THESE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER SAID ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER SAID ACT.


 


CONVERTIBLE PROMISSORY NOTE


 


U.S. $10,000.00


 


	Date of Issuance:	May 4, 2012


  


FOR VALUE RECEIVED,
Todays Alternative Energy Corporation, a Nevada corporation (the “Maker”), hereby promises to pay to ____________________,
or its successors and assigns (the “Payee”), at its address at ______________, or to such other address as Payee shall
provide in writing to the Maker for such purpose, a principal sum of Ten Thousand Dollars and Zero Cents (U.S. $10,000.00). The
Payee has paid the aggregate principal amount outstanding under this Note to the Maker. The entire principal amount hereunder shall
be due and payable in full on May 4, 2014 (the “Maturity Date”), or on such earlier date as such principal amount may
earlier become due and payable pursuant to the terms hereof.


 


1.Interest
Rate. Interest shall accrue on the unpaid principal amount of this Secured Convertible Promissory Note (the “Note”)
at the rate of 10% per annum from the date hereof until such unpaid principal amount is paid in full or earlier converted into
shares (the “Shares”) of the Maker’s common stock, par value $0.00001 per share (the “Common Stock”)
in accordance with the terms hereof. Interest hereunder shall be paid quarterly or on such earlier date as the principal amount
under this Note becomes due and payable or is converted in accordance with the terms hereof and shall be computed on the basis
of a 360-day year for the actual number of days elapsed.


 


2.Conversion
of Principal and Interest. Subject to the terms and conditions hereof, the Payee, at its sole option, may deliver to the Maker
a notice in the form attached hereto as Exhibit A (a “Conversion Notice”) and an updated Loan Schedule, at any time
and from time to time after the date hereof (the date of the delivery of a Conversion Notice, a “Conversion Date”),
to convert all or any portion of the outstanding principal amount of this Note plus accrued and unpaid interest thereon, for a
number of Shares equal to the quotient obtained by dividing the dollar amount of such outstanding principal amount of this Note
plus the accrued and unpaid interest thereon being convened by the Conversion Price (as defined in Section 16). Conversions hereunder
shall have the effect of lowering the outstanding principal amount of this Note plus all accrued and unpaid interest thereunder
in an amount equal to the applicable conversion, which shall be evidenced by entries set forth in the Conversion Notice and the
Loan Schedule.


 



    	 



    	 



    

 


3.Certain
Conversion Limitations. The Maker shall not effect any conversion of this Note, and a Payee shall not have the right to convert
any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion,
the Payee (together with the Payee’s affiliates, and any other person or entity acting as a group together with the Payee
or any of the Payee’s affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). 
For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Payee and its affiliates
shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination
is being made, but shall exclude the number of shares of Common Stock which are issuable upon (A) conversion of the remaining,
unconverted principal amount of this Note beneficially owned by the Payee or any of its Affiliates and (B) exercise or conversion
of the unexercised or unconverted portion of any other securities of the Maker subject to a limitation on conversion or exercise
analogous to the limitation contained herein (including, without limitation, any other Notes or the Warrants) beneficially owned
by the Payee or any of its Affiliates.  Except as set forth in the preceding sentence, for purposes of this Section 4(c)(ii),
beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. To the extent that the limitation contained in this Section 4(c)(ii) applies, the determination of whether this Note
is convertible (in relation to other securities owned by the Payee together with any Affiliates) and of which principal amount
of this Note is convertible shall be in the sole discretion of the Payee, and the submission of a Notice of Conversion shall be
deemed to be the Payee’s determination of whether this Note may be converted (in relation to other securities owned by the
Payee together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial
Ownership Limitation. To ensure compliance with this restriction, the Payee will be deemed to represent to the Maker each time
it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph
and the Maker shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as
to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder. For purposes of this Section 4(c)(ii), in determining the number of outstanding shares
of Common Stock, the Payee may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following:
(A) the Maker’s most recent periodic or annual report, as the case may be; (B) a more recent public announcement by the Maker;
or (C) a more recent notice by the Maker or the Maker’s transfer agent setting forth the number of shares of Common Stock
outstanding.  Upon the written or oral request of a Payee, the Maker shall within two Trading Days confirm orally and in writing
to the Payee the number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares of Common
Stock shall be determined after giving effect to the conversion or exercise of securities of the Maker, including this Note, by
the Payee or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial
Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Payee. The Beneficial Ownership
Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with
the terms of this Section 4(c)(ii) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with
the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly
give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note.


 


4.Deliveries.


