Exhibit
10.22


 


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 COMPANIES.
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: January 22, 2021	Principal
    Amount: $1,250,000.00


 


12%
SENIOR SECURED


 


CONVERTIBLE
PROMISSORY NOTE


 


DUE
JANUARY 21, 2022


 


THIS
IS A 12% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE of Endexx Corporation, a Nevada corporation (the “Company”),
having its principal place of business at 38246 North Hazelwood Circle, Cave Creek, Arizona 85331 (this “Note”),
which represents a duly authorized and validly issued debt of the Company.


 


FOR
VALUE RECEIVED, the Company hereby promises to pay to the order of Apollo Management SPV LLC, a Florida limited liability company
(the “Holder”), or its registered assigns, the principal sum of $1,250,000.00 (the “Principal Amount”)
and “Guaranteed Interest” thereon at the rate of twelve percent (12.00%), all twelve (12) months of which Guaranteed
Interest shall be deemed earned as of the date hereof. Unless extended in the manner set forth herein below, the Principal Amount
and all accrued, but unpaid, interest shall be due and payable on January 21, 2022 (the “Maturity Date”), or
such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay such other interest to
the Holder on the aggregate unconverted and then outstanding Principal Amount of this Note in accordance with the provisions hereof.
If the Company and the Holder so agree in writing, the Maturity Date may be extended for one additional twelve (12)-month period
that will expire on January 20, 2023, such that the Principal Amount and all accrued, but unpaid, interest shall be due and payable
on such date, or on such earlier date as this Note is required or permitted to be repaid as provided hereunder; provided,
however, such extension shall be accompanied by the Company’s payment to the Holder of an amount equivalent to five
percent (5%) of the sum of the then-outstanding principal and accrued and unpaid interest, which payment shall be in cash or in
shares of Common Stock (as that term is defined in Section 1). The value of such “extension payment” share of Common
Stock shall be at the then-current Fixed Conversion Price (as that term is defined in Section 5(b)). In the event of such mutual
agreement to extend the Maturity Date, the period during which the Company shall be obligated to pay to the Holder Guaranteed
Interest shall also be extended for an additional twelve (12) months beyond the initial Maturity Date through and including the
end of such additional twelve (12)-month period.


 




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Notwithstanding
anything to the contrary contained herein, except upon the occurrence of an Event of Default, the Company shall pay to the Holder,
on the last day of each calendar month that any of the Principal Amount is then outstanding, eight and one-third percent (8.%)
of the annual amount of Guaranteed Interest, equitably adjusted for a partial calendar month. If the Company’s obligation
to repay the Principal Amount has been fully satisfied prior to the end of a calendar quarter, then, concurrently with such satisfaction,
the Company shall pay to the Holder all accrued, but unpaid, Guaranteed Interest.


 


Guaranteed
Interest:


 


Notwithstanding
anything contained herein, this Note shall bear interest on the aggregate unpaid Principal Amount and Guaranteed Interest from
and after the occurrence and during the continuance of an Event of Default pursuant to Section 7(a) at the rate (the “Default
Rate”) equal to the lesser of two percent (2%) per month (twenty-four percent (24%) per annum) or the maximum rate permitted
by law. Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection costs,
then to any unpaid Default Rate interest and fees; any remaining amount shall be applied first to any unpaid Guaranteed Interest
and then to any unpaid Principal Amount. Notwithstanding the dates for payment of Guaranteed Interest, Default Rate interest shall
be due and payable by the Company to the Holder on the tenth (10th) day of each calendar month during which Default
Rate interest accrued.


 


This
Note is subject to the following additional provisions:


 


Upon
the execution and delivery of this Note, the sum of $1,250,000.00 shall be remitted and delivered to, or on behalf of, the Company.


