EXHIBIT 10.46


 


NEITHER THE ISSUANCE AND SALE OF
THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE 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.


 


	Principal Amount: $113,000.00	Issue Date: April 3, 2017




 


10% CONVERTIBLE
NOTE


 


FOR VALUE RECEIVED
PROGREEN US, INC., a Delaware corporation (“Borrower” or “Company”), hereby promises to pay to the
order of EMA FINANCIAL, LLC, a Delaware limited liability company, or its registered assigns (the “Holder”),
on April 3, 2018, (subject to extension as set forth below, the “Maturity Date”), the sum of $113,000.00 as set forth
herein, together with interest on the unpaid principal balance hereof at the rate of ten (10%) per annum (the “Interest Rate”)
from the Closing Date until this Note plus any and all amounts due hereunder are paid in full, and any additional amounts set forth
herein, including without limitation any Additional Principal (as defined herein). Interest shall be computed on the basis of a
365-day year and the actual number of days elapsed. Any amount of principal or interest on this Note which is not paid when due
shall bear interest at the rate of twenty-four (24%) per annum from the due date thereof until the same is paid (“Default
Interest”). All payments due hereunder shall be made in lawful money of the United States of America. All payments shall
be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions
of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day,
the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date
which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account
for purposes of determining the amount of interest due on such date. As used in this Note, the term “business day”
shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized
or required by law or executive order to remain closed. Each capitalized term used herein, and not otherwise defined, shall have
the meaning ascribed thereto in that certain Securities Purchase Agreement entered into by and between the Company and Holder dated
on or about the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”). The Holder
may, by written notice to the Borrower at least five (5) days before the Maturity Date (as may have been previously extended),
extend the Maturity Date to up to one (1) year following the date of the original Maturity Date hereunder.


 






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This Note is free
from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights
or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.


 


The following terms
shall apply to this Note:


 


ARTICLE
I. CONVERSION RIGHTS


 


1.1.        
Conversion Right. The Holder shall have the right, in its sole and absolute discretion, as of the date which is one hundred
and eighty days following the Closing Date, to convert all or any part of the outstanding amount due under this Note into fully
paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or
other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price
(the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however,
that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion
of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares
of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised
or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the
limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this
Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder
and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately
preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and Regulation 13D-G thereunder, except as otherwise provided in clause (1)
of such proviso, provided, further, however, that the limitations on conversion may be waived
by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Borrower, and the provisions
of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may
be specified in such notice of waiver). The number of shares of Common Stock to be issued upon each Conversion of this Note (“Conversion
Shares”) shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then
in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”),
delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted
by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 11:59
p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount”
means, with respect to any Conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such Conversion, plus (2)
accrued and unpaid interest, if any, on such principal amount being converted at the interest rates provided in this Note to the
Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the
immediately preceding clauses (1) and/or (2), plus (4) any Additional Principal for such Conversion, plus (5)
at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.2(c) and 1.4(g) hereof.


 






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1.2.        
Conversion Price.


  


