Exhibit 10.31


 


Note: October 23, 2019


 


NEITHER THIS NOTE NOR THE SECURITIES
INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 


THIS NOTE DOES NOT REQUIRE
PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING ANY REDEMPTION OR CONVERSION
OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL SUM REPRESENTED BY THIS NOTE MAY BE LESS THAN THE PRINCIPAL SUM AND ACCRUED
INTEREST SET FORTH BELOW.


 


8%
CONVERTIBLE PROMISSORY NOTE


 


OF


 


BIOXYTRAN,
INC.


 


Issuance Date: October 23,
2019


Principal Sum: $106,300


 


This
Note is a duly authorized Convertible Promissory Note of Bioxytran, Inc., a corporation duly organized and existing under
the laws of the State of Nevada (the “Company”), designated as the Company's 8% Convertible Promissory Note
due October 23, 2020 (“Maturity Date”) in the face amount of $106,300 (the “Note”).


 


For
Value Received, the Company hereby promises to pay to the order of Tangiers Global, LLC or its registered assigns or successors-in-interest
(the “Holder”) the Principal Sum of $106,300 (the “Principal Sum”) and to pay “guaranteed”
interest on the principal balance hereof at an amount equivalent to 8% of the Principal Sum, to the extent such Principal Sum
and “guaranteed” interest and any other interest, fees, liquidated damages and/or items due to Holder herein
have not been repaid or converted into the Company’s Common Stock (the “Common Stock”), in accordance
with the terms hereof. The sum of $100,000 shall be remitted and delivered to the Company, and $6,300 shall be retained by the
Holder through an original issue discount (the “OID”) for due diligence and legal bills related to this transaction.
The Company covenants that within three (3) months of the Effective Date of the Note, it shall utilize approximately $100,000
of the proceeds in the manner set forth on Schedule 1, attached hereto (the “Use of Proceeds”), and shall
promptly provide evidence thereof to Holder, in sufficient detail as reasonably requested by Holder.


 




     


     


    

 


In addition to the “guaranteed”
interest referenced above, and upon the occurrence of an Event of Default (as defined in Section 3.00(a)), additional interest
will accrue from the date of the Event of Default at the rate equal to the lower of 18% per annum or the highest rate permitted
by law (the “Default Rate”).


 


This Note will become effective
only upon the execution by both parties, including the execution of Exhibits B, C, D, E, Schedule 1 (collectively, the “Exhibits”),
and the Irrevocable Transfer Agent Instructions (the “Date of Execution”) and delivery of the initial payment of consideration
by the Holder (the “Effective Date”). The Company acknowledges and agrees the Exhibits are material provisions of this
Note.


 


As an
investment incentive, the Company will issue to the Holder 5-year cashless warrants, exercisable at $2.00 per share for an aggregate
of up to 50,000 warrant shares (as subject to adjustment per the terms and conditions of that certain Common Stock Purchase Warrant
(the “Warrant”) of even date hereof.


 


For purposes hereof the following terms shall have
the meanings ascribed to them below:


 


“Business Day” shall mean
any day other than a Saturday, Sunday or a day on which commercial banks in the City of New York are authorized or required by
law or executive order to remain closed.


 


“Conversion Price”
shall be equal to the lower of: (a) $.80 or (b) 65% of the lowest trading price of the Company’s Common Stock during
the 20 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Note. For the purpose
of calculating the Conversion Price only, any time after 4:00 pm Eastern Time (the closing time of the Principal Market)
shall be considered to be the beginning of the next Business Day. If the Company is placed on “chilled”
status with the DTC, the discount shall be increased by 10%, i.e., from 35% to 45%, until such chill is remedied. If the
Company is not DWAC eligible through their transfer agent and DTC’s FAST system, the Conversion Price discount will be
increased by 5%, i.e., from 35% to 40%. In the case of both, the Conversion Price discount shall be a cumulative increase of
15%, i.e., from 35% to 50%. Any default of this Note not remedied within the applicable cure period will result in a
permanent additional 10% increase, i.e., from 35% to 45%, in the Conversion Price discount in addition to any and all other
Conversion Price discounts, as provided above.


 


“Principal
Amount” shall refer to the sum of (i) the original principal amount of this Note (including the original issue
discount, prorated if the Note has not been funded in full), (ii) all guaranteed and other accrued but unpaid interest
hereunder, (iii) any fees due hereunder, (iv) liquidated damages, and (v) any default payments owing under the Note, in each
case previously paid or added to the Principal Amount.