 


(a)Not later
than three (3) Trading Days (as defined in Section 16) after any Conversion Date, the Maker will deliver to the Payee either (i)
a certificate or certificates representing the number of Shares being acquired upon the conversion of this Note and any interest
accrued thereunder being converted pursuant to the Conversion Notice (subject to the limitations set forth in Section 3 hereof),
and (ii) an endorsement by the Maker of the Loan Schedule acknowledging the remaining outstanding principal amount of this Note
plus all accrued and unpaid interest thereon not converted (an “Endorsement”). The Maker’s delivery to the Payee
of stocks certificates in accordance clause (i) above shall be Maker’s conclusive endorsement of the remaining outstanding
principal amount of this Note plus all accrued and unpaid interest thereon not converted as set forth in the Loan Schedule.


 



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5.Mandatory
Prepayment Upon Triggering Events. Upon the occurrence of a Triggering Event (as defined below), the Payee shall have the right
(in addition to all other rights it may have hereunder or under applicable law), exercisable at the sole option of the Payee, to
require the Maker to prepay all or a portion of the outstanding principal amount of this Note plus all accrued and unpaid interest
thereon. Such prepayment shall be due and payable within thirty (30) Trading Days of the date on which the notice for the payment
therefore is provided by the Payee.


 


A “Triggering
Event” means any one or more of the following events (whatever the reason and whether it shall be voluntary or involuntary,
or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of
any administrative or governmental body):


 


(i)any default
in the payment of the principal of interest on or other payments owing in respect of this Note, free of any claim of subordination,
as and when the same shall become due and payable (whether on a Conversion Date, the Maturity Date, by acceleration or otherwise)
and such non-payment continues for ten (10) Business Days after written notice of non-payment is given by Payee to Maker;





 


(ii)the
Maker shall fail for any reason to deliver certificates or an Endorsement to the Payee prior to the sixtieth (60th)
day after a Conversion Date pursuant to any in accordance with Section 4;





 


(iii)the
Maker or any of its subsidiaries shall commence or there shall be commenced against the Maker or any such subsidiary a case under
any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Maker commences any
other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation
or similar law of any jurisdiction whether now or hereafter in effect relating to the Maker or any subsidiary thereof or there
is commenced against the Maker or subsidiary thereof any such bankruptcy, insolvency or other proceeding which remains undismissed
for a period of 60 days; or the Maker or any subsidiary thereof is adjudicated insolvent or bankrupt; or any order of relief or
other order approving any such case or proceeding is entered; or the Maker or any subsidiary thereof suffers any appointment of
any custodian or the like for it or any substantial part of its property which continues undischarged or unstayed for a period
of 60 days; or the Maker or any subsidiary thereof shall by any act or failure to act indicate its consent to, approval of or acquiescence
in any of the foregoing; or any corporate or other action is taken by the Maker or any subsidiary thereof for the purpose of effecting
any of the foregoing.


 



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6.Prepayment.
In the event the Maker deems the Payee is converting this Note in a manner that is not in the best interests of the Maker, the
Maker shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Payee to prepay the
Note in accordance with this Section 6. Any notice of prepayment hereunder (an “Optional Prepayment”) shall be delivered
to the Payee at its registered address appearing on the books and records of the Maker and shall state (1) that the Maker is exercising
its right to prepay the Note issued on the Date of Issuance and (2) the date of prepayment (the “Optional Prepayment Notice”).
On the date fixed for prepayment (the “Optional Prepayment Date”), the Maker shall make payment of the Optional Prepayment
Amount (as defined below) to or upon the order of the Payee as specified by the Payee in writing to the Maker at least one (1)
business day prior to the Optional Prepayment Date. If the Maker exercises its right to prepay the Note, the Maker shall make
payment to the Payee of an amount in U.S. dollars by check or wire transfer (the “Optional Prepayment Amount”)
equal to the entire outstanding principal and all accrued interest as of the Optional Prepayment Date. 


 


7.No
Waiver of Payee’s Rights, etc. All payments of principal and interest shall be made without setoff, deduction or counterclaim.
No delay or failure on the part of the Payee in exercising any of its options, powers, or rights, nor any partial or single exercise
of its options, powers or rights shall constitute a waiver thereof or of any other option, power or right, and no waiver on the
part of the Payee of any of its options, powers or rights shall constitute a waiver of any other option, power or right. The Maker
hereby waives presentment of payment, protest, and notices or demands in connection with the delivery, acceptance, performance,
default or endorsement of this Note. Acceptance by the Payee of less than the full amount due and payable hereunder shall in no
way limit the right of the Payee to require full payment of all sums due and payable hereunder in accordance with the terms hereof.


 


8.Modifications.
No term or provision contained herein may be modified, amended or waived except by written agreement or consent signed by the party
to be bound thereby.


 


9.Cumulative
Rights and Remedies: Usury. The rights and remedies of the Payee expressed herein are cumulative and not exclusive of any rights
and remedies otherwise available. If it shall be found that any interest outstanding hereunder shall violate applicable laws governing
usury, the applicable rate of interest outstanding hereunder shall be reduced to the maximum permitted rate of interest under such
law.