a)           
Calculation of Conversion Price. The conversion price hereunder (the “Conversion Price”) shall equal the
lower of: (i) the closing sale price of the Common Stock on the Principal Market on the Trading Day immediately preceding the Closing
Date, and (ii) 55% of either the lowest sale price for the Common Stock on the Principal Market during the fifteen (15) consecutive
Trading Days immediately preceding the Conversion Date or the closing bid price, whichever is lower, provided, however,
if the Company’s share price at any time loses the bid (ex: 0.0001 on the ask with zero market makers on the bid on level
2), then the Conversion Price may, in the Holder’s sole and absolute discretion, be reduced to a fixed conversion price of
0.00001 (if lower than the conversion price otherwise), and provided, that if on the date of delivery of the Conversion
Shares to the Holder, or any date thereafter while Conversion Shares are held by the Holder, the closing bid price per share of
Common Stock on the Principal Market on the Trading Day on which the Common Shares are traded is less than the sale price per share
of Common Stock on the Principal Market on the Trading Day used to calculate the Conversion Price hereunder, then such Conversion
Price shall be automatically reduced such that the Conversion Price shall be recalculated using the new low closing bid price (“Adjusted
Conversion Price”) and shall replace the Conversion Price above, and Holder shall be issued a number of additional shares
such that the aggregate number of shares Holder receives is based upon the Adjusted Conversion Price, and provided, further,
that the Conversion Price shall be subject to Section 1.2(b) below. For the purpose of clarity, any shares required to be issued
as a result of an Adjusted Conversion Price shall be deemed to be “Conversion Shares” under this Note. If an Event
of Default under Section 3.9 of the Note has occurred, Holder, in its sole discretion, may elect to use a Conversion Price which
shall equal the lower of: (i) the closing sale price of the Common Stock on the Principal Market on the Trading Day immediately
preceding the Closing Date; (ii) 55% of either the lowest sale price or the closing bid price, whichever is lower for the Common
Stock on the Principal Market during any Trading Day in which the Event of Default has not been cured. If such Common Stock is
not traded on the OTCBB, OTCQB, OTC Pink, NASDAQ or NYSE, then such sale price shall be the sale price of such security on the
principal securities exchange or trading market where such security is listed or traded or, if no sale price of such security is
available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are
listed in the “pink sheets” by the National Quotation Bureau, Inc. If such sale price cannot be calculated for such
security on such date in the manner provided above, such price shall be the fair market value as mutually determined by the Borrower
and the Holder. If the Borrower’s Common stock is chilled for deposit at DTC, becomes chilled at any point while this Note
remains outstanding or deposit or other additional fees are payable due to a Yield Sign, Stop Sign or other trading restrictions,
or if the closing sale price at any time falls below $0.1222 (as appropriately and equitably adjusted for stock splits, stock dividends,
stock contributions and similar events), then such 55% figure specified in clause 1.2(a)(ii) above shall be reduced to 40%. In
the event that the shares of the Borrower’s Common Stock are not deliverable via DWAC following the conversion of any amount
hereunder, an additional 5% discount will be attributed to the Conversion Price. Additionally, the Borrower acknowledges that it
will take all reasonable steps necessary or appropriate, including providing a board of directors resolution authorizing the issuance
of common stock to Holder . So long as the requested sale may be made pursuant to Rule 144, the Company agrees to accept an opinion
of counsel to the Holder confirming the rights of the Holder to sell shares of Common Stock issuable or issued to Holder on conversion
of this Note pursuant to Rule 144 as promulgated by the SEC (“Rule 144”), as such Rule 144 may be in effect from time
to time, which opinion will be issued at the Company’s expense and the conversion dollar amount will be reduced by $750.00
to cover the cost of such legal opinion. “Trading Day” shall mean any day on which the Common Stock is tradable for
any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock
is then being traded. Additionally, if the Company ceases to be a reporting company pursuant to the 1934 Act or if the Note cannot
be converted into free trading shares after 181 days from the issuance date, an additional 15% discount will be attributed to the
Conversion Price for any and all Conversions submitted thereafter.


 






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b)           
If at any time the Conversion Price as determined hereunder for any Conversion would be less than the par value of the Common Stock,
then the Conversion Price hereunder shall equal such par value for such Conversion and the Conversion Amount for such Conversion
shall be increased to include Additional Principal, where “Additional Principal” means such additional amount to be
added to the Conversion Amount to the extent necessary to cause the number of Conversion Shares issuable upon such Conversion to
equal the same number of Conversion Shares as would have been issued had the Conversion Price not been subject to the minimum price
set forth in this Section 1.2(b).


 


c)           
Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief,
the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline (as
defined below) the Borrower shall pay to the Holder $1,000.00 per day in cash, for each day beyond the Deadline that the Borrower
fails to deliver such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month
in which it has accrued or, at the option of the Holder, shall be added to the principal amount of this Note, in which event interest
shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common
Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert this Note is a valuable right to
the Holder. The damages resulting from a failure, attempt to frustrate, or interference with such conversion right are difficult
if not impossible to quantify. Accordingly the parties acknowledge that the liquidated damages provision contained in this Section
are justified.


 


1.3.        
Authorized Shares. The Borrower covenants that the Borrower will at all times while this Note is outstanding reserve from
its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance
of Common Stock upon the full conversion or adjustment of this Note. The Borrower is required at all times to have authorized and
reserved seven (7) times the number of shares that is actually issuable upon full conversion or adjustment of this Note (based
on the Conversion Price of the Notes in effect from time to time)(the “Reserved Amount”). Initially, the Company will
instruct the Transfer Agent to reserve fifty eight million eight hundred thirty thousand (58,830,000) shares of common stock in
the name of the Holder for issuance upon conversion hereof. The Borrower represents that upon issuance, such shares will be duly
and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to
its capital structure which would change the number of shares of Common Stock into which this Note shall be convertible at the
then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient
number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of this Note in full. The
Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable
upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and
agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares
of Common Stock in accordance with the terms and conditions of this Note.