 


“Principal
Market” shall refer to the primary exchange or trading platform on which the Company’s common stock is traded
or quoted.


 


“Trading
Day” shall mean a day on which there is trading or quoting for any security on the Principal Market.


 




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“Underlying Shares”
means the shares of Common Stock into which the Note is convertible (including interest, fees, liquidated damages and/or
principal payments in common stock as set forth herein) in accordance with the terms hereof.


 


The following terms and conditions shall apply to this
Note:


 


Section 1.00 Repayment.


 


(a) The
Company may pay this Note, in whole or in part, in cash or in other good funds, according to the following schedule:


 


	Days Since Effective Date	 	Payment Amount
	Under 90	 	110% of Principal Amount so paid
	91-120	 	120% of Principal Amount so paid
	121-180	 	130% of Principal Amount so paid


 


(b) After 180 days from the Effective
Date, the Company may not pay this Note, in whole or in part, in cash or in other good funds, without prior written consent from
Holder, which consent may be withheld, delayed, denied, or conditioned in Holder’s sole and absolute discretion. Whenever
any amount expressed to be due by the terms of this Note is due on any day that is not a Business Day, the same shall instead be
due on the next succeeding day that is a Business Day. Upon the occurrence of an Event of Default, the Company may not pay the
Note, in whole or in part, in cash or in other good funds without written consent of the Holder, which consent may be withheld,
delayed, denied, or conditioned in Holder’s sole and absolute discretion. Further, the Company, except with respect to payment
on the Maturity Date, shall provide the Holder with two weeks’ prior written notice of the Company’s determination
to pay any or all of its obligations hereunder. During such two-week period, the Holder may exercise any or all of its conversion
rights hereunder. In the event that the Holder does not exercise its conversion rights in respect of any or all of such noticed,
prospective payment, the Company shall tender the full amount set forth in such notice (less any amount in respect of which the
Holder has exercised its conversion rights) to the Holder within 2 Business Days following the Holder’s exercise (or notification
to the Company of non-exercise) of the Holder’s conversion rights in respect of the amount set forth in such notice. Any
such payment by the Company in connection with this provision shall be deemed to have been made on the date that the Holder first
receives the above-referenced notice.


 


Section 2.00 Conversion.


 


(a) Conversion
Right. Subject to the terms hereof and restrictions and limitations contained herein, the Holder shall have the right, at
the Holder's sole option, at any time and from time to time to convert in whole or in part the outstanding and unpaid
Principal Amount under this Note into shares of Common Stock at the Conversion Price (defined below), but not to exceed the
Restricted Ownership Percentage, as defined in Section 2.00(f). The date of any conversion notice (“Conversion
Notice”) hereunder shall be referred to herein as the “Conversion Date”.


 




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(b) Stock Certificates or
DWAC. The Company will deliver to the Holder, or Holder’s authorized designee, no later than 3 Trading Days after the
Conversion Date, a certificate or certificates (which certificate(s) shall be free of restrictive legends and trading restrictions
if the shares of Common Stock underlying the portion of the Note being converted are eligible under a resale exemption pursuant
to Rule 144(b)(1)(ii) and Rule 144(d)(1)(ii) of the Securities Act of 1933, as amended) representing the number of shares of Common
Stock being acquired upon the conversion of this Note. In lieu of delivering physical certificates representing the shares of Common
Stock issuable upon conversion of this Note, provided the Company's transfer agent is participating in Depository Trust Company’s
(“DTC”) Fast Automated Securities Transfer (“FAST”) program, the Company shall instead use commercially
reasonable efforts to cause its transfer agent to electronically transmit such shares issuable upon conversion to the Holder (or
its designee), by crediting the account of the Holder’s (or such designee’s) broker with DTC through its Deposits and
Withdrawal at Custodian (“DWAC”) program (provided that the same time periods herein as for stock certificates shall
apply).


 


(c) 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 Sum of the Note and tack back to the Effective
Date for purposes of Rule 144.


 


(d) Delivery
Timeline. If the Company fails to deliver to the Holder such certificate or certificates (or shares through the DWAC
program) pursuant to this Section (free of any restrictions on transfer or legends, if eligible) prior to 3 Trading Days
after the Conversion Date, the Company shall pay to the Holder as liquidated damages an amount equal to $1,000 per day, until
such certificate or certificates are delivered. The Company acknowledges that it would be extremely difficult or
impracticable to determine the Holder’s actual damages and costs resulting from a failure to deliver the Common Stock
and the inclusion herein of any such additional amounts are the agreed upon liquidated damages representing a reasonable
estimate of those damages and costs. Such liquidated damages will be automatically added to the Principal Sum of the Note and
tack back to the Effective Date for purposes of Rule 144.


