Exhibit 4.1


 


THIS SECURITY AND THE SECURITIES
ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
ANY STATE. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT HERETO OR THERETO UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO INNOVATION ECONOMY CORPORATION D.B.A. IECROWD THAT SUCH REGISTRATION IS NOT REQUIRED.


 


INNOVATION ECONOMY CORPORATION D.B.A.
IECROWD


 


UNSECURED CONVERTIBLE PROMISSORY NOTE


 





	Principle Amount $                              	 Issue Date ___________________




 


Innovation Economy
Corporation d.b.a. ieCrowd, a Delaware corporation (the “Company”), for value received, promises to pay to the
order of __________________________________ or its permitted assigns (the “Holder”), the principal sum of ______________
Dollars ($________) plus simple interest at the rate of eight percent (8%) per annum, or such lesser rate of interest as may be
required by applicable laws regulating the legal rate of interest, on the Maturity Date (defined below), to the extent the principal
and interest have not previously been converted into common stock of the Company pursuant to Section 5 hereof.


 


This Note (the “Note”)
is one of a series of identical eight percent (8%) unsecured, convertible promissory notes (the “Promissory Notes”)
issued or to be issued as part of an Offering being conducted by the Company in the aggregate principal amount of Five Million
Dollars ($5,000,000). The Promissory Notes rank equally and ratably without priority over one another.


 


1.          Maturity.
This Note shall mature automatically and the entire outstanding principal amount, together with all interest accrued under this
Note, shall be converted into shares of common stock of the Company at the Conversion Price (as defined below), on the date that
is two (2) years from the Issuance Date set forth above (the “Maturity Date”), unless this Note, prior to such
date, has been converted into shares of common stock of the Company pursuant to Section 5 hereof.


 


2.          Payment
of Principal and Interest. Interest on the Promissory Notes shall accrue, beginning from the date of issuance, at an interest
rate of 8% per annum (the “Interest Rate”) and shall accrue until the Promissory Notes are converted or the Maturity
Date. All payments are to be made at the address of Holder set forth under Section 17(i)of this Note or at such other place as
Holder designates to the Company in writing. Interest under this Note shall be computed on the basis of a 365-day year. From and
after the occurrence and during the continuance of any Event of Default, the Interest Rate shall automatically be increased to
ten percent (10%) (the "Default Rate"). In the event that such Event of Default is subsequently cured, the increase
referred to in the preceding sentence shall cease to be effective as of the date of such cure, provided that the interest as calculated
and unpaid at such increased rate during the continuance of such Event of Default shall continue to apply to the extent relating
to the days after the occurrence of such Event of Default through and including the date of such cure of such Event of Default.


 


3.          Prepayment.
Subject to conversion of this Note pursuant to Section 5, this Note may be prepaid in whole or in part at any time by the Company
prior to the Maturity Date, without penalty. Any prepayment shall be first applied against any accrued and unpaid interest and
then to reduce the amount of principal due under this Note. In the event of a prepayment the Holder will have the right to convert
the unpaid principal and accrued interest owing under this Note, in whole or in part, into fully-paid and non-assessable restricted
shares of common stock of the Company at the Conversion Price (defined below), pursuant to Section 5.


 


4.          Waiver
of Presentment. The Company hereby expressly waives demand and presentment for payment, notice of nonpayment, protest,
notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, bringing of suit and diligence in taking
any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing
and to be owing hereunder, regardless of and without any notice, diligence, act or omission as or with respect to the collection
of any amount called for hereunder.


 






    	 



    	 



    

 


5.          Conversion
of Note. This Note may be converted into restricted shares of common stock of the Company (the “Conversion Shares”)
as set forth below.


 


(a)          Conversion
by the Holder. At any time prior to the Maturity Date, the Holder shall have the right to convert the unpaid principal and
accrued interest owing under this Note, in whole or in part, into fully-paid and non-assessable restricted shares of common stock
of the Company at the Conversion Price (defined below). The number of such shares of common stock that Holder shall be entitled
to receive, and shall receive, upon such conversion shall be determined by dividing the amount of unpaid principal and accrued
interest under this Note so being converted by the Conversion Price, with interest computed as of the Voluntary Conversion Date
(defined below). The Holder’s election to convert this Note, in whole or in part, shall be irrevocable.


 


The Holder shall
exercise its right of conversion by forwarding the original Note, together with a Notice of Conversion, in the form attached hereto
as Exhibit A, signed by the Holder, to the Company to notify the Company that the Holder is exercising its right to convert all
or part of the unpaid principal and accrued interest due under this Note into restricted shares of common stock of the Company.
The effective date of the conversion pursuant to this Section 5(a) shall be the date the Company receives the Notice of Conversion
or the original Note (or if the original Note has been lost or destroyed, an affidavit of Holder certifying to such loss or destruction),
whichever is later (such later date, being referred to herein as the “Voluntary Conversion Date”). Within five
(5) business days of the Voluntary Conversion Date (such 5th date being referred to as the “Deadline”),
the Company shall issue and deliver, or cause to be issued and delivered to the Holder, a certificate or certificates for the number
of shares due to the Holder.