 


The
Company acknowledges that, during the term of this Note, the Company may become subject to Section 13 or 15(d) of the Exchange
Act. Upon such occurrence, the various sections of this Note that are relevant to an issuer becoming a reporting issuer will then
apply. Prior to such occurrence, the following terms, among others, contained herein shall not be relevant or applicable to the
transactions contemplated by this Note: Average daily dollar volume; Buy-In; Default Conversion Price; DTC; DTC/FAST Program;
DWAC eligible; Equity Line of Credit; Exchange Act and related periodic reports; Marketplace Rules of the NASDAQ Stock Market;
OTC; OTC Markets Group Inc.; Rule 144; Trading Day; Variable Priced Equity Linked Instrument; and VWAP. For so long as the Company’s
obligations under this Note have not been fully satisfied, the Company shall provide the Holder with not less than fifteen (15)
days’ written notice in advance of the Company becoming subject to Section 13 or 15(d) of the Exchange Act.


 


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


 


“Alternate
Consideration” shall have the meaning set forth in Section 6(e).


 


“Bankruptcy
Event” means any of the following events: (a) the Company (as such term is defined in Rule 1-02(w) of Regulation S-X
thereof) commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of
debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company , (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.


 




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“Base
Conversion Price” shall have the meaning set forth in Section 6(b).


 


“Beneficial
Ownership Limitation” shall have the meaning set forth in Section 5(d).


 


“Buy-In”
shall have the meaning set forth in Section 5(b)(v).


 


“Change
of Control Transaction” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof
by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act)
of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise)
of in excess of fifty percent (50%) of the voting securities of the Company (other than by means of conversion or exercise of
this Notes and the Securities issued together with this Notes); (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 percent (50%) 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 percent (50%) of the aggregate
voting power of the acquiring entity immediately after the transaction; (d) a replacement at one time or within a three year period
of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are
members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board
of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of
Directors who are members on the date hereof); or (e) the execution by the Company of an agreement to which the Company is a party
or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.


 


“Common
Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


 


“Common
Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time
Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at
any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Conversion”
shall have the meaning ascribed to such term in Section 5.


 


“Conversion
Date” shall have the meaning set forth in Section 5(a).


 




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


 


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


 


“Default
Rate” shall have the meaning ascribed thereto in the preamble of this Note.


 


“Dilutive
Issuance” shall have the meaning set forth in Section 6(b).


 


“Dilutive
Issuance Notice” shall have the meaning set forth in Section 6(b).


 


“DTC”
means the Depository Trust Company.


 


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


 


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


 


“Event
of Default” shall have the meaning set forth in Section 7(a).


 


“Exchange
Act” means, the Securities Exchange Act of 1934, as amended.


 


“Exempt
Issuance” shall have the meaning set forth in Section 6(c).


 


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


 


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


 


“Fundamental
Transaction” shall have the meaning set forth in Section 6(e).


 


“Guaranteed
Interest” shall have the meaning ascribed thereto in the preamble of this Note.


 


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


 


“Mandatory
Default Amount” means the payment of 120% of the outstanding Principal Amount of this Note and accrued and unpaid interest
hereon, in addition to the payment of all other amounts, costs, expenses, and liquidated damages due in respect of this Note.


 


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


 


“Notice
of Conversion” shall have the meaning set forth in Section 5(a).


 




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


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Purchase
Agreement” means the Convertible Note Purchase Agreement, dated as of January 22, 2021, between the Company and the
original Holder, as amended, modified, or supplemented from time to time in accordance with its terms.


 


“Required
Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable
in the future pursuant to this Note, including any Conversion Shares issuable upon conversion in full of this Note (including
Conversion Shares issuable as payment of interest on this Note), ignoring any conversion limits set forth therein, and assuming
that the Fixed Conversion Price is at all times on and after the date of determination 100% of the then Fixed Conversion Price
on the Trading Day immediately prior to the date of determination.


 


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


 


“Share
Delivery Date” shall have the meaning set forth in Section 5(c)(ii).


 


“Successor
Entity” shall have the meaning set forth in Section 6(e).


 


“Trading
Price” shall mean the average of the VWAP for the ten (10) Trading Days following the Clearing Date.