 


(e) Reservation
of Underlying Securities. The Company covenants that it will at all times reserve and keep available for Holder, out of its
authorized and unissued Common Stock solely for the purpose of issuance upon conversion of this Note, free from preemptive rights
or any other actual contingent purchase rights of persons other than the Holder, three times the number of shares of Common
Stock as shall be issuable (taking into account the adjustments under this Section 2.00, but without regard to any ownership limitations
contained herein) upon the conversion of this Note (consisting of the Principal Amount) to Common Stock (the “Required
Reserve”). The Company covenants that all shares of Common Stock that shall be issuable will, upon issue, be duly authorized,
validly issued, fully-paid, non-assessable and freely-tradable (if eligible). If the amount of shares on reserve in Holder’s
name at the Company’s transfer agent for this Note shall drop below the Required Reserve, the Company will, within 2 Trading
Days of notification from Holder, instruct the transfer agent to increase the number of shares so that the Required Reserve is
met. In the event that the Company does not instruct the transfer agent to increase the number of shares so that the Required
Reserve is met, the Holder will be allowed, if applicable, to provide this instruction as per the terms of the Irrevocable Transfer
Agent Instructions attached to this Note. The Company agrees that the maintenance of the Required Reserve is a material term of
this Note and any breach of this Section 2.00(e) will result in a default of the Note.


 






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(f) Conversion
Limitation. The Holder will not submit a conversion to the Company that would result in the Holder beneficially owning more
than 9.99% of the then total outstanding shares of the Company (“Restricted Ownership Percentage”).


 


(g) Conversion Delays.
If the Company fails to deliver shares in accordance with the timeframe stated in Section 2.00(c), the Holder, at any time prior
to selling all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable to the
unsold shares. The rescinded conversion amount will be returned to the Principal Sum with the rescinded conversion shares returned
to the Company, under the expectation that any returned conversion amounts will tack back to the Effective Date.


 


(h) Shorting
and Hedging. Holder may not engage in any “shorting” or “hedging” transaction(s) in the Common Stock
of the Company prior to conversion.


 


(i) Conversion Right Unconditional.
If the Holder shall provide a Conversion Notice as provided herein, the Company's obligations to deliver Common Stock shall be
absolute and unconditional, irrespective of any claim of setoff, counterclaim, recoupment, or alleged breach by the Holder of any
obligation to the Company.


 


Section 3.00 Defaults and
Remedies.


 


(a) Events
of Default. An “Event of Default” is: (i) a default in payment of any amount due hereunder; (ii) a
default in the timely issuance of underlying shares upon and in accordance with terms of Section 2.00, which default
continues for 2 Trading Days after the Company has failed to issue shares or deliver stock certificates within the 3rd
Trading Day following the Conversion Date, provided that such failure was not due to an act or omission by the
Company’s transfer agent after receiving proper transfer instructions from the Company; (iii) if the Company does not
issue the press release or file the Current Report on Form 8-K, in each case in accordance with the provisions and the
deadlines referenced Section 5.00(j); (iv) failure by the Company for 3 days after notice has been received by the Company to
comply with any material provision of this Note; (v) any representation or warranty of the Company in this Note that is found
to have been incorrect in any material respect when made, including, without limitation, the Exhibits; (vi) failure of the
Company to remain compliant with DTC, thus incurring a “chilled” status with DTC; (vii) if the Company is subject
to any Bankruptcy Event; (viii) any failure of the Company to satisfy its “filing” obligations under Securities
Exchange Act of 1934, as amended (the “1934 Act”) and the rules and guidelines issued by OTC Markets News
Service, OTCMarkets.com and their affiliates after giving effect to any extension period permitted thereon; (ix) any failure
of the Company to provide the Holder with information related to its corporate structure including, but not limited to, the
number of authorized and outstanding shares and public float, within 3 Trading Days of request by Holder; (x) failure by the
Company to maintain the Required Reserve in accordance with the terms of Section 2.00(e); (xi) any delisting from a Principal
Market for any reason; (xii) failure by Company to pay any of its transfer agent fees in excess of $2,000 or to maintain a
transfer agent of record; (xiii) failure by Company to notify Holder of a change in transfer agent within 24 hours of such
change; (xiv) any trading suspension imposed by the United States Securities and Exchange Commission (the
“SEC”) under Sections 12(j) or 12(k) of the 1934 Act; (xv) failure by the Company to meet all requirements
necessary to satisfy the availability of Rule 144 to the Holder or its assigns, including but not limited to the timely
fulfillment of its filing requirements as a fully-reporting issuer registered with the SEC, requirements for XBRL filings,
and requirements for disclosure of financial statements on its website; or (xvi) failure of the Company to abide by the Use
of Proceeds or failure of the Company to inform the Holder of a change in the Use of Proceeds.