 


(b)          Conversion
by the Company. If the Company conducts a Forced Conversion Event (defined below) prior to the Maturity Date, then the Company
may elect to convert the unpaid principal and accrued interest owing under this Note, in whole or in part, into fully-paid and
non-assessable restricted shares of common stock of the Company at the Discount Conversion Price (defined below). The number of
such shares of common stock that Holder shall be entitled to receive, and shall receive, upon such conversion shall be determined
by dividing the amount of unpaid principal and accrued interest under this Note so being converted by the Discount Conversion Price,
with interest computed as of the Forced Conversion Date (defined below). The Company’s election to convert this Note, in
whole or in part, shall be irrevocable.


 


The Company shall
exercise its right of conversion by forwarding: (i) a Notice of Conversion, in the form attached hereto as Exhibit B, signed by
the Chief Executive Officer of the Company, to the Holder, notifying the Holder that the Company is exercising its right to convert
this Note into restricted shares of Common Stock of the Company and the effective date of conversion (“the Forced Conversion
Date”), and (ii) the certificate for the number of shares due to the Holder. The Holder agrees to use its best efforts
to return the original Note (or if the original Note has been lost or destroyed, to provide an affidavit certifying to such loss
or destruction) to the Company within thirty (30) calendar days following receipt of the Notice of Conversion subject to Section
5(h), following the Forced Conversion Date, all Promissory Notes that were converted pursuant to this Section 5(b) shall be deemed
void and of no further force or effect. 


 


For purposes of
this Note, a Forced Conversion Event means either: (a) a registered initial public offering of the Company’s stock
(“IPO”) or (b) a transaction resulting in gross proceeds of more than $7,500,000 to the Company (“Qualifying
Transaction”). Notwithstanding anything contained herein to the contrary, if the Company completes an IPO and exercises
its right to convert the Note pursuant to this Section 5(b), the Note shall convert into the same security issued pursuant to the
IPO.


 


(c)          Conversion
Price. Subject to adjustment as provided below, the “Conversion Price” shall equal $0.34 per share.


 


(d)          Discount
Conversion Price. Subject to adjustment as provided below, the “Discount Conversion Price” shall equal a
20% discount to the price of the securities issued in such transaction.


 


(e)          Partial
Conversion. If either the Holder or Company elect to convert only a portion of the unpaid principal and accrued interest owing
under this Note, the Company shall issue and deliver, or cause to be issued and delivered to the Holder, a new note of like tenor
for the remaining unpaid principal and accrued interest of this Note. The Holder and the Company shall maintain records showing
the principal and interest so converted and the dates of such conversions.


 



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(f)          Stock
Certificates. Upon conversion into common stock, the Company shall issue and deliver to Holder, or to Holder’s nominee
or nominees, a certificate or certificates representing the number of restricted shares of common stock to which Holder shall be
entitled as a result of conversion as provided herein. The certificate shall bear the following legend:


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO
SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS UNLESS, IN THE OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY, AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND STATE SECURITIES LAWS IS
AVAILABLE.”


 


(g)         Adjustments
on Conversion Amount. Until the earlier of: (i) the end of the twelfth (12th) month following the Issue Date or (ii) the completion
of an IPO of the Company’s common stock, the number of shares of Common Stock to be issued upon each conversion of the Holder’s
Note shall be subject to adjustments as follows:


 


(i)          Adjustment
for Stock Splits and Combinations. If the Company, at any time while this Note is outstanding: (A) pays a stock dividend or
otherwise makes a distribution or distributions in shares of its common stock or any other equity or equity equivalent securities
payable in shares of common stock, (B) subdivides outstanding shares of common stock into a larger number of shares, (C) combines
(including by way of reverse stock split) outstanding shares of common stock into a smaller number of shares, or (D) issues by
reclassification of shares of the common stock any shares of capital stock of the Company, then the Conversion Price or Discount
Conversion Price, whichever the case may be, shall be multiplied by a fraction of which the numerator shall be the number of shares
of common stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number
of shares of common stock outstanding after such event. Any adjustment made pursuant to this section shall become effective immediately
after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision, combination or re classification.