 


“Variable
Rate Transaction” means, collectively, an “Equity Line of Credit” or similar agreement, or a Variable Priced
Equity Linked Instrument. For purposes hereof, (i) “Equity Line of Credit” means any transaction involving a written
agreement between the Company and an investor or underwriter, whereby the Company has the right to “put” its securities
to the investor or underwriter over an agreed period of time and at future determined price or price formula (other than customary
“preemptive” or “participation” rights or “weighted average” or “full-ratchet”
anti-dilution provisions or in connection with fixed-price rights offerings and similar transactions that are not Variable Priced
Equity Linked Instruments) and (ii) “Variable Priced Equity Linked Instruments” means: (A) any debt or equity securities
which are convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock either
(1) at any conversion, exercise, or exchange rate or other price that is based upon and/or varies with the trading prices of or
quotations for Common Stock at any time after the initial issuance of such debt or equity security or (2) with a conversion, exercise,
or exchange price that is subject to being reset on more than one occasion at some future date at any time after the initial issuance
of such debt or equity security due to a change in the market price of the Company’s Common Stock since date of initial
issuance (other than customary “preemptive” or “participation” rights or “weighted average”
or “full-ratchet” anti-dilution provisions or in connection with fixed-price rights offerings and similar transactions)
and (B) any amortizing convertible security that amortizes prior to its maturity date, in which the Company is required or has
the option to (or any investor in such transaction has the option to require the Company to) make such amortization payments in
shares of Common Stock that are valued at a price that is based upon and/or varies with the trading prices of or quotations for
Common Stock at any time after the initial issuance of such debt or equity security (whether or not such payments in shares of
Common Stock are subject to certain equity conditions).


 




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“VWAP”
means, for or as of any date, the dollar volume-weighted average price for such security on the Trading Market (or, if the Trading
Market is not the principal trading market for such security, then on the principal securities exchange or securities market on
which such security is then traded) during the period beginning at 9:30:01 a.m., New York City time, and ending at 4:00:00 p.m.,
New York City time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing
does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the OTC Markets Group
Inc. marketplace for such security during the period beginning at 9:30:01 a.m., New York City time, and ending at 4:00:00 p.m.,
New York City time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by
Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers
for such security as reported by OTC Markets Group Inc. If the VWAP cannot be calculated for such security on such date on any
of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company
and the Holder. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination,
recapitalization, or other similar transaction during such period.


 


Section
2. Interest.


 


Payment
of Interest in Cash or Kind. All payments of Guaranteed Interest and interest at the Default Rate hereunder will be payable
in cash or Common Stock or a combination thereof, all in the Holder’s sole and absolute discretion. A pro rata amount of
unpaid Guaranteed Interest shall be due on payable on each Conversion Date or partial prepayment date (with all then-remaining
unpaid Guaranteed Interest being due and payable contemporaneously on the earlier of any final prepayment date or the Maturity
Date), or as otherwise set forth herein.


 


a)
Interest Calculations. Default Rate interest shall be calculated on the basis of a 360-day year, consisting of twelve (12)
thirty (30)-calendar day periods, and shall accrue daily commencing on the Original Issue Date (less any pro rata amount of Guaranteed
Interest for the relevant period) until payment in full of the outstanding principal, together with all accrued and unpaid Guaranteed
Interest, Default Rate interest, liquidated damages and other amounts that may become due hereunder, has been made. Interest hereunder
will be paid to the Person in whose name this Note is registered on the records of the Company regarding registration and transfers
of this Note (the “Note Register”).


 


b)
Late Fees. All overdue accrued and unpaid interest to be paid hereunder shall entail a late fee at the Default Rate (the
“Late Fee”), which shall accrue daily from the date such interest is due hereunder through and including the
date of actual payment in full.


 