 






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(b) Remedies. If an Event of Default
occurs, the outstanding Principal Amount of this Note owing in respect thereof through the date of acceleration, shall
become, at the Holder's election, immediately due and payable in cash at the “Mandatory Default Amount”.
The Mandatory Default Amount means 40% of the outstanding Principal Amount of this Note will be automatically added to the
Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144. Commencing 5 days after the
occurrence of any Event of Default that results in the eventual acceleration of this Note, this Note shall accrue additional
interest, in addition to the Note’s “guaranteed” interest, at a rate equal to the lesser of 18% per
annum or the maximum rate permitted under applicable law. Finally, after the occurrence of an Event of Default that results
in the eventual acceleration of this Note, an additional 10% increase to the Conversion Price discount will go into effect.
In connection with such acceleration described herein, the Holder need not provide, and the Issuer hereby waives, any
presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace
period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law.
Such acceleration may be rescinded and annulled by the Holder at any time prior to payment hereunder and the Holder shall
have all rights as a holder of the note until such time, if any, as the Holder receives full payment pursuant to this Section
3.00(b). No such rescission or annulment shall affect any subsequent event of default or impair any right consequent thereon.
Nothing herein shall limit the Holder's right to pursue any other remedies available to it at law or in equity
including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver certificates representing shares of Common Stock upon conversion of the Note as required pursuant
to the terms hereof.


 


Section 4.00 Representations
and Warranties of Holder.


 


Holder hereby represents and warrants to the Company
that:


 


(a) Holder
is an “accredited investor,” as such term is defined in Regulation D of the Securities Act of 1933, as
amended (the “1933 Act”), and will acquire this Note and the Underlying Shares (collectively, the
“Securities”) for its own account and not with a view to a sale or distribution thereof as that term is
used in Section 2(a)(11) of the 1933 Act, in a manner which would require registration under the 1933 Act or any state
securities laws. Holder has such knowledge and experience in financial and business matters that such Holder is capable of
evaluating the merits and risks of the Securities. Holder can bear the economic risk of the Securities, has knowledge and
experience in financial business matters and is capable of bearing and managing the risk of investment in the Securities.
Holder recognizes that the Securities have not been registered under the 1933 Act, nor under the securities laws of any state
and, therefore, cannot be resold unless the resale of the Securities is registered under the 1933 Act or unless an exemption
from registration is available. Holder has carefully considered and has, to the extent Holder believes such discussion
necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in the
Securities for its particular tax and financial situation and its advisers, if such advisors were deemed necessary, and has
determined that the Securities are a suitable investment for it. Holder has not been offered the Securities by any form of
general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications
published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting
where, to Holders’ knowledge, those individuals that have attended have been invited by any such or similar means of
general solicitation or advertising. Holder has had an opportunity to ask questions of and receive satisfactory answers
from the Company, or any person or persons acting on behalf of the Company, concerning the terms and conditions of the
Securities and the Company, and all such questions have been answered to the full satisfaction of Holder. The Company has not
supplied Holder any information regarding the Securities or an investment in the Securities other than as contained in this
Agreement, and Holder is relying on its own investigation and evaluation of the Company and the Securities and not on any
other information.


 






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(b) The Holder is a limited liability
company duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite
corporate power and authority to carry on its business as now conducted. The Holder is duly qualified to transact business and
is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business
or properties.


 


(c) All limited liability company action has been taken
on the part of the


Holder, its officers, directors, managers and members
necessary for the authorization, execution and delivery of this Note. The Holder has taken all limited liability company action
required to make all of the obligations of the Holder reflected in the provisions of this Note, valid and enforceable obligations.


 


(d) Each certificate or instrument
representing Securities will be endorsed with the following legend (or a substantially similar legend), unless or until registered
under the 1933 Act or exempt from registration:


 


THE SECURITIES EVIDENCED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED
OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE
IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES
WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM
THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.


 




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Section 5.00 General.


 


(a) Payment of Expenses.
The Company agrees to pay all reasonable charges and expenses, including attorneys' fees and expenses, which may be incurred by
the Holder in successfully enforcing this Note and/or collecting any amount due under this Note.