 






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If, at any time
the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.


 


1.4.        
Method of Conversion.


 


a)           
Mechanics of Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time
and from time to time after the Issue Date, by submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other
reasonable means of communication dispatched on the Conversion Date prior to 11:59 p.m., New York, New York time).


 


b)           
Book Entry upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance
with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid
principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount
so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower,
so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such
records of the Borrower shall, prima facie, be controlling and determinative in the absence of manifest
error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note
unless the Holder first physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver
upon the order of the Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer
taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note. 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 represented by this Note may be less than the
amount stated on the face hereof.


 


c)           
Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other
than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other
securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such
shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount
of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.


 






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d)          
Delivery of Common Stock upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission
or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided
in this Section 1.4 or upon an event triggering the calculation of an Adjusted Conversion Price, the Borrower shall issue and deliver
or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion
within three (3) business days after such receipt or such an event (the “Deadline”) (and, solely in the case of conversion
of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.


 


e)           
Obligation of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a duly and properly executed Notice of Conversion
or upon an event triggering the calculation of an Adjusted Conversion Price, the Holder shall be deemed to be the holder of record
of the Common Stock issuable upon such conversion or as a result of an Adjusted Conversion Price, the outstanding principal amount
and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion or adjustment, and, unless
the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted
shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided,
on such conversion. If the Holder shall have given a Notice of Conversion as provided herein or upon an event triggering the calculation
of an Adjusted Conversion Price, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be
absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent
with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure
or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment,
limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of
any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.
The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received
by the Borrower before 11:59 p.m., New York, New York time, on such date.


 


f)            
Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock
issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated
Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions contained in
Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit
the Common Stock issuable upon conversion or upon an event triggering the calculation of an Adjusted Conversion Price to the Holder
by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”)
system.


 


g)           
Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other
remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon
conversion or adjustment of this Note is not delivered by the Deadline, the Borrower shall pay to the Holder $1,000.00 per day
in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock to the Holder. Such cash amount
shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder,
shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms
of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note.
The Borrower agrees that the right to convert and/or receive shares in the event of an adjustment is a valuable right to the Holder.
The damages resulting from a failure, attempt to frustrate, or interference with such conversion or adjustment right are difficult
if not impossible to qualify. Accordingly the parties acknowledge that the liquidated damages provision contained in this Section
1.4(g) are justified.


 






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h)           
The Borrower acknowledges that it will take all reasonable steps necessary or appropriate, including accepting an opinion of counsel
to Holder confirming the rights of Holder to sell shares of Common Stock issued to Holder on conversion or adjustment of the Note
pursuant to Rule 144 as promulgated by the SEC (“Rule 144"), as such Rule may be in effect from time to time. So long
as the requested sale may be made pursuant to Rule 144 the Borrower agrees to accept an opinion of counsel to the Holder which
opinion will be issued at the Borrower’s expense.


 


i)             
Charges and Expenses. Issuance of Common Stock to Holder, or any of its assignees, upon the conversion of this Note shall
be made without charge to the Holder for any issuance fee, transfer tax, legal opinion and related charges, postage/mailing charge
or any other expense with respect to the issuance of such Common Stock. Company shall pay all Transfer Agent fees incurred from
the issuance of the Common Stock to Holder, as well as any and all other fees and charges required by the Transfer Agent as a condition
to effectuate such issuance. Any such fees or charges as noted in this Section that are paid by the Holder (whether from the Company’s
delays, outright refusal to pay, or otherwise), will be automatically added to the Principal Amount of the Note and tack back to
the Issue Date herein for purposes of Rule 144.