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c)
Prepayment. Until the six-month anniversary of the Original Issuance Date and at any time upon fourteen (14) calendar days’
written notice to the Holder, but subject to the Holder’s conversion rights set forth herein, the Company may prepay any
portion of the Principal Amount of this Note and any accrued and unpaid interest, including the Guaranteed Interest thereon, without
premium thereon or penalty therefor. During the succeeding two months, the Company may not prepay any portion of the Principal
Amount of this Note and any accrued and unpaid interest, including the Guaranteed Interest thereon. From and after the eight-month
anniversary of the Original Issuance Date, the Company may, at any time upon fourteen (14) calendar days’ written notice
(the “Conversion Period”) to the Holder, but subject to the Holder’s conversion rights set forth herein,
may prepay any portion of the Principal Amount of this Note and any accrued and unpaid interest, including the Guaranteed Interest
thereon. At any time during the Conversion Period, the Holder may convert an amount up to and including the amount that the Company
otherwise would be prepaying, thus obviating the Company’s potential prepayment of such amount. If the Company then exercises
its right to prepay this Note, the Company shall make payment to the Holder of an amount in cash equal to the sum of the then-outstanding
Principal Amount of this Note and all accrued and unpaid interest, including the Guaranteed Interest thereon multiplied by 115%.
In any such prepayment, payments will be applied first to any unpaid collection costs, then to any unpaid Default Rate interest
and fees; any remaining amount shall be applied first to any unpaid Guaranteed Interest and then to any unpaid Principal Amount.


 


Section
3. Informational Monitoring; Loan-to-Value Covenants; Sweep Account.


 


a)
Informational Monitoring. On the first and third Friday of each calendar month during which any of the obligations of this
Note remain outstanding (each, a “Monitoring Day”), the Company shall provide to the Holder (i) a comprehensive,
detailed spreadsheet that contains a list of all of the Company’s inventory as of the close of business on the immediately
preceding day, which list shall include the value of the inventory as of the immediately preceding fiscal quarter (which inventory
shall have been valued thereon at the lower of cost or fair market value) (the “Inventory Value”), (ii) a comprehensive,
detailed spreadsheet that contains a list of all of the Company’s accounts receivable, listing each customer or client of
the Company (with current and 30-, 60-, 90-, 120-, 150- and 180+-day aging columns) (the “Receivables Value”),
and (iii) the such other information as the Holder may reasonably request so that the Holder, or one or more third-parties of
its choosing, will be able to confirm the Company’s inventory and accounts receivable balance and financial state. The costs
incurred by the Holder, directly or through such third parties, shall be borne by the Company, which shall pay any invoices in
respect thereof within thirty (30) days of presentation to the Company.


 


b)
Loan-to-Inventory Value Covenant. As of each Monitoring Day, the Company shall maintain Loan-to-Inventory Value coverage
of not less than 100%, which coverage ratio shall be calculated with the numerator of such fraction being the Inventory Value
and the denominator of such fraction being the sum of (i) the Principal Amount then-owing and (ii) the aggregate Guaranteed Interest
through and including the Maturity Date or the extended Maturity Date, as applicable.


 


c)
Loan-to-Limited Receivables Value Covenant. As of each Monitoring Day, the Company shall maintain Loan-to-Receivables Value
coverage of not less than 90% of the Receivables Value (utilizing only the Company’s accounts receivable that are in the
current and 30-day aging columns; the “Limited Receivables Value”), which coverage ratio shall be calculated
with the numerator of such fraction being the Limited Receivables Value and the denominator of such fraction being the sum of
(i) the Principal Amount then-owing and (ii) the aggregate Guaranteed Interest through and including the Maturity Date or the
extended Maturity Date, as applicable. Notwithstanding the above, the Holder will grant forbearance of its enforcement of this
covenant solely in the event that the Company enters into an industry-standard, receivables-backed financing arrangement with
a financial institution, whose deposits are insured by the Federal Deposit Insurance Corporation, the grant of which forbearance
shall not be unreasonably withheld, delayed, denied, or conditioned by the Holder.


 




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d)
Sweep Account. The Company shall establish a bank account at a financial institution of the Holder’s choosing, which
bank account shall constitute a “lockbox-type” account (the “Lockbox Account”) and shall be under
the control of the Company and the Holder. All of the accounts receivable collected by Company shall be deposited into the Lockbox
Account. On the last day of each month (commencing on the first month following the ninety (90)-day anniversary of the Original
Issue Date (the “Monthly Debit Commencement Date”)) during which any of the obligations of this Note remain
outstanding, the Guaranteed Interest that has accrued for such month shall automatically be debited (the “Monthly Debits”)
from the Lockbox Account and credited to an account to be designated by the Holder. The Company shall cause the Lockbox Account
to be established and, thereafter, to cause the Monthly Debits to occur on the schedule set forth in this Section 3(d). During
the period from the Original Issue Date (notwithstanding that the Monthly Debit Commencement Date may not have then commenced),
the Company shall maintain a positive cash balance in the Lockbox Account equivalent to three (3) month’s of Guaranteed
Interest payments.