 


(b) Assignment, Etc.
The Holder may assign or transfer this Note to any transferee at its sole discretion. This Note shall be binding upon the
Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.


 


(c) Amendments.
This Note may not be modified or amended, or any of the provisions of this Note waived, except by written agreement of the Company
and the Holder.


 


(d) Funding Window. Purposely withheld


 


(e) Piggyback Registration
Rights. The Company shall include on the next registration statement that the Company files with the SEC (or on the subsequent
registration statement if such registration statement is withdrawn) all shares issuable upon conversion of this Note. Failure to
do so will result in liquidated damages of 30% of the outstanding Principal Sum of this Note, but not less than $20,000, being
immediately due and payable to the Holder at its election in the form of a cash payment or an addition to the Principal Sum of
this Note.


 


(f) Terms of Future Financings.
So long as this Note is outstanding, upon any issuance by the Company or any of its subsidiaries of any convertible debt security
(whether such debt begins with a convertible feature or such feature is added at a later date) with any term more favorable to
the holder of such security or with a term in favor of the holder of such security that was not similarly provided to the Holder
in this Note, then the Company shall notify the Holder of such additional or more favorable term and such term, at the Holder's
option, shall become a part of this Note and its supporting documentation.. The types of terms contained in the other security
that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts,
terms addressing maturity, conversion look back periods, interest rates, original issue discount percentages and warrant coverage.


 


(g) Governing Law; Jurisdiction.


 


(i) Governing
Law. This Note will be governed by, and construed and interpreted in accordance with, the laws of the Commonwealth of Puerto
Rico without regard to any conflicts of laws or provisions thereof that would otherwise require the application of the law of
any other jurisdiction.


 


(ii) Jurisdiction
and Venue. Any dispute, claim, suit, action or other legal proceeding arising out of or relating to this Note or the rights
and obligations of each of the parties shall be brought only in the San Juan, Puerto Rico or in the federal courts of the United
States of America located in San Juan, Puerto Rico.


 


(iii) No
Jury Trial. The Company hereto knowingly and voluntarily waives any and all rights it may have to a trial by jury with respect
to any litigation based on, or arising out of, under, or in connection with, this Note.


 






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(iv) Delivery
of Process by the Holder to the Company. In the event of an action or proceeding by the Holder against the Company, and only
by the Holder against the Company, service of copies of summons and/or complaint and/or any other process that may be served in
any such action or proceeding may be made by the Holder via U.S. Mail, overnight delivery service such as FedEx or UPS, email,
fax, or process server, or by mailing or otherwise delivering a copy of such process to the Company at its last known attorney
as set forth in its most recent SEC filing.


 


(v) Notices. Any notice required or
permitted hereunder (including Conversion Notices) must be in writing and either personally served, sent by facsimile or
email transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission if
by facsimile or email, and if by overnight courier the business day after such notice is deposited with the courier service
for delivery.


 


(h) No Bad
Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act of 1933, as amended,
on the basis of being a “bad actor” as that term is established in the September 13, 2013 Small Entity Compliance
Guide published by the SEC.


 


(i) Usury.
If it shall be found that any interest or other amount deemed interest due hereunder violates any applicable law governing
usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest
permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to
claim or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal,
fees, liquidated damages or interest on this Note.


 


(j) Securities Laws Disclosure;
Publicity. The Company shall (a) by 9:30 a.m. Eastern Time on the 3rd Trading Day immediately following the Date
of Execution, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current
Report on Form 8-K with the SEC within the time required by the 1934 Act. From and after the filing of such press release, the
Company represents to the Holder that it shall have publicly disclosed all material, non-public information delivered to the Holder
by the Company, or any of its officers, directors, employees, or agents in connection with the transactions contemplated by this
Note. The Company and the Holder shall consult with each other in issuing any other press releases with respect to the transactions
contemplated hereby, and neither the Company nor the Holder shall issue any such press release nor otherwise make any such public
statement without the prior consent of the Company, with respect to any press release of the Holder, or without the prior consent
of the Holder, with respect to any press release of the Company, none of which consents shall be unreasonably withheld, delayed,
denied, or conditioned except if such disclosure is required by law, in which case the disclosing party shall promptly provide
the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not
publicly disclose the name of the Holder, or include the name of the Holder in any filing with the SEC or any regulatory agency
or Principal Market, without the prior written consent of the Holder, except to the extent such disclosure is required by law or
Principal Market regulations, in which case the Company shall provide the Holder with prior notice of such disclosure permitted
hereunder.


