THIS PROMISSORY NOTE (“NOTE”) HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT
ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	Principal
Amount: $1,150,000	 	
    Dated as of November 2, 2022

    Houston, Texas



 


Global System Dynamics, Inc., a Delaware corporation
(the “Maker”), promises to pay to the order of DarkPulse, Inc., a Delaware corporation, or its registered assigns
or successors in interest (the “Payee”), or order, the principal sum of up to One Million One Hundred and Fifty Thousand
Dollars ($1,150,000) in lawful money of the United States of America, on the terms and conditions described below. All payments
on this Note (unless the full principal is converted pursuant to Section 15 below) shall be made by check or wire transfer of immediately
available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice
in accordance with the provisions of this Note.


 


1.                  
Principal. The principal balance of this Note shall be payable
by the Maker on the earlier to occur of: (i) the date on which Maker consummates its initial business combination (the “Business
Combination”) and (ii) the date that the winding up of Maker is effective (such date, the “Maturity Date”). The
principal balance may be prepaid at any time, at the election of the Maker, without premium or penalty. Under no circumstances shall any
individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any
obligations or liabilities of the Maker hereunder.


 


2.                  
Interest. No interest shall accrue on the unpaid principal
balance of this Note.


 


3.                  
Use of Proceeds. This Note is being made in connection with
Maker extending its termination date of November 9, 2022 for an additional three (3) months to February 9, 2023 (the “Initial
Extension”). The Maker hereby represents, warrants and covenants to the Payee, that the entire principal amount will be used
by the Maker solely for purposes of the Initial Extension pursuant to the Maker’s Certificate of Incorporation and the Investment
Management Trust Agreement, dated effective August 4, 2021, by and between Maker and Continental Stock Transfer & Trust Company, a
New York limited liability trust company.


 


4.                  
Application of Payments. All payments shall be applied first
to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s
fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.


 


5.                  
Events of Default. The following shall constitute an event
of default (“Event of Default”):


 


(a)                
Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant
to this Note within seven (7) business days after the Maturity Date.


 


(b)               
Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable
bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession
by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part
of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts
as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.


 


(c)                
Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction
in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing
a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property,
or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect
for a period of sixty (60) consecutive days.


 



    	 		 



     


    

 





6.                  
Remedies.


 


(a)                
Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written
notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other
amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)               
Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal
balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable,
in all cases without any action on the part of Payee.


 


7.                  
Waivers. Maker and all endorsers and guarantors of, and
sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note,
all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might
accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising
from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from
civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment
obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired
by Payee.


 


8.                  
Unconditional Liability. Maker hereby waives all notices
in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability
shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence,
extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals,
waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional
makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.


 


9.                  
Notices. All notices, statements or other documents which
are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or
certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile
to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or
(iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as
may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the
day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic
transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by
mail.


 


10.               
Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE LAWS OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.


 


11.               
Severability. Any provision contained in this Note which
is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


12.               
Trust Waiver. Notwithstanding anything herein to the contrary,
the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution
of or from the trust account established in connection with the Maker’s initial public offering (the “IPO”),
and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason
whatsoever; provided, however, that upon the consummation of the Business Combination, Maker shall repay the principal balance of this
Note out of the proceeds released to Maker from the trust account after payment to holders of the public shares in accordance with Section 4
hereof. The foregoing shall bind any permitted assignee or transferee of this Note.


 



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13.               
Amendment; Waiver. Any amendment hereto or waiver of any
provision hereof may be made with, and only with, the written consent of the Maker and the Payee.


 


14.               
Assignment. No assignment or transfer of this Note or any
rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of
the other party hereto and any attempted assignment without the required consent shall be void.


 


15.               
Conversion.


 


(a)                
Notwithstanding anything contained in this Note to the contrary, at Payee’s option, at any
time after consummation of the Business Combination and prior to payment in full of the principal balance of this Note, Payee may elect
to convert up to One Million One Hundred and Fifty Thousand Dollars ($1,150,000) of the unpaid principal balance of this Note into that
number of units, each unit consisting of one share of Maker’s Class A Common Stock, par value $0.0001 per share (“Common
Stock”), and one-half of one warrant to purchase one share of Common Stock, with each whole warrant exercisable for one (1)
share of Common Stock upon the consummation of the Business Combination (the “Conversion Units”), equal to: (x) the
portion of the principal amount of this Note being converted pursuant to this Section 15, divided by (y) $10.00, rounded up to the nearest
whole number of unit. The Conversion Units shall be identical to the units issued by the Maker to the Payee in a private placement upon
consummation of the IPO. The Conversion Units and their underlying securities, and any other equity security of Maker issued or issuable
with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization,
amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 hereof.


 


(b)               
Upon any complete or partial conversion of the principal amount of this Note, (i) such principal
amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender
and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Units,
(iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after
any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee,
deliver to Payee (or its members or their respective affiliates) (Payee or such other persons, the “Holders”) the Conversion
Units, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee
and applicable state and federal securities laws.


 


(c)                
The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue
or delivery of the Conversion Units upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated
to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion.


 


(d)               
The Conversion Units shall not be issued upon conversion of this Note unless such issuance and such
conversion comply with all applicable provisions of law, including but not limited to the applicable rules and regulations of The Nasdaq
Stock Market.


 


16.               
Registration Rights.


 


(a)                
Reference is made to that certain Registration Rights Agreement between Maker and the parties thereto,
dated as of August 4, 2021 (the “Registration Rights Agreement”). All capitalized terms used in this Section 16
shall have the same meanings ascribed to them in the Registration Rights Agreement.


 


(b)               
The Holders shall be entitled to one Demand Registration with respect to the Conversion Units, which
shall be subject to the same provisions as set forth in Section 2.1 of the Registration Rights Agreement.


 


(c)                
The Holders shall also be entitled to include the Conversion Units and their underlying securities
in Piggyback Registrations, which shall be subject to the same provisions as set forth in Section 2.2 of the Registration Rights
Agreement; provided, however, that in the event that an underwriter advises Maker that the Maximum Number of Securities has been exceeded
with respect to a Piggyback Registration, the Holders shall not have any priority for inclusion in such Piggyback Registration.


 


(d)               
Except as set forth above, the Holders and Maker, as applicable, shall have all of the same rights,
duties and obligations set forth in the Registration Rights Agreement.


 


[Signature page follows]


 




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IN WITNESS WHEREOF, Maker, intending to be legally
bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.


 


	Global System Dynamics, Inc.
	 	 
	By:	 	/s/ Rik Iler
	 	 	Name: Rick Iler
	 	 	Title: Principal Executive Officer and Chief Financial Officer


 



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