 


Section
4. Registration of Transfers and Exchanges.


 


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


 


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


 


Section
5. Conversion.


 


a)
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall
be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time
(subject to the conversion limitations set forth in Section 5(d) hereof); provided, however, that this Note shall
not be convertible through and including the six (6)-month anniversary of the Original Issue Date unless an Event of Default has
occurred that has not been cured during the relevant cure period, if any, in which event this six (6)-month prohibition against
conversion shall not be operative. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the
form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the
Principal Amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion
Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such
Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion
guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. 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
a Conversion Schedule 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 one (1) Business Day of delivery of such Notice of Conversion. In the event of any
dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The
Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph,
following conversion of a portion of this Note, the unpaid and unconverted Principal Amount of this Note may be less than the
amount stated on the face hereof.


 




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b)
Fixed Conversion Price; Reduced Value Price. The “Fixed Conversion Price” of this Note is $0.054 per
share. In the event that the Company consummates (in whole or in part) any financing (whether such financing is equity, equity-equivalent,
or debt or any combination thereof and whether any portion of such financing is a derivative security) at a price less than the
Fixed Conversion Price (the “Reduced Valuation Price”), then, from and after the consummation of such Reduced
Valuation transaction, the Fixed Conversion Price shall be reduced to an amount equal to the Reduced Valuation Price.


 


c)
Reserved.


 


d)
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 and all interest
of any nature to be converted and any accrued and unpaid interest to be converted by (y) the Fixed Conversion Price.


 


ii.
Delivery of Certificate Upon Conversion. Not later than two (2) Trading Days after each Conversion Date (the “Share
Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder (A) a certificate or certificates
representing the Conversion Shares which, on or after the date on which such Conversion Shares are eligible to be sold under Rule
144 without the need for current public information and the Company has received an opinion of counsel to such effect reasonably
acceptable to the Company (which opinion the Company will be responsible for obtaining at the cost of the Holder) shall be free
of restrictive legends and trading restrictions, representing the number of Conversion Shares being acquired upon the conversion
of this Note. All certificate or certificates required to be delivered by the Company under this Section 5(d) shall be delivered
electronically through the DTC or another established clearing corporation performing similar functions. If the Conversion Date
is prior to the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public
information the Conversion Shares shall bear a restrictive legend in the following form, as appropriate:


 


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


 




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


 


iii.
Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not
delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written
notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in
which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly
return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.


 


iv.
Obligation Absolute; Partial Liquidated Damages. The Company’s obligations to issue and deliver the Conversion Shares
upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or
inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment
against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation, or termination, or
any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation
of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation
of the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that
such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the
event the Holder of this Note shall elect to convert any or all of the outstanding principal or interest amount hereof, the Company
may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged
in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining
and or enjoining conversion of all or part of this Note shall have been sought. If the injunction is not granted, the Company
shall promptly comply with all conversion obligations herein. If the injunction is obtained, the Company must post a surety bond
for the benefit of the Holder in the amount of 150% of the outstanding Principal Amount of this Note, which is subject to the
injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the
proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of seeking such injunction,
the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If the Company fails for
any reason to deliver to the Holder such certificate or certificates pursuant to Section 5(c)(ii) by the Share Delivery Date,
the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, $1,000 per Trading Day for each Trading
Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall
limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 7 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 5(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 that 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 5(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.


 






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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 200% of the Required
Minimum (the “Reserve Amount”) 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 this Notes). 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.