 


The Company
agrees that this is a material term of this Note and any breach of this Section 5.00(j) will result in a default of the Note.


 




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(k) Attempted
Below-par Issuance. In the event that the Holder delivers a Conversion Notice to the Company and, if as of such date, (i)
the Conversion Price would be less than par value of the Company’s Common Stock and (ii) within three business days of the
delivery of the Conversion Notice, the Company shall not have reduced its par value such that all of the requested conversion
transaction may then be accomplished, then the Company and the Holder shall utilize the following conversion protocol for Par
Value Adjustment. The Holder shall transmit to the Company: (X) a “preliminary” Conversion Notice for the full number
of shares of Common Stock that would be issued at the Conversion Price without regard to any below-par value conversion issues;
followed by (Y) a “par value” Conversion Notice for the number of shares of Common Stock with the Conversion Price
increased from the “preliminary” Conversion Price to a Conversion Price at par value; and, finally, (Z) a “liquidated
damages” Conversion Notice for that number of shares of Common Stock that represents the difference between the “preliminary”
Conversion Notice full number of shares and the “par value” Conversion Notice limited number of shares. The Conversion
Price of such “liquidated damages Common Shares” would be the par value of the Common Stock. Accordingly, through
this protocol, the Company would issue, in two transactions, an amount of shares of its Common Stock equivalent to the full number
of shares of Common Stock that would have been issued in accordance with the “preliminary” Conversion Notice without
regard to any below-par value conversion issues. In the event that the Holder is precluded from exercising any or all of its conversion
rights hereunder as a result of a proposed “below par” conversion, the Company agrees that, in lieu of actual damages
for such failure, liquidated damages may be assessed and recovered by the Holder without being required to present any evidence
of the amount or character of actual damages sustained by reason thereof. The amount of such liquidated damages shall be an amount
equivalent to the trading price utilized in the “preliminary” Conversion Notice multiplied by the number of shares
calculated on the “liquidated damages” Conversion Notice. Such amount shall be assessed and become immediately due
and payable to the Holder (at its election) in the form of a (i) cash payment, (ii) an addition to the Principal Sum of this Note,
or (iii) the immediate issuance of that number of shares of Common Stock as calculated on the “liquidated damages”
Conversion Notice. Such liquidated damages are intended to represent estimated actual damages and are not intended to be a penalty,
but, by virtue of their genesis and subject to the election of the Holder (as set forth in the immediately preceding sentence),
will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144, as
the Company’s failure to maintain the par value of its Common Stock at an amount that would not result in a “below
par” conversion failure is equivalent to a default as of the Issuance Date of the Note.


 


[Signature
Page to Follow.]


 




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IN WITNESS WHEREOF, the
Company has caused this Convertible Promissory Note to be duly executed on the day and in the year first above written.


 


	 	BIOXYTRAN, INC. 
	 	 	 
	 	By: 	 
	 	Name:	David Platt
	 	Title:	CEO 
	 	Email:	david.platt@bioxytraninc.com 
	 	Address: 233 Needham St., Suite 300, Newton, MA
02464


 


This Convertible Promissory Note of October 23, 2019
is accepted this ___ day of                     ,
2019 by


 


	TANGIERS GLOBAL, LLC 	 
	 	 	 
	By: 	 	 
		Name:	 
		Title: Managing Member 	 


 


 


 




     


     


    

 


EXHIBIT A


 


FORM OF CONVERSION
NOTICE


 


(To be executed by the Holder
in order to convert all or part of that certain $106,300 Convertible Promissory Note identified as the Note)


 


	DATE:		 
	FROM:	Tangiers Global, LLC	 


 


		Re:	$106,300 Convertible Promissory Note (this “Note”)
originally issued by Bioxytran, Inc., a Nevada corporation, to Tangiers Global, LLC on October 23, 2019.



 


The undersigned, on behalf of
Tangiers Global, LLC, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount
(as defined in the Note) indicated below of this Note into shares of Common Stock, $0.001 par value per share, of Bioxytran, Inc.
(the “Company”), according to the conditions hereof, as of the date written below. If shares are to be issued
in the name of a person other than 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. The undersigned represents as of the date
hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed
the “Restricted Ownership Percentage” contained in this Note.