 






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(ii)           Adjustment
Upon Issuance of Shares of Common Stock. If and whenever on or after the Issue Date, the Company issues or sells, or in accordance
with this Section 5 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common
Stock owned or held by or for the account of the Company, but excluding any Excluded Securities issued or sold or deemed to have
been issued or sold) for a consideration per share (the “Dilutive Issuance Price”) that is less than
a price equal to the Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (the “Applicable
Exercise Price”) (the foregoing, a “Dilutive Issuance”), then immediately following such Dilutive
Issuance, the Applicable Exercise Price then in effect shall be reduced to the Adjusted Price (as hereinafter defined). For purposes
of this Note, the term "Adjusted Price" means the price determined by multiplying the Exercise Price in effect
immediately prior to the Dilutive Issuance by a fraction, (A) the numerator of which is an amount equal to the sum of (x) the number
of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate
consideration, calculated as set forth in Section 5(g)(vi) hereof, received by the Company upon such Dilutive Issuance divided
by the Exercise Price in effect immediately prior to the Dilutive Issuance, and (B) the denominator of which is the Common Stock
Deemed Outstanding (as defined below) immediately after the Dilutive Issuance; provided that only one adjustment will be made for
each Dilutive Issuance.  The term “Common Stock Deemed Outstanding” shall mean the number of
shares of Common Stock actually outstanding (not including shares of Common Stock held in the treasury of the Company), plus (i)
pursuant to this Section 5(g), the maximum total number of shares of Common Stock issuable upon the exercise of Options, as of
the date of such issuance or grant of such Options, if any, and (ii) pursuant to this Section 5(g), the maximum total number of
shares of Common Stock issuable upon conversion or exchange of securities or rights directly or indirectly convertible into or
exercisable or exchangeable, or rights that entitle the holders of common stock to purchase, common stock (hereinafter referred
to as “Common Stock Equivalents”), as of the date of issuance of such Common Stock Equivalents, if any.  No
adjustment to the Conversion Price shall have the effect of increasing the Conversion Price above the Conversion Price in effect
immediately prior to such adjustment. For all purposes of the foregoing (including, without limitation, determining the reduced
Conversion Price and consideration per share under this Section 5(g)), the following shall be applicable:          


 


(1)          Issuance
of Options. If the Company in any manner grants any Options and the lowest price per share for which one share of Common Stock
is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable
upon exercise of any such Option is less than the Applicable Conversion Price, then such share of Common Stock shall be deemed
to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price
per share. For purposes of this Section 5(g)(ii)(1), the “lowest price per share for which one share of Common Stock is issuable
upon exercise of such Options or upon conversion, exercise or exchange of such Common Stock Equivalents issuable upon exercise
of any such Option” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the
Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and
upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option less any consideration
paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise
of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further
adjustment of the Conversion Price or number of Conversion Shares shall be made upon the actual issuance of such shares of Common
Stock or of such Common Stock Equivalents upon the exercise of such Options or upon the actual issuance of such shares of Common
Stock upon conversion, exercise or exchange of such Common Stock Equivalents.


 


(2)          Issuance
of Common Stock Equivalents. If the Company in any manner issues or sells any Common Stock Equivalents and the lowest price per
share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof is less than the Applicable
Conversion Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company
at the time of the issuance or sale of such Common Stock Equivalents for such price per share. For the purposes of this Section
5(g)(ii)(2), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or
exchange thereof” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the
Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise
or exchange of such Convertible Security less any consideration paid or payable by the Company with respect to such one share of
Common Stock upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible
Security. No further adjustment of the Conversion Price or number of Conversion Shares shall be made upon the actual issuance of
such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents, and if any such issue or sale
of such Common Stock Equivalents is made upon exercise of any Options for which adjustment of this Warrant has been or is to be
made pursuant to other provisions of this Section 5(g), no further adjustment of the Conversion Price or number of Conversion Shares
shall be made by reason of such issue or sale.


 


(3)          Change
in Option Price or Rate of Conversion. If the purchase price provided for in any Options, the additional consideration, if any,
payable upon the issue, conversion, exercise or exchange of any Common Stock Equivalents, or the rate at which any Common Stock
Equivalents are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time,
the Conversion Price and the number of Conversion Shares in effect at the time of such increase or decrease shall be adjusted to
the Conversion Price and the number of Conversion Shares which would have been in effect at such time had such Options or Common
Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion
rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 5(g)(ii)(3), if the terms
of any Option or Convertible Security that was outstanding as of the date of issuance of this Note are increased or decreased in
the manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock
deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase
or decrease. No adjustment pursuant to this Section 5(g) shall be made if such adjustment would result in an increase of the Conversion
Price then in effect or a decrease in the number of Conversion Shares.