 


10.Collection
Expenses. If this obligation is placed in the hands of an attorney for collection after default, and provided the Payee prevails
on the merits in respect to its claim of default, the Maker shall pay (and shall indemnify and hold harmless the Payee from and
against), all reasonable attorneys’ fees and expenses incurred by the Payee in pursuing collection of this Note.


 


11.Successors
and Assigns. This Note shall be binding upon the Maker and its successors and shall inure to the benefit of the Payee and its
successors and assigns. The term “Payee” as used herein, shall also include any endorsee, assignee or other holder
of this Note.


 


12.Lost
or Stolen Promissory Note. If this Note is lost, stolen, mutilated or otherwise destroyed, the Maker shall execute and deliver
to the Payee a new promissory note containing the same terms, and in the same form, as this Note. In such event, the Maker may
require the Payee to deliver to the Maker an affidavit of lost instrument and customary indemnity in respect thereof as a condition
to the delivery of any such new promissory note.


 



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13.Due
Authorization. This Note has been duly authorized, executed and delivered by the Maker and is the legal obligation of the Maker,
enforceable against the Maker in accordance with its terms.


 


14.Governing
Law. This Note shall be governed by and construed and enforced in accordance with the internal laws of the State of New York
without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the County of New York, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices
to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.


 


15.Definitions.
For the purposes hereof, the following terms shall have the following meanings:


 


“Business
Day” means any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions
in the State of New York are authorized or required by law or other government action to close.


 


“Conversion
Price” shall be $0.0001 per share (which shall not be adjusted if the Maker, at any time while this Note is outstanding,
(a) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity
or equity equivalent securities payable in shares of Common Stock, (b) subdivide outstanding shares of Common Stock into a larger
number of shares, (c) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number
of shares, or (d) issue by reclassification of shares of the Common Stock any shares of its capital stock.


 


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


 


“Per Share
Market Value” means on any particular date (a) the closing bid price per share of Common Stock on such date on the OTC
Bulletin Board or on such Subsequent Market on which the shares of Common Stock are then listed or quoted, or if there is no such
price on such date, then the closing bid price on the OTC Bulletin Board or on such Subsequent Market on the date nearest preceding
such date, or (b) if the shares of Common Stock are not then listed or quoted on the OTC Bulletin Board or a Subsequent Market,
the closing bid price for a share of Common Stock in the over-the-counter market, as reported by the National Quotation Bureau
Incorporated or similar organization or agency succeeding to its functions of reporting prices) at the close of business on such
date, or (c) if the shares of Common Stock are not then reported by the National Quotation Bureau Incorporated (or similar organization
or agency succeeding to its functions of reporting prices), then the average of the “Pink Sheet” quotes for the relevant
conversion period, as determined in good faith by the Payee.



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“Person”
means a corporation, an association, a partnership, a limited liability company, an organization, a business, an individual, a
government or political subdivision thereof or a governmental agency.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Subsequent
Market” means the New York Stock Exchange, American Stock Exchange, Nasdaq Small Cap Market or Nasdaq National Market.


 


“Trading Day”
means (a) a day on which the shares of Common Stock are traded on such Subsequent Market on which the shares of Common Stock are
then listed or quoted, or (b) if the shares of Common Stock are not listed on a Subsequent Market. a day on which the shares of
Common Stock are traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (c) if the shares of Common Stock
are not quoted on the OTC Bulletin Board, a day on which the shares of Common Stock are quoted in the over-the-counter market as
reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting
prices); provided, however, that in the event that the shares of Common Stock are not listed or quoted as set forth in (a), (b)
and (c) hereof, then Trading Day shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day
on which banking institutions in the State of New York are authorized or required by law or other government action to close.


 


 


IN WITNESS WHEREOF,
the Maker has caused this Convertible Promissory Note to be duly executed and delivered as of the date first set forth above.





 


TODAYS ALTERNATIVE ENERGY CORPORATION





 


 


 


 


By: _____________________________


Name: Len Amato


Title:   Chief Executive
Officer


 



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EXHIBIT A


 


NOTICE OF CONVERSION


 


Dated:


 


The undersigned hereby
elects to convert the principal amount and interest indicated below of the attached Secured Convertible Promissory Note into shares
of common stock, $0.00001 par value (the “Common Stock”), of Todays Alternative Energy Corporation, according to the
conditions hereof, as of the date written below. No fee will be charged to the holder for any conversion.


 


Exchange calculations:


 


Date to Effect Conversion:
___________________________________________


 


Principal Amount and
Interest of


Secured Convertible
Note to be Converted: ______________________________


 


Number of shares of
Common Stock to be Issued: ________________________


 


Applicable Conversion
Price:_________________________________________


 


 


Signature: ________________________________________________________


 


Name:___________________________________________________________


 


Address: _________________________________________________________


 








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