 


	Conversion information:	 
	 	Date to Effect Conversion 
	 	 
	 	 
	 	Aggregate Principal Sum of Note Being Converted 
	 	 
	 	 
	 	Aggregate Interest/Fees of Principal Amount Being Converted 
	 	 
	 	 
	 	Remaining Principal Balance 
	 	 
	 	 
	 	Number of Shares of Common Stock to be Issued 
	 	 
	 	 
	 	Applicable Conversion Price 
	 	 
	 	 
	 	Signature 
	 	 
	 	 
	 	Name 
	 	 
	 	 
	 	Address 


 



     


     


    

 


EXHIBIT B


 


WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF


 


BIOXYTRAN, INC.


 


The undersigned, being directors
of Bioxytran, Inc., a Nevada corporation (the “Company”), acting pursuant to the Bylaws of the Corporation, do hereby
consent to, approve and adopt the following preamble and resolutions:


 


Convertible Note with Tangiers
Global, LLC


 


The board of directors of the Company has reviewed
and authorized the following documents relating to the issuance of a Convertible Promissory Note in the amount of $106,300 with
Tangiers Global, LLC.


 


The documents agreed to and dated October 23, 2019 are
as follows:


 


8% Convertible Promissory Note of Bioxytran, Inc.


Irrevocable Transfer Agent Instructions


Certificate of Corporate Secretary


Disbursement Instructions


Schedule 1 - Use of Proceeds


 


The board of directors further
agree to authorize and approve the issuance of shares to the Holder at Conversion prices that are below the Company’s then
current par value.


 


IN WITNESS WHEREOF, the undersign
member(s) of the board of the Company executed this unanimous written consent as of October 23, 2019.


 


_________________________________


By: David Platt


Its: Chairman




     


     


    

 


EXHIBIT C


 


NOTARIZED CERTIFICATE
OF CORPORATE SECRETARY OF


 


BIOXYTRAN, INC.


 


(Two Pages)


 


The undersigned,
Ola Soderquist is the duly elected Corporate Secretary of Bioxytran, Inc., a Nevada corporation (the “Company”).


 


I hereby
warrant and represent that I have undertaken a complete and thorough review of the Company’s corporate and financial books
and records, including, but not limited to, the Company’s records relating to the following:


 


		(A)	The issuance of that certain convertible promissory note
dated October 23, 2019 (the “Note Issuance Date”) issued to Tangiers Global, LLC (the “Holder”)
in the stated original principal amount of $106,300 (the “Note”);



 


		(B)	The Company’s Board of Directors duly approved the
issuance of the Note to the Holder;



 


		(C)	The Company has not received and does not contemplate receiving
any new consideration from any persons in connection with any later conversion of the Note and the issuance of the Company’s
Common Stock upon any said conversion;



 


		(D)	To my best knowledge and after completing the aforementioned
review of the Company’s stockholder and corporate records, I am able to certify that the Holder (and the persons affiliated
with the Holder) are not officers, directors, or directly or indirectly, ten percent (10.00%) or more stockholders of the Company
and none of said persons has had any such status in the one hundred (100) days immediately preceding the date of this Certificate;



 


		(E)	The Company’s Board of Directors have approved duly
adopted resolutions approving the Irrevocable Instructions to the Company’s Stock Transfer Agent dated October 23, 2019;



 


		(F)	Mark the appropriate selection:



 


☒ The Company
represents that it is not a “shell company,” as that term is defined in Section 12b-2 of the Securities
Exchange Act of 1934, as amended, and has never been a shell company, as so defined; or


 


☐ The Company
represents that (i) it was a “shell company,” as that term is defined in Section 12b-2 of the Securities
Exchange Act of 1934, as amended, (ii) since ______, 201__, it has no longer been a shell company, as so defined, and (iii)
on _______, 201__, it provided Form 10-type information in a filing with the United States Securities and Exchange
Commission.


 






     


     


    

 


		(G)	I understand the constraints imposed under Rule 144 on
those persons who are or may be deemed to be “affiliates,” as that term is defined in Rule 144(a)(1) of the
Securities Act of 1933, as amended.



 


		(H)	I understand that all of the representations set forth
in this Certificate will be relied upon by counsel to Tangiers Global, LLC in connection with the preparation of a legal opinion.



 


I hereby
affix my signature to this Notarized Certificate and hereby confirm the accuracy of the statements made herein.


 


	Signed:	 	 	Date:
    	 
	 	 	 	 	 
	Name:	Ola Soderquist	 	Title: 	CFO, Secretary


 


SUBSCRIBED
AND SWORN TO BEFORE ME ON THIS ________ DAY OF ____________________ 2019.