 






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(4)           Calculation
of Consideration Received. In case any Option is issued in connection with the issue or sale of other securities of the Company,
together comprising one integrated transaction, (x) the Options will be deemed to have been issued at the Options’ exercise
price ( the “Option Value”) of such Options and (y) the other securities issued or sold in such integrated transaction
shall be deemed to have been issued for the difference of (I) the aggregate consideration received by the Company less any consideration
paid or payable by the Company pursuant to the terms of such other securities of the Company, less (II) the Option Value. If any
shares of Common Stock, Options or Common Stock Equivalents are issued or sold or deemed to have been issued or sold for cash,
the consideration received therefor will be deemed to be the net amount received by the Company therefor. If any shares of Common
Stock, Options or Common Stock Equivalents are issued or sold for a consideration other than cash, the amount of such consideration
received by the Company will be the fair value of such consideration, except where such consideration consists of securities, in
which case the amount of consideration received by the Company will be the Closing Sale Price of such security on the date of receipt.
If any shares of Common Stock, Options or Common Stock Equivalents are issued to the owners of the non-surviving entity in connection
with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair
value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock,
Options or Common Stock Equivalents, as the case may be. The fair value of any consideration other than cash or securities will
be determined jointly by the Company and a majority of the outstanding Notes (the “Required Holders”). If such
parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation
Event”), the fair value of such consideration will be determined within five (5) Trading Days (as defined below) after
the tenth (10th) day following the Valuation Event by an independent, reputable appraiser jointly selected by the Company
and the Required Holders. The determination of such appraiser shall be final and binding upon all parties absent manifest error
and the fees and expenses of such appraiser shall be borne by the Company. For purposes of this Note, “Trading Day”
means, as applicable, (x) with respect to all price determinations relating to the common stock, any day on which the common stock
is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the common stock, then on
the principal securities exchange or securities market on which the common stock is then traded, provided that “Trading Day”
shall not include any day on which the common stock is scheduled to trade on such exchange or market for less than 4.5 hours or
any day that the common stock is suspended from trading during the final hour of trading on such exchange or market (or if such
exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending
at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or (y) with respect
to all determinations other than price determinations relating to the common stock, any day on which The New York Stock Exchange
(or any successor thereto) is open for trading of securities.


 


(5)          Record
Date. If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling them (A) to receive
a dividend or other distribution payable in shares of Common Stock, Options or in Common Stock Equivalents or (B) to subscribe
for or purchase shares of Common Stock, Options or Common Stock Equivalents, then such record date will be deemed to be the date
of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or
the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.


 






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(6)           Exceptions
to Adjustment of Conversion Price.  No adjustment to the Conversion Price will be made (i) upon the issuance of
shares of Common Stock or options or warrants to purchase Common Stock to directors, officers or employees of the Company in their
capacity as such pursuant to any stock or option plan duly adopted by the Board of Directors of the Company (an "Approved
Stock Plan"), provided that the exercise price of any such options is not lowered, none of such options are amended to increase
the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed
in any manner that adversely affects the Note Holder or any of the holders of the other Promissory Notes (the "Other Holders");
(ii) shares of Common Stock issued upon the conversion or exercise of Common Stock Equivalents (other than standard options to
purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Issue
Date, provided that the conversion or exercise (as the case may be) of any such Convertible Security is made solely pursuant to
the conversion or exercise (as the case may be) provisions of such Convertible Security that were in effect on the date immediately
prior to the Issue Date, the conversion or exercise price of any such Common Stock Equivalents (other than standard options to
purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such
Common Stock Equivalents are (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that
are covered by clause (i) above) (nor is any provision of any such Common Stock Equivalents) amended or waived in any manner (whether
by the Company or the holder thereof) to increase the number of shares issuable thereunder and none of the terms or conditions
of any such Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock
Plan that are covered by clause (i) above) are otherwise materially changed or waived (whether by the Company or the holder thereof)
in any manner that adversely affects the Note Holder or any of the Other Holders; (iii) upon the issuance of the Promissory Notes;
(iv) upon the issuance of any Shares underlying any of the Promissory Notes at the Discount Conversion Price pursuant to a Forced
Conversion Event; (v) upon the issuance of any warrants or the shares of common stock underlying such warrants issued to the Placement
Agent; (x) upon the issuance of shares of Common Stock in connection with mergers, acquisitions, strategic licensing arrangements,
strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm’s-length
basis, the purpose of which is not to raise additional capital; (xi) upon the issuance of shares of common stock in a public offering
of the Company’s common stock; (xii) upon the issuance of any shares of common stock pursuant to a contractual agreement
validly in effect and enforceable against the Company with an effective date prior to July 14, 2014; and (xiii) any Notes that
remain outstanding due to section 5(h) will not be eligible for adjustment subsequent to a Forced Conversion Event. Notwithstanding
the foregoing, and except for shares issued pursuant to clause (xi) above, any Common Stock issued or issuable to raise capital
for the Company or its Subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (x) above,
including, without limitation, securities issued in one or more related transactions or that result in similar economic consequences,
shall not constitute Excluded Securities.


 


(iii)          Notice
of Adjustment. Promptly after adjustment of the Conversion Price or any increase or decrease in the number of shares purchasable
upon the conversion of the Note, the Company shall give written notice in accordance with Section 17(i). The notice shall
be signed by an authorized officer of the Company and shall state the effective date of the adjustment and the Conversion Price
resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon any
conversion of the Note, setting forth in reasonable detail the method of calculation and the facts upon which such calculation
is based.


