or rights on any future occasion.



 




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		(b)	






THE COMPANY ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE ARE A PART IS A COMMERCIAL TRANSACTION, AND
TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH
THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.


 


 





	 	Alterola Biotech, Inc  
	 	 
	By:	/s/ Seamus McAuley
	 	Name: Seasmus McAuley
	 	Title: CEO



 








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EXHIBIT A


FORM OF CONVERSION NOTICE


(To be executed by the
registered Holder in order to convert the applicable Note)


The undersigned
hereby irrevocably elects to convert $ ________________of the Principal Amount of the above Note into _______________ shares
of Common Stock of Alterola, Biotech, Inc. according to the conditions hereof, as of the date written below.


Conversion
Date: ________________________________


Applicable
Conversion Price: ________________________


Number of shares of Common Stock
beneficially owned or deemed beneficially owned by the Holder on the Conversion Date: _________________________________


 


 


Signature: _____________________________


Print Name: ___________________________


Address: ______________________________


______________________________


______________________________





 




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