 


1.5.        
Restricted Securities. The shares of Common Stock issuable upon conversion or adjustment of this Note may not be sold or
transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower
or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope
customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold
or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144
under the Act (or a successor rule) (“Rule 144”) or (iv) such shares are transferred to an “affiliate”
(as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section
1.5 and who is an Accredited Investor (as defined in the Purchase Agreement). Any legend set forth on any stock certificate evidencing
any Conversion Shares shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer
legend if (i) the Borrower or its transfer agent shall have received an opinion of counsel   form,  substance  and  scope  customary  for
opinions of counsel in  comparable transactions, to the effect that a  public sale or  transfer of
such Common Stock may be made without registration under the Act, which opinion shall be reasonably acceptable to the  Company,
or (ii) in the case of the Common Stock issued or issuable upon conversion of this Note, such security is registered for sale by
the Holder under an effective registration statement filed under the Act or otherwise may be sold pursuant to Rule 144 without
any restriction as to the number of securities as of a particular date that can then be immediately sold.


 






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1.6.        
Effect of Certain Events.


 


a)           
Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially
all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which
more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of
the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i)
be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the
Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article
III) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited
liability company, partnership, association, trust or other entity or organization.


 


b)           
Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion
of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar
event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares
of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all
or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower,
then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the
terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion,
such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted
in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such
case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the
provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares
issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities
or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section
1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen
(15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record
date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event
or sale of assets (during which time, for clarification, the Holder shall be entitled to convert this Note) and (b) the resulting
successor or acquiring entity assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall
similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.


 


c)           
Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire
its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any
dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock
of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion
of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such
assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had
such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to
such Distribution. Such assets shall be held in escrow by the Company pending any such conversion.


 






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d)          
Purchase Rights. If, at any time when any Notes are issued and outstanding, the Borrower issues any convertible securities
or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record
holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such
Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares
of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained herein)
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 Common Stock are to be determined for the grant, issue or sale of such Purchase
Rights.


 


e)           
Stock Dividends and Stock Splits. If the Company, at any time while this Note is outstanding: (A) pays a stock dividend
or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any securities
convertible into or exercisable for Common Stock; (B) subdivides outstanding shares of Common Stock into a larger number of shares;
(C) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares; or
(D) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then
the Conversion Price (and each sale or bid price used in determining the Conversion Price) shall be multiplied by a fraction, of
which the numerator shall be the number of shares of Common Stock 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.


 


f)            
Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the
events described in this Section 1.6, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and
prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon
which such adjustment or readjustment is based. The Borrower shall, upon the written request at any time of the Holder, furnish
to such Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect
and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would
be received upon conversion of the Note.


 


1.7.        
Revocation. If any Conversion Shares are not received by the Deadline, the Holder may revoke the applicable Conversion pursuant
to which such Conversion Shares were issuable. This Note shall remain convertible after the Maturity Date hereof until this Note
is repaid or converted in full.


 






    	 	9	 



     


    

 


1.8.        
Prepayment. Notwithstanding anything to the contrary contained in this Note, subject to the terms of this Section, at any
time during the period beginning on the Closing Date and ending on the date which is six (6) months following the Closing Date
(“Prepayment Termination Date”), Borrower shall have the right, exercisable on not less than five (5) Trading Days
prior written notice to the Holder of this Note, to prepay the outstanding balance on this Note (principal and accrued interest),
in full, in accordance with this Section. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall
be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right
to prepay the Note, and (2) the date of prepayment which shall be not more than ten (10) Trading Days from the date of the Optional
Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment
of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to
the Borrower at least one (1) business day prior to the Optional Prepayment Date.  If the Borrower exercises its right to
prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”)
equal to the Prepayment Factor (as defined below), multiplied by the sum of: (w) the then outstanding principal amount of this
Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment
Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z)
any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof.  If the Borrower delivers an Optional Prepayment
Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the
Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section. After the Prepayment
Termination Date, the Borrower shall have no right to prepay this Note. For purposes hereof, the “Prepayment Factor”
shall equal one hundred and twenty-five percent (125%), provided that such Prepayment factor shall equal one hundred and twenty
percent (120%) if the Optional Prepayment Date occurs on or before the date which is ninety (90) days following the Issue Date
hereof.


 


ARTICLE
II. CERTAIN COVENANTS


 


2.1.        
Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not
without the Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether
in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the
form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution
in respect of its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a
majority of the Borrower’s disinterested directors.


 


2.2.        
Restriction on Stock Repurchases. So long as the Borrower shall have any obligation under this Note, the Borrower shall
not without the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property
or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower
or any warrants, rights or options to purchase or acquire any such shares.