 


(iv)          Other
Notices. In the event that the Company shall propose at any time: (a) to declare any dividend or distribution upon any
class or series of capital stock, whether in cash, property, stock or other securities (including, without limitation, pursuant
to a split or subdivision of the outstanding shares of capital stock); (b) to effect any reclassification or recapitalization
of its capital stock outstanding involving a change in the capital stock; or (c) to merge or consolidate with or into any
other corporation, or to sell, lease or convey all or substantially all of its property or business, or to liquidate, dissolve
or wind up; then, in connection with each such event, the Company shall mail to the Note Holder notice of such transaction:           


 


(1)          at
least five (5) business days’ prior written notice in accordance with Section 17(i) of the date on which a record
shall be taken for such dividend or distribution (and specifying the date on which the holder of the affected class or series of
capital stock shall be entitled thereto) or for determining the rights to vote, if any, in respect of the matters referred to in
(iv)(b) and (iv)(c) above; and


 






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(2)          in
the case of the matters referred to in (iv)(b) and (iv)(c) above, written notice of such impending transaction not later than ten
(10) business days’ prior to any shareholders’ meeting called to approve such transaction, or ten (10) business days’
prior to the closing of such transaction, whichever is earlier, and shall also notify the Note Holder in writing in accordance
with Section 17(i) of the final approval of such transaction by the stockholders of the Company (if such approval is required).
The first of such notices shall describe the terms and conditions of the impending transaction that are material to a holder of
Common Stock (as determined by the Board of Directors of the Company (the “Board”) in good faith) and specify
the date on which a holder of Common Stock shall be entitled to exchange his, her or its Common Stock for securities or other property
deliverable upon the occurrence of such event) and the Company shall thereafter give such holder prompt notice of any changes in
such terms or conditions that are material to a holder of Common Stock (as determined by the Board in good faith). The Company
acknowledges that any record date must be set at a date that would permit the Note Holder effectively to exercise its rights hereunder.


 


(h)          Conversion
Limit. Notwithstanding anything to the contrary set forth in this Note, at no time may a Holder of this Note convert
this Note into Common Stock if the number of shares of Common Stock to be issued pursuant to such conversion would result in such
Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of such Holder,
or any other persons whose beneficial ownership of Common Stock would be aggregated with such Holder’s for purposes of Section
13(d) and Section 16 of the 1934 Act, beneficially owning (as determined in accordance with Section 13(d) of the 1934 Act and the rules thereunder) in excess of 9.99% of the Company’s then issued and outstanding shares of Common Stock.


 


(i)          Effect
of Conversion. Upon conversion of this Note in full in the manner provided by this Section 5, this Note shall be deemed
fully satisfied and cancelled.


 


(j)          Authorized
Shares. The Company covenants that while the Promissory Notes are outstanding, the Company will reserve from its authorized
and unissued common stock, free from preemptive rights, to provide for the issuance of 100% of the number of shares of common stock
upon the full conversion of the Promissory Notes (the “Reserved Amount”). If the Company shall issue any securities
or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall
be convertible at the then current Conversion Price, the Company 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 the outstanding Notes. The Company (i) acknowledges that it has irrevocably authorized by its Board of Directors to issue certificates
for the common stock issuable upon conversion of the Holder’s Note, and (ii) agrees that its issuance of the Holder’s
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 the Holder’s
Note.


 


(k)          Company’s
Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, to issue to the Holder by the Deadline,
a certificate for the number of shares of common stock to which the Holder is entitled and register such shares of common stock
on the Company’s share register or to credit the Holder’s or its designee’s balance account with DTC for such
number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount (as
the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to the Holder,
(1) the Company shall pay in cash to the Holder on each Trading Day after such third (3rd) Trading Day that the issuance
of such shares of Common Stock is not timely effected an amount equal to 1% of the product of (A) the sum of the number of shares
of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled multiplied by (B) the Closing Sale
Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such
shares of Common Stock to the Holder without violating Section 5(h) and (2) the Holder, upon written notice to the Company, may
void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has
not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s
obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 5(k) or otherwise.
For purposes of this Note, "Closing Sale Price” means, for any security as of any date, the last closing bid
price and last trade price, respectively, for such security on the principal securities exchange or trading market where such security
is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price,
respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by
Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average
of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the “pink sheets”
by OTC Markets Group, Inc. (formerly Pink Sheets LLC). If the Closing Sale Price cannot be calculated for a security on a particular
date on any of the foregoing bases, then the Closing Sale Price, as the case may be, of such security on such date shall be the
fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon
the fair market value of such security, then such dispute shall be resolved pursuant to Section 13. All such determinations to
be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable
calculation period.


 






    	7



    	 



    

 


(l)          Disputes.
In the event of a dispute as to the number of shares of Common Stock issuable to the Holder in connection with a conversion of
this Note, the Company shall issue to the Holder the number of shares of Common Stock not in dispute and resolve such dispute in
accordance with Section 13.