 


Commission Expires:______________


 


____________________________________


Notary Public


 




     


     


    

 


EXHIBIT D


 


	TO:	Tangiers Global, LLC
	FROM:	Bioxytran, Inc.
	DATE:	October 23, 2019
	RE:	Disbursement of Funds


 


Pursuant to that certain Convertible
Promissory Note between the parties listed above and dated October 23, 2019, a disbursement of funds will take place in the amount
and manner described below:


 


	Please
    disburse to:	 
	Amount to disburse:	$100,000
	Form of distribution	Wire
	Name	Bioxytran, Inc.
	Company Address	
        233 Needham St.

        Suite 300

        Newton, MA 02464

	Wire Instructions:	
        Bank: Bank of America

        ABA Routing Number: 026 009 593

        Account Number: 4660 0130 2972

        SWIFT Code: BOFAUS3N

        Account Name: Bioxytran, Inc.

        Phone: (800) 432-1000



 


TOTAL: $100,000


 


	For: Bioxytran, Inc. 	 	 
	 	 	 	 
	By:	 	 	Dated: October 23, 2019
	Name: 	David Platt	 	 
	Its:	CEO	 	 




     


     


    

 


EXHIBIT E


 


COMPANY CAPITALIZATION
TABLE AS OF OCTOBER 23, 2019


 


COMMON STOCK AND
COMMON STOCK EQUIVALENTS


ISSUED, OUTSTANDING
AND RESERVED


 


	DESCRIPTION	 	AMOUNT	 
	Authorized Common Stock	 	 	300,000,000	 
	Authorized Capital Stock	 	 	0	 
	Authorized Common Stock	 	 	300,000,000	 
	Issued Common Stock	 	 	85,319,673	 
	Outstanding Common Stock	 	 	85,319,673	 
	Treasury Stock	 	 	0	 
	*Authorized, but unissued	 	 	210,951,744	 
	 	 	 	 	 
	Authorized Preferred Stock	 	 	50,000,000	 
	Issued Preferred Stock	 	 	0	 
	 	 	 	 	 
	Reserved for Equity Incentive Plans	 	 	0	 
	Reserved for Convertible Debt (Included under *Authorized)	 	 	210,435,068	 
	Reserved for Options and Warrants (516,666 incl in *Authorized)	 	 	812,666	 
	Reserved for Other Purposes	 	 	0	 
	 	 	 	 	 
	TOTAL COMMON STOCK AND COMMON STOCK EQUIVALENTS OUTSTANDING	 	 	296,567,417	 



 


* This number includes all shares
reserved for Convertible Debt


 


Note: If not applicable, enter “n/a” or “zero” in Column 2.


 




     


     


    

 


CURRENT DEBT AND
LIABILITIES TABLE


 


CONVERTIBLE PROMISSORY
NOTE BALANCES AND PROMISSORY NOTE

 BALANCES


 


	DESCRIPTION	 	ISSUANCE DATE	 	 	AMOUNT	 
	Convertible Promissory Note	 	 	10/25/2018	*	 	 	250,000	 
	 	 	 	2/24/2019	*	 	 	250,000	 
	 	 	 	10/23/2019	 	 	 	108,000	 
	 	 	 	10/23/2019	 	 	 	110,000	 
	 	 	 	10/23/2019	 	 	 	120,000	 
	 	 	 	10/23/2019	 	 	 	300,000	 
	Promissory Note	 	 	 	 	 	 	n/a	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Other Debt and Liabilities	 	 	 	 	 	 	n/a	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



 


*Will be paid off on 10/24/2019


Note: If not applicable, enter “n/a” or
“zero” in Column 2.


 


To my best
knowledge and after completing the aforementioned review of the Company’s stockholder and corporate records, I am able to
certify the accuracy of the statements made herein.


 


	BIOXYTRAN, INC. 	 	 
	 	 	 	 
	By:	 	 	Dated: October 23, 2019
	Name: 	David Platt	 	 
	Title:	CEO 	 	 


 




     


     


    

 


SCHEDULE 1


 


USE OF PROCEEDS


 


Pursuant to that certain Convertible
Promissory Note between the parties listed above and dated October 23, 2019, the Company covenants that it will within, 1
month(s) of the Effective Date of the Note, it shall use approximately $100,000 of the proceeds in the manner set forth
below (the “Use of Proceeds”):


 


Partial Pay off convertible note issued on 10/25/2018





 



 


 





 



 


 





 



 


 





 



 


	BIOXYTRAN,
    INC. 	 	 
	 	 	 	 
	By:	 	 	Dated: October 23, 2019
	Name: 	David Platt	 	 
	Title:	CEO