 






    	 	10	 



     


    

 


2.3.        
Borrowings; Liens. Notwithstanding section 4(m) of the Purchase Agreement, so long as the Borrower shall have any obligation
under this Note, the Borrower shall not (i) create, incur, assume guarantee, endorse, contingently agree to purchase or otherwise
become liable upon the obligation of any person, firm, partnership, joint venture or corporation, except by the endorsement of
negotiable instruments for deposit or collection, or suffer to exist any liability for borrowed money, except (a) borrowings in
existence or committed on the date hereof and of which the Borrower has informed Holder in writing prior to the date hereof, or
(b) indebtedness to trade creditors or financial institutions incurred in the ordinary course of business, or (ii) enter into,
create or incur any liens, claims or encumbrances of any kind, on or with respect to any of its property or assets now owned or
hereafter acquired or any interest therein or any income or profits therefrom, securing any indebtedness occurring after the date
hereof.


 


2.4.        
Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s
written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business.
Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.


 


2.5.        
Advances and Loans. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the
Holder’s written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation, including,
without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances
in existence or committed on the date hereof which the Borrower has informed Holder in writing prior to the date hereof, or loans,
credits or advances in the ordinary course of Borrower’s business.


 


2.6.        
Charter. So long as the Borrower shall have any obligations under this Note, the Borrower shall not amend its charter documents,
including without limitation its certificate of incorporation and bylaws, in any manner that materially and adversely affects any
rights of the Holder.


 


2.7.        
Transfer Agent. The Borrower shall not change its transfer agent without the prior written consent of the Holder. Any resignation
by the transfer agent without a replacement transfer agent consented to by the Holder prior to such replacement taking effect shall
constitute an Event of Default hereunder.


 


ARTICLE
III. EVENTS OF DEFAULT


 


Any one or more
of the following events which shall occur and/or be continuing shall constitute an event of default (each, an “Event of Default”):


 


3.1.        
Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on
this Note, whether at maturity, upon acceleration or otherwise.


 






    	 	11	 



     


    

 


3.2.        
Conversion and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens
in writing that it will not honor its obligation to do so at any time following the execution hereof or) upon exercise by the Holder
of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer
agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder
upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent
not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated
form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note
as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders
its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on
any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and
when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations
described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not
to honor its obligations shall not be rescinded in writing) for five (5) business days after the Holder shall have delivered a
Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall
be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the
Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer
agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty eight (48)
hours of a demand from the Holder.


 


3.3.        
Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note
and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of seven
(7) days after written notice thereof to the Borrower from the Holder.


 


3.4.        
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement,
statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase
Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of
time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.


 


3.5.        
Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors,
or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business,
or such a receiver or trustee shall otherwise be appointed.


 


3.6.        
Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary
of the Borrower or any of its property or other assets for more than $100,000.00, and shall remain unvacated, unbonded or unstayed
for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.


 


3.7.        
Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary,
for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any
subsidiary of the Borrower.


 






    	 	12	 



     


    

 


3.8.        
Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTCBB,
or OTCQB, or an equivalent replacement exchange, NASDAQ, the NYSE or AMEX.


 


3.9.        
Failure to Comply with the Exchange Act. The Borrower shall fail to comply in any material respect with the reporting requirements
of the Exchange Act governing the filing of Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q; and/or the Borrower
shall cease to be subject to the reporting requirements of the Exchange Act.


 


3.10.       
Liquidation.  Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.


 


3.11.      
Cessation of Operations.  Any cessation of operations by Borrower or Borrower admits it is otherwise generally
unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue
as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.


 


3.12.      
Maintenance of Assets.  The failure by Borrower, during the term of this Note, to maintain any material intellectual
property rights, personal, real property or other assets which are materially necessary to conduct its business (whether now or
in the future).


 


3.13.       
Financial Statement Restatement.  The restatement of any financial statements filed by the Borrower with the SEC
for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the
result of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect
on the rights of the Holder with respect to this Note or the Purchase Agreement.


 


3.14.       
Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice
to the Holder.


 


3.15.      
Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails
to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form
as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares
of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.


 


3.16.      
Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents,
a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after
the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under
this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights
and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement
or hereunder. “Other Agreements” means, collectively, all agreements and instruments between, among or by: (1)
the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory
notes; provided, however, the term “Other Agreements” shall not include the related or companion documents to this
Note. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future
debt of Borrower to the Holder.