 


6.          No Rights
as Stockholder. This Note does not entitle Holder to voting rights or any other right as a shareholder of the Company prior
to the conversion hereof.


 


7.          Event
of Default. An “Event of Default” shall exist if any of the following conditions or events shall occur and
be continuing:


 


a.           Notice, written or oral, to any holder of the Notes, including by way of public announcement or through any of its agents, at any
time, of its intention not to comply with a request for conversion of any Promissory Notes into shares of Common Stock that is
tendered in accordance with the provisions of the Promissory Notes;





 


b.           At any time following the tenth (10th) consecutive Trading Day that the Reserved Amount is less than the number of
shares of Common Stock that the Holder would be entitled to receive upon a conversion of the full Conversion Amount of this Note
(without regard to any limitations on conversion set forth in Section 5(h) or otherwise); 


 


c.           The Company defaults in the performance of or compliance with its obligations under this Note or the Subscription Agreement and
such default has not been cured for thirty (30) days after written notice of default is given to the Company; 


 


d.           Any representation or warranty made by or on behalf of the Company or the Holder in this Note, or the Subscription Agreement proves
to have been false or incorrect in any material respect on the date as of which made, and such condition has not been cured for
sixty (60) Business Days after written notice of default is given to the other party;


 


e.           The Company (i) admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise
to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation
or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii)
makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other
officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as
insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; 


 


f.            A court or governmental authority of competent jurisdiction enters an order appointing, without consent by the Company, a custodian,
receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property,
or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or
for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up
or liquidation of the Company, or any such petition shall be filed against such party and such petition shall not be dismissed
within six (6) months; or,


 






    	8



    	 



    

 


g.          A final judgment or judgments for the payment of money in excess of (U.S.) $600,000 are rendered against the Company, which
judgments are not, within six (6) months after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged
within six (6) months after the expiration of such stay.


 


8.          Remedies
Following An Event Of Default. Upon occurrence of an Event of Default defined in subsection (a) to (g) of Section 7, this
Note and all accrued Interest to the date of such default shall, at the option of the Holder, and following any applicable cure
period shall immediately become due and payable without presentment, protest or notice of any kind, all of which are waived by
the Company.


 


9.          Vote To Issue, Or Change
The Terms Of, Notes. The written consent of a majority of the Holders shall be required for any change or amendment to
any of the Notes, unless the change shall only effect the Holder and the Company shall have offered such change to all holders
of Notes, in which case only the consent of the Holder is required.


 


10.        Transfer.
This Note and any shares of Common Stock issued upon conversion of this Note may not be offered, sold, assigned or transferred
by the Holder without the consent of the Company.


 


11.         Noncircumvention.
The Company hereby covenants and agrees that the Company will not, by amendment of its certificate of incorporation, bylaws or
through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities,
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will
at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights
of the Holder of this Note


 


12.        Payment
Of Collection, Enforcement And Other Costs. If (a) this Note is placed in the hands of an attorney for collection or enforcement
or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this
Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Company
or other proceedings affecting Company creditors’ rights and involving a claim under this Note, then the Company shall pay
the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization,
receivership or other proceeding, including, but not limited to, attorneys’ fees and disbursements.


 


13.        Dispute
Resolution.  In the case of a dispute as to the arithmetic calculation of the Conversion Price or number of Conversion
Shares to be issued (the “Conversion Amount”), the Company shall submit the disputed determinations or arithmetic
calculations via facsimile within one (1) Business Day of receipt, or deemed receipt, of the Conversion Notice or other event giving
rise to such dispute, as the case may be, to the Holder.  If the Holder and the Company are unable to agree upon such
determination or calculation within one (1) Business Day of such disputed determination or arithmetic calculation being submitted
to the Holder, then the Company shall, within one Business Day submit via facsimile the disputed arithmetic calculation of the
Conversion Price or Conversion Amount to the Company’s independent, outside accountant.  The Company shall cause
the accountant to perform the determinations or calculations and notify the Company and the Holder of the results no later than
five (5) Business Days from the time it receives the disputed determinations or calculations. Such accountant’s determination
or calculation shall be binding upon all parties absent demonstrable error.  The party whose calculation is furthest
from the accountant’s determination or calculation, shall be obligated to pay the fees and expenses of such accountant.


 


14.        Loss,
Theft or Destruction of Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss,
theft or destruction of this Note and of indemnity or security reasonably satisfactory to the Company, the Company shall make and
deliver a new Note that shall carry the same rights to interest (unpaid and to accrue) carried by this Note, stating that such
Note is issued in replacement of this Note, dated as of the original date of issuance of this Note (and any successor hereto),
in lieu of this Note.


 


15.        Cancellation.  After
this Note has been converted or all Principal and other amounts at any time owed on this Note have been paid in full this Note
shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.