 


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


 




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e)
Holder’s Conversion Limitations. The Company shall not effect any conversion of principal and/or interest of this
Note, and a Holder shall not have the right to convert any principal and/or interest of this Note, to the extent that after giving
effect to the conversion set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates,
and any Persons acting as a group together with the Holder or any of the Holder’s Affiliates) would beneficially own in
excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares
of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable
upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of
Common Stock which are issuable upon (i) conversion of the remaining, unconverted Principal Amount of this Note beneficially owned
by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other
securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including,
without limitation, any other Notes) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding
sentence, for purposes of this Section 5(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section
5(d) applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together
with any Affiliates) and of which Principal Amount of this Note is convertible shall be in the sole discretion of the Holder,
and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Note may be
converted (in relation to other securities owned by the Holder together with any Affiliates) and which Principal Amount of this
Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction,
the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion
has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the
accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this
Section 5(e), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding
shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report
filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written
notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon
the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder
the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be
determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder
or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial
Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder. The Holder, upon not
less than sixty-one (61) days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation
provisions of this Section 5(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of
shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion
of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 5(e) shall continue to apply.
Any such increase or decrease will not be effective until the sixty-first (61st) calendar 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 5(d) to correct this paragraph (or any portion
hereof) that 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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Section
6. 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, this Notes), (ii) subdivides outstanding shares of Common Stock into a larger number of shares,
(iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares
or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company,
then the Fixed Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common
Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall
be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section
shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend
or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, or
re-classification.


 


b)
Dilution. The Company specifically acknowledges that its obligation to issue the Common Stock is binding upon the Company
and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company.


 


c)
Subsequent Equity Sales. If, at any time while this Note is outstanding, the Company enters into (without the prior written
consent of the Holder) a Variable Rate Transaction involving the sale or grant of 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 a determinable effective
price per share that is lower than the then Fixed 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 as part of such Variable Rate Transaction 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
that are issued in connection with such issuance, be entitled to receive shares of Common Stock at a determinable effective price
per share that is lower than the Fixed Conversion Price, such issuance shall be deemed to have occurred for less than the Fixed
Conversion Price on such date of the Dilutive Issuance), then immediately upon the Company’s entry into such Variable Rate
Transaction, the Fixed Conversion Price shall be reduced to an amount equal to the New Issuance Price. Such adjustment shall be
made whenever such Common Stock or Common Stock Equivalents are issued and the Base Conversion Price is determinable. Notwithstanding
the foregoing, no adjustment will be made under this Section 6(b) in respect of an “Exempt Issuance.” For the
purposes hereof, an Exempt Issuance shall consist of any issuance of Common Stock (i) for consideration other than cash pursuant
to a merger, consolidation, acquisition, or similar business combination approved by the Board of Directors, (ii) issued pursuant
to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial
institution approved by the Board of Directors, and (iii) with respect to which the holders of a majority of the outstanding principal
of other notes, if any, of the same series as this Note waive their rights contained in respect of a Dilutive Issuance. The Company
shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents
subject to this Section 6(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 6(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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d)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 6(a) 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 that 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, that, 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).


 


e)
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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f)
Fundamental Transaction. If, at any time while this Note is outstanding, (i) the Company, directly or indirectly, in one
or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell,
tender or exchange their shares for other securities, cash or property and has been accepted by the holders of fifty percent (50%)
or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects
any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which
the Common Stock is effectively converted into or exchanged for other securities, cash or property, (v) the Company, directly
or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby
such other Person acquires more than fifty percent (50%) of the outstanding shares of Common Stock (not including any shares of
Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons
making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”),
then, upon any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that
would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard
to any limitation in Section 5(e) on the conversion of this Note), the number of shares of Common Stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Note
is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 5(d) on the conversion
of this Note). For purposes of any such conversion, the determination of the Fixed Conversion Price shall be appropriately adjusted
to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of
Common Stock in such Fundamental Transaction, and the Company shall apportion the Fixed Conversion Price among the Alternate Consideration
in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of
Common Stock are given any choice as to the securities, cash, or property to be received in a Fundamental Transaction, then the
Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following
such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is
not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under
this Note and any document ancillary hereto, in accordance with the provisions of this Section 6(e) pursuant to written agreements
in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such
Fundamental Transaction and shall, at the option of the holder of this Note, deliver to the Holder in exchange for this Note a
security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Note that
is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent
to the shares of Common Stock acquirable and receivable upon conversion of this Note (without regard to any limitations on the
conversion of this Note) prior to such Fundamental Transaction, and with a conversion price that applies the conversion price
hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to
such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion
price being for the purpose of protecting the economic value of this Note immediately prior to the consummation of such Fundamental
Transaction), and that is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental
Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental
Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” shall refer
instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations
of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named
as the Company herein.