 






    	 	13	 



     


    

 


Upon the occurrence and during the continuation
of any Event of Default specified in Section 3.1 (solely with respect to failure to pay the principal hereof or interest thereon
when due at the Maturity Date), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in
full satisfaction of its obligations hereunder, an amount equal to the Default Sum (as defined herein). UPON THE OCCURRENCE AND
DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND
THE BORROWER SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT SUM
(AS DEFINED HEREIN); MULTIPLIED BY (Z) TWO (2). Upon the occurrence and during the continuation of any Event of Default specified
in Sections 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due on this Note upon a Trading
Market Prepayment Event pursuant to Section 1.7 or upon acceleration), 3.3, 3.4, 3.6, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.17, 3.18
and/or 3. 15 exercisable through the delivery of written notice to the Borrower by such Holders (the “Default Notice”),
and upon the occurrence of an Event of Default specified in the remaining sections of Articles III (other than failure to pay the
principal hereof or interest thereon at the Maturity Date specified in Section 3,1 hereof), the Note shall become immediately due
and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the
greater of (i) 150% times the sum of (w) the then outstanding principal amount of this Note plus (x)
accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment
Date”) plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z)
any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof (the then outstanding principal amount of this Note to
the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the
“Default Sum”) or (ii) the “parity value” of the Default Sum to be prepaid, where parity value means (a)
the highest number of shares of Common Stock issuable upon conversion of or otherwise pursuant to such Default Sum in accordance
with Article I, treating the Trading Day immediately preceding the Mandatory Prepayment Date as the “Conversion Date”
for purposes of determining the lowest applicable Conversion Price, unless the Default Event arises as a result of a breach in
respect of a specific Conversion Date in which case such Conversion Date shall be the Conversion Date), multiplied by (b)
the highest Closing Price for the Common Stock during the period beginning on the date of first occurrence of the Event of Default
and ending one day prior to the Mandatory Prepayment Date (the “Default Amount”) and all other amounts payable hereunder
shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived,
together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled
to exercise all other rights and remedies available at law or in equity.


 


If the Borrower fails to pay the Default
Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have the right
at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient authorized shares),
to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common
Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect. The Holder may still convert
any amounts due hereunder, including without limitation the Default Sum, until such time as this Note has been repaid in full.


 


3.17.
     Inside Information. The Borrower or its officers, directors, and/or affiliates attempt to transmit, convey, disclose, or
any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public
information concerning the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s
filing of a Form 8-K pursuant to Regulation FD on that same date.


 


3.18.       Bid Price.
The Borrower shall lose the “bid” price for its Common Stock ($0.0001 on the “Ask” with zero market
makers on the “Bid” per Level 2) and/or a market (including the OTC Pink, OTCQB or an equivalent replacement exchange).


 






    	 	14	 



     


    

 


ARTICLE
IV. MISCELLANEOUS


 


4.1.        
Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative
to, and not exclusive of, any rights or remedies otherwise available.


 


4.2.        
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall
be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or
certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or
(iv) transmitted by hand delivery, telegram, email or facsimile, addressed as set forth below or to such other address as such
party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given
hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile or email, with accurate confirmation generated
by the transmitting facsimile machine or computer, at the address, email or number designated in the Purchase Agreement (if delivered
on a business day during normal business hours where such notice is to be received), or the first business day following such delivery
(if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second
business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur.


 


4.3.        
Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and
the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument
(and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then
as so amended or supplemented.


 


4.4.        
Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit
of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined
in Rule 501(a) of the 1933 Act). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral
in connection with a bona fide margin account or other lending arrangement.


 


4.5.        
Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection,
including reasonable attorneys’ fees.


 






    	 	15	 



     


    

 


4.6.        
Governing Law. This Note shall be governed by and construed in accordance with the
laws of the State of New York without regard to conflicts of laws principles that would result in the application of the substantive
laws of another jurisdiction.  Any action brought by either party against the other concerning the transactions
contemplated by this Agreement must be brought only in the civil or state courts of New York or in the federal courts located in
the State and county of New York.  Both parties and the individual signing this Agreement on behalf of the Borrower agree
to submit to the jurisdiction of such courts.  The prevailing party shall be entitled to recover from the other party
its reasonable attorney’s fees and costs.  In the event that any provision of this Note is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid
or unenforceable under any law shall not affect the validity or unenforceability of any other provision of this Note. Nothing contained
herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Borrower in
any other jurisdiction to collect on the Borrower’s obligations to Holder, to realize on any collateral or any other security
for such obligations, or to enforce a judgment or other decision in favor of the Holder.  This Note shall be deemed
an unconditional obligation of Borrower for the payment of money and, without limitation to any other remedies of Holder, may be
enforced against Borrower by summary proceeding pursuant to New York Civil Procedure Law and Rules Section 3213 or any similar
rule or statute in the jurisdiction where enforcement is sought.  For purposes of such rule or statute, any other document
or agreement to which Holder and Borrower are parties or which Borrower delivered to Holder, which may be convenient or necessary
to determine Holder’s rights hereunder or Borrower’s obligations to Holder are deemed a part of this Note, whether
or not such other document or agreement was delivered together herewith or was executed apart from this Note.