 






    	9



    	 



    

 


16.          Severability.
Every provision of this Note is intended to be severable. If any term or provision hereof is declared by a court of competent jurisdiction
to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the balance of the terms and
provisions hereof, which terms and provisions shall remain binding and enforceable.


 


17.          Miscellaneous.


 


(a)          No Fractional
Units or Scrip. No fractional shares or scrip representing fractional units shall be issued upon the conversion of this Note.
In lieu of any fractional shares to which Holder otherwise would be entitled, the Company shall round up to the nearest whole share.


 


(b)          Governing
Law and Jurisdiction. The terms and provisions hereof shall be construed in accordance with and governed by the laws of the
State of Delaware. Any dispute which may arise between the parties arising out of or in connection with this Note shall be adjudicated
before a court of competent jurisdiction in the State of California located in Riverside, California and they hereby submit to
the exclusive jurisdiction of the courts of the State of California located in Riverside, California with respect to any action
or legal proceeding commenced by any party and irrevocably waive any objection they now or hereafter may have respecting the venue
of any such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum.


 


(c)          Compliance
With Usury Laws. The Company and Holder intend to comply with all applicable usury laws. In fulfilling this intention, all
agreements between the Company and Holder are expressly limited so that the amount of interest paid or agreed to be paid to Holder
for the use, forbearance, or detention of money under this Note shall not exceed the maximum amount permissible under applicable
law.


  


If for any reason
payment of any amount required under this Note shall be prohibited by law, then the obligation shall be reduced to the maximum
allowable by law. If for any reason Holder receives as interest an amount that would exceed the highest lawful rate, then the amount
which would constitute excessive interest shall be applied to the reduction of the principal of this Note and not to the payment
of interest. If any conflict arises between this provision and any provision of any other agreement between the Company and Holder,
then this provision shall control.


 


(d)          Legal Representation.
Holder agrees and represents that such party has been represented by such party's own legal counsel with regard to all aspects
of this Note, or if such party is acting without legal counsel, that such party has had adequate opportunity and has been encouraged
to seek the advice of such party's own legal counsel prior to the execution of this Note.


 


(e)          Restrictions.
Holder acknowledges that all shares of common stock acquired upon the conversion of this Note shall be subject to restrictions
on resale imposed by state and federal securities laws.


 


(f)          Assignment.
Subject to restrictions on resale imposed by state and federal securities laws, Holder may assign this Note or any of the rights,
interests or obligations hereunder, by operation of law or otherwise, in whole or in part, to any person or entity so long as such
assignee agrees to be bound by the terms and conditions of the agreement (including the representations and warranties of the Holder
therein). Effective upon any such assignment, the person or entity to whom such rights, interests and obligations are assigned
shall have and exercise all of Holder’s rights, interests and obligations hereunder as if such person or entity were the
original Holder of this Note.


 


(g)          Construction;
Headings.  This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed
against any Person as the drafter hereof.  The headings of this Note are for convenience of reference and shall not form
part of, or affect the interpretation of, this Note.


 


(h)           Failure
Or Indulgence Not Waiver.  No failure or delay on the part of the Holder in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing
and signed by an authorized representative of the waiving party.


 






    	10



    	 



    

 


(i)          Notices.
All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or
by reason of the provisions of this Note shall be in writing and shall be deemed to be delivered and received by the intended recipient
as follows: (i) if personally delivered, on the business day of such delivery (as evidenced by the receipt of the personal delivery
service), (ii) if delivered by overnight courier (with all charges having been prepaid), on the business day of such delivery (as
evidenced by the receipt of the overnight courier service of recognized standing), or (iii) if delivered by facsimile or electronic
transmission, on the business day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that
time, on the next succeeding business day (as evidenced by the printed confirmation of delivery generated by the sending party’s
telecopier machine). If any notice, demand, consent, request, instruction or other communication cannot be delivered because of
a changed address of which no notice was given (in accordance with this Section 17(i)), or the refusal to accept same, the notice,
demand, consent, request, instruction or other communication shall be deemed received on the second business day the notice is
sent (as evidenced by a sworn affidavit of the sender). All such notices, demands, consents, requests, instructions and other communications
will be addressed to the parties hereto as follows:


 





	 	To the Company:	Innovation Economy Corporation d.b.a. ieCrowd
	 	 	The Innovation Center
	 	 	1650 Spruce Street, Suite 500, Riverside, CA 92507 

Attention:  Amro Albanna, Chief Executive Officer
	 	 	Fax Number: 951.846.1755
	 	 	Email: aalbanna@iecrowd.com 
	 	 	 
	 	To Holder:	At the address set forth on the signature page hereto or at such other place as Holder designates to the Company in writing




 


 


 


[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK] 


 



    	11



    	 



    

 


IN WITNESS WHEREOF,
Innovation Economy Corporation d.b.a. ieCrowd has caused this Unsecured Convertible Promissory Note to be executed by its officer
thereunto duly authorized.