 




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g)
Calculations. All calculations under this Section 6 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 6, 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.


 


h)
Notice to the Holder.


 


i.
Adjustment to Fixed Conversion Price. Whenever the Fixed Conversion Price is adjusted pursuant to any provision of this
Section 6, the Company shall promptly deliver to the Holder a notice setting forth the Fixed Conversion Price after such adjustment
and setting forth a brief statement of the facts requiring such adjustment.


 


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


 




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Section
7. 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.
(A) Any default in the payment of principal due hereunder, or (B) any default in the payment of interest or other amounts (not
including principal) due hereunder, which failure is not cured within three (3) Trading Days after such failure;


 


ii.
the Company shall fail to observe or perform any other covenant, provision, or agreement contained in this Note (and 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 (x) below) and is not cured, if possible to cure, within the earlier to occur of (A) three (3) Trading Days after notice
of such failure sent by the Holder or by any other Holder to the Company and (B) three (3) Trading Days after the Company has
become or should have become aware of such failure;


 


iii.
a default or event of default of any other material agreement, lease, document, or instrument to which the Company is obligated
(and not covered by clause (vi) below);


 


iv.
any representation or warranty made in this Note, any other Transaction Documents, any written statement pursuant hereto or thereto
or any other report, financial statement or certificate made or delivered to the Holder or any other Holder shall be untrue or
incorrect in any material respect as of the date when made or deemed made; provided, however, if any representation or warranty
made in the disclosure schedules of the Transaction Document set forth a matter that constitutes an event of default, the Company
shall have one hundred twenty (120) days from the Original Issue Date to (i) obtain a waiver of such disclosed default or (ii)
cure such disclosed default;


 


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


 


vi.
the Company shall default on any of its obligations under any mortgage, credit agreement or other facility, indenture agreement,
factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness
for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than
$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;


 




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vii.
the Common Stock shall not be eligible for listing or quotation for trading on a Trading Market and shall not be eligible to resume
listing or quotation for trading thereon within three (3) Trading Days or the transfer of shares of Common Stock through the DTC’s
DWAC System is no longer available or “chilled”;


 


viii.
the Company shall be a party to any Change of Control Transaction or Fundamental Transaction (A) without first giving the Holder
ten (10) days’ prior written notice of the closing of such Change of Control Transaction or Fundamental Transaction and
(B) prior to or simultaneous with the closing of such Change of Control Transaction or Fundamental Transaction, the Holder is
not repaid in accordance with Section 2(d) herein;


 


ix.
From and after the six-month anniversary of the Original Issuance Date, the Company does not meet the current public information
requirements under Rule 144;


 


x.
the Company shall fail for any reason to deliver certificates to a Holder prior to the third (3rd) Trading Day after
a Conversion Date pursuant to Section 5(c) or the Company shall provide at any time notice to the Holder, including by way of
public announcement, of the Company’s intention to not honor requests for conversions of this Note in accordance with the
terms hereof;


 


xi.
From and after the six-month anniversary of the Original Issuance Date, the Company fails to file with the Commission any required
reports under Section 13 or 15(d) of the Exchange Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2),
if applicable);


 


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


 


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


 


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


 




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xv.
the Company shall fail to maintain the Reserve Amount;


 


xvi.
any monetary judgment, writ or similar final process shall be entered or filed against the Company, 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;


 


xvii.
The Company shall fail to comply with the “use of proceeds” of this Note as set forth in Section 8(k); or


 


xviii.
The Company fails to become subject to Section 13 or 15(d) of the Exchange Act within 180 days of the Original Issue Date of this
Note.


 


b)
Remedies upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 5(d), if any Event
of Default occurs, then the outstanding Principal Amount of this Note, plus accrued but unpaid interest, liquidated damages and
other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately
due and payable at the Holder’s option, in cash or in shares of Common Stock, at the Mandatory Default Amount. After the
occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall
accrue at the lesser of the Default Rate or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory
Default Amount in cash or in shares of Common, 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 (other than the Holder’s election to declare such acceleration), 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 this Note until such time, if any, as the Holder receives
full payment pursuant to this Section 7(b). No such rescission or annulment shall affect any subsequent Event of Default or impair
any right consequent thereon.