 


4.7.        
Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal
amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such
interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note
may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and
is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale
of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant
to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to
the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of
Common Stock.


 


4.8.        
Disclosure. Upon receipt or delivery by the Company of any notice in accordance with
the terms of this Note, unless the Company has in good faith determined that the matters relating to such notice do not constitute
material, non-public information relating to the Company or any of its Subsidiaries, the Company shall within one (1) Trading Day
after any such receipt or delivery, publicly disclose such material, non-public information on a Current Report on Form 8-K or
otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Company
or any of its Subsidiaries, the Company so shall indicate to such Holder contemporaneously with delivery of such notice, and in
the absence of any such indication, the Holder shall be allowed to presume that all matters relating to such notice do not constitute
material, non-public information relating to the Company or its Subsidiaries.


 






    	 	16	 



     


    

 


4.9.        
Notice of Corporate Events. Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder
of Common Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder
with prior notification of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information
sent to shareholders). In the event of any taking by the Borrower of a record of its shareholders for the purpose of determining
shareholders who are entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or
otherwise acquire (including by way of merger, consolidation, reclassification or recapitalization) any share of any class or any
other securities or property, or to receive any other right, or for the purpose of determining shareholders who are entitled to
vote in connection with any proposed sale, lease or conveyance of all or substantially all of the assets of the Borrower or any
proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least twenty
(20) days prior to the record date specified therein (or thirty (30) days prior to the consummation of the transaction or event,
whichever is earlier), of the date on which any such record is to be taken for the purpose of such dividend, distribution, right
or other event, and a brief statement regarding the amount and character of such dividend, distribution, right or other event to
the extent known at such time. The Borrower shall make a public announcement of any event requiring notification to the Holder
hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this Section 4.9.


 


4.10.      
Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the
Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that
the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened
breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies
at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing
or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing
economic loss and without any bond or other security being required.


 


4.11.    
  Usury. This Note shall be subject to the anti-usury limitations contained in the Purchase Agreement.


 


(Remainder of Page intentionally left
blank)


 






    	 	17	 



     


    



IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer as of the Issue Date
first set forth above.


  


PROGREEN US, INC.


 


	By:	/s/
Jan Telander	 
	 	Name: Jan Telander	 
	 	Title: President & CEO 	 


  



    	 	18	 



     


    

 


EXHIBIT A


 





NOTICE OF CONVERSION


 


The undersigned hereby elects to convert
principal under the 10% Convertible Note of PROGREEN US, INC., a Delaware corporation (the Company”), into shares
of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written
below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay
all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested
by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes,
if any.


 


By the delivery of
this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not
exceed the amounts specified under Section 1.1 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 pursuant to any prospectus. Conversion calculations:


  


Issue Date of Note:
                                                                                           


Date to Effect Conversion:
                                                                               


 


Conversion Price:
                                                                                             


 


Principal Amount
of Note to be Converted:                                                    


Less applicable
fees under the Note:                                                               


Amount of Note to
be Converted:                                                                  


 


Interest Accrued
on Account


of Conversion
at Issue:                                                                                     


  


Additional
Principal on Accountof Conversion


Pursuant to Section
1.2(b) of the Note:                                                            


  


Number of shares
of Common Stock to be issued:                                          


                                                                                                                           


Remaining Balance
of Note*:                                                                           


Signature:                                                                                                           


 


Name:                                                                                                                  


 


Address for Delivery
of Common Stock Certificates:                                     


                                                                                                                            


                                                                                                                            


 


Or


  


DWAC Instructions:


 Broker No:
                             


Account No:                              


 


*Sum provided does not include accrued
interest and/or additional fees