 


	 	The “Company”
	 	 
	 	INNOVATION ECONOMY CORPORATION D.B.A. IECROWD 
	 	A Delaware corporation
	 	 
	 	 
	 	By:	Amro Albanna
	 	Its:	Chief Executive Officer
	 	 	 
	Accepted and Agreed to:	“Holder”
	 	 	 
	 	/s/	 
	 	 	 
	 	 	 
	 	Address:
	 	 
	 	 
	 	 
	 	 	 
	 	Email:
	 	 	 
	 	Fax Number:




 


The Holder has executed a Subscription
Agreement with the Company which provides, among other things, that by executing the Subscription Agreement, the Holder is deemed
to have executed this Note.


 






    	12



    	 



    

 


EXHIBIT A


 


NOTICE OF CONVERSION BY HOLDER


 


Innovation Economy Corporation d.b.a.
ieCrowd


Attn: Amro Albanna


The Innovation Center


1650 Spruce Street, Suite 500


Riverside, CA 92507          


 


This Notice (the
“Notice”) is being provided to inform Innovation Economy Corporation d.b.a. ieCrowd, a Delaware corporation (the “Company”),
that the undersigned (the “Holder”) irrevocably elects to convert the unpaid principal and accrued interest set forth
below owed by the Company under the Unsecured Convertible Promissory Note dated July ___, 2014 (the “Note”), into restricted
shares of common stock of the Company as provided in Section 5 of the Note. The conversion shall be effective as of the Voluntary
Conversion Date, as defined in the Note.


 


The number of restricted
shares of common stock of the Company to which the Holder shall be entitled to receive shall be determined by dividing (i) the
amount of unpaid principal and accrued interest that the Holder hereby elects to convert, as set forth below, by (ii) the Conversion
Price as provided in Section 5 of the Note. The Holder shall receive a stock certificate of Innovation Economy Corporation d.b.a.
ieCrowd, representing the number of restricted shares of common stock due to the Holder upon conversion.


 


Effective as of
the Voluntary Conversion Date, subject to the Company’s receipt of the original Note, the Note is cancelled and terminated
only as to the amount of principal and accrued interest set forth below. If the Holder has elected to convert only a portion of
the unpaid principal and accrued interest due under the Note, the Company shall issue and deliver, or cause to be issued and delivered
to the Holder, a new note of like tenor for the remaining unpaid principal and accrued interest of the Note.


 


	Date:________________	 
	 	Signature
	 	 
	 	 
	Print Name


 


	 	Address:
	 	 
	 	 
	 	 
	 	 
	Principal to be converted: $______________________________	 
	Accrued
    interest to be converted: $________________________	 
	Conversion Price: $____________________________________	 
	
        Number of Shares of Common Stock to be Issued upon
Conversion: __________________________________________
	 





 






    	 



    	 



    

 


EXHIBIT B


 


NOTICE OF CONVERSION BY COMPANY


 


__________________________


__________________________


__________________________


__________________________


__________________________





 


This Notice (the
“Notice”) is being provided to inform you that Innovation Economy Corporation d.b.a. ieCrowd, a Delaware corporation
(the “Company”), has completed a Forced Conversion Event, as such term is defined in the Unsecured Convertible Promissory
Note dated July ___, 2014 (the “Note”), and has irrevocably elected (the “Forced Conversion Decision”)
to convert the amount of unpaid principal and accrued interest set forth below owing to you under the Note into restricted shares
of common stock of the Company as provided in Section 5 of the Note. The conversion shall be effective as of the date written below
(the “Forced Conversion Date”).


 


Upon your receipt
of this Notice, please surrender the original Note to the Company within the next thirty (30) days (or if the original Note has
been lost or destroyed, please provide an affidavit certifying to such loss or destruction).


 


As a result of the
Forced Conversion Decision, enclosed herein is a stock certificate of Innovation Economy Corporation d.b.a. ieCrowd, representing
the number of restricted shares of common stock due to you as a result thereof. The Company calculated the number of restricted
shares of common stock of the Company to which you are entitled to receive by dividing (i) the amount of unpaid principal and accrued
interest that the Company hereby elects to convert, as set forth below, by (ii) the Discount Conversion Price, as provided in Section
5 of the Note.


 


Following the Forced
Conversion Date, the Note shall be cancelled and terminated only as to the amount of principal and accrued interest set forth below.
If the Company has elected to convert only a portion of the unpaid principal and accrued interest due under the Note, the Company
shall issue and deliver, or cause to be issued and delivered to you, a new note of like tenor for the remaining unpaid principal
and accrued interest of the Note.


 


	Date:________________	 
	 	
        By: Amro Albanna

        Title: Chief Executive Officer



 


	Principal to be converted: $______________________________	 
	Accrued interest to be converted: $________________________	 
	Discount Conversion Price: $____________________________	 
	
        Number of Shares of Common Stock to be Issued upon
Conversion: __________________________________________