 


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 email or facsimile, or sent by a nationally
recognized overnight courier service, addressed to the Company, at 38246 North Hazelwood Circle, Cave Creek, Arizona 85331, or
such other email address, facsimile number, 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 email or facsimile, or sent by a nationally recognized overnight courier
service addressed to each 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, facsimile number, or address appears on the books of the Company, at the principal place
of business of such Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the
earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set
forth on the signature pages attached hereto prior to 12:00 noon (New York City time) on any date, (ii) the next Trading Day after
the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the
signature pages attached hereto on a day that is not a Trading Day or later than 12:00 noon (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.


 




    	20



    	 



    

 


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


 




    	21



    	 



    

 


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 that 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 that may affect
the covenants or the performance of this Note, and the Company (to the extent it may lawfully do so) hereby expressly waives all
benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the
execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such
law has been enacted.


 


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


 




    	22



    	 



    

 


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)
Security Interest. The obligations of the Company under this Note shall be secured by that certain Security Agreement and
Intellectual Property Security Agreement, each dated January 22, 2021, between the Company and the Holder.


 


Notwithstanding
anything to the contrary contained in any of the Transaction Documents or any other transaction document between any Company and
the Holder or any Affiliate of the Holder, to the extent there be an allocation of cash flow to pay off any obligation any Company,
such cash flow shall be first allocated to pay off the Company’s obligations under this Note.


 


k)
Use of Proceeds. The gross proceeds of the funding to the Company related to this Note shall be used as set forth on Exhibit
8(k).


 


(Signature
Page follows)


 




    	23



    	 



    

 


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.


 


	 	ENDEXX
CORPORATION 



	 	 
	 	By:	                      
	 	Name:	 
	 	Title:	 





	 	Facsimile
    No. for delivery of Notices:	 


 




    	24



    	 



    

 


ANNEX
A


 


NOTICE
OF CONVERSION


 


The
undersigned hereby elects to convert principal under the 12% Senior Secured Convertible Promissory Note, due January 22, 2022
of Endexx 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 Companies 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 Companies that its ownership of the Common
Stock does not exceed the amounts specified under Section 5 of this Note, as determined in accordance with Section 13(d) of the
Exchange Act.


 


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


 


Conversion
calculations:


 


Date
to Effect Conversion:


 


Principal
Amount of Note to be Converted:


 


Payment
of Interest in Common Stock __ yes __ no


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


 


Number
of shares of Common Stock to be issued:


 


 


Signature:


 


Name:


 


Delivery
Instructions:


 




    	ANNEX A



    	 



    

 


Schedule
1


CONVERSION
SCHEDULE


 


This
12% Senior Secured Convertible Promissory Note, due on January 21, 2022, in the original principal amount of $1,250,000.00 is
issued by Endexx Corporation (the “Company”). This Conversion Schedule with respect to the Common Stock of
the Company reflects conversions made under Section 5 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’s
    Attest
	

         
		
	 	 
	 	

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 




    	SCHEDULE 1



    	 



    

 


EXHIBIT
8(K)


 


	M2B Funding Corp.:	 	 	 	 	 	 
	Repayment of November 15 Note ($593,250 plus extension fee)	 	=	 	$	678,678	 
	Repayment of December 21 Note ($290,000 plus extension fee)	 	=	 	$	313,548	 
	 	 	 	 	$	992,226	 
	 	 	 	 	 	 	 
	Odin Associates, LLC:	 	 	 	 	 	 
	Repayment of loan	 	=	 	$	65,790	 
	 	 	 	 	 	 	 
	Clark Hill LLP:	 	 	 	 	 	 
	Legal fees	 	=	 	$	15,000                                     	(est.)
	 	 	 	 	 	 	 
	The Company:	 	 	 	 	 	 
	Marketing and other operating expenditures for DJ project	 	=	 	$	176,984	 



 




    	EXHIBIT 8(K)