NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN
A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. 


 


Principal Amount:
$85,000.00    Issue Date: December 12, 2016 


 


 


10%
CONVERTIBLE NOTE 


FOR
VALUE RECEIVED, LANS HOLDINGS INC., a Nevada corporation (“Borrower” or “Company”),
hereby promises to pay to the order of EMA FINANCIAL, LLC, a Delaware limited liability company, or its registered
assigns (the “Holder”), on December 12, 2017 subject to extension as set forth below, the “Maturity
Date”), the sum of $85,000.00 as set forth herein, together with interest on the unpaid principal balance hereof at the
rate of ten (10%) per annum (the “Interest Rate”) from the date of issuance hereof until this Note plus any and
all amounts due hereunder are paid in full, and any additional amounts set forth herein, including without limitation any
Additional Principal (as defined herein). Interest shall be computed on the basis of a 365-day year and the actual number of
days elapsed. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of
twenty-four (24%) per annum from the due date thereof until the same is paid (“Default Interest”). All payments
due hereunder shall be made in lawful money of the United States of America. All payments shall be made at such address as
the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note.
Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same
shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which
is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for
purposes of determining the amount of interest due on such date. As used in this Note, the term “business day”
shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are
authorized or required by law or executive order to remain closed. Each capitalized term used herein, and not otherwise
defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement entered into by and between
the Company and Holder dated on or about the date hereof, pursuant to which this Note was originally issued (the
“Purchase Agreement”). The Holder may, by written notice to the Borrower at least five (5) days before the
Maturity Date (as may have been previously extended), extend the Maturity Date to up to one (1) year following the date
of the original Maturity Date hereunder.


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



    	 	1	 



     


    

The following terms
shall apply to this Note:


ARTICLE
I. CONVERSION RIGHTS


1.1.
Conversion Right. The Holder shall have the right, in its sole and absolute


discretion,
as of June 2, 2017, to convert all or any part of the outstanding amount due under this Note into fully paid and non-assessable
shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the
Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion
Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall
the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the
sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common
Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or
unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations
contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect
to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates
of more than 4.9% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence,
beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided,
further, however, that the limitations on conversion may be waived by the Holder upon, at the election of the Holder,
not less than 61 days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply
until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The number
of shares of Common Stock to be issued upon each Conversion of this Note (“Conversion Shares”) shall be determined
by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in
the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower
by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail
(or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 11:59 p.m., New York, New
York time on such conversion date (the “Conversion


Date”).
The term “Conversion Amount” means, with respect to any Conversion of this Note, the sum of (1) the principal amount
of this Note to be converted in such Conversion, plus (2) accrued and unpaid interest, if any, on such principal amount
being converted at the interest rates provided in this Note to the Conversion Date, plus (3) at the Holder’s option,
Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2), plus (4)
any Additional Principal for such Conversion, plus (5) at the Holder’s option, any amounts owed to the Holder
pursuant to Sections 1.2(c) and 1.4(g) hereof.


1.2.
Conversion Price.


 


a)                 
Calculation of Conversion Price. The conversion price hereunder (the “Conversion Price”) shall
equal the lower of: (i) the closing sale price of the Common Stock on the Principal Market on the Trading Day immediately preceding
the Closing Date, and (ii) 60% of the lowest sale price for the Common Stock on the Principal Market during the twenty-five (25)
consecutive Trading Days immediately preceding the Conversion Date provided, however, if the Company’s share price
at any time loses the bid (ex: 0.0001 on the ask with zero market makers on the bid on level 2), then the Conversion Price may,
in the Holder’s sole and absolute discretion, be reduced to a fixed conversion price of 0.00001 (if lower than the conversion
price otherwise), and provided, that if on the date of delivery of the Conversion Shares to the Holder, or any date thereafter
while Conversion Shares are held by the Holder, the closing bid price per share of Common Stock on the Principal Market on the
Trading Day on which the Common Shares are traded is less than the sale price per share of Common Stock on the Principal Market
on the Trading Day used to calculate the Conversion Price hereunder, then such Conversion Price shall be automatically reduced
such that the Conversion Price shall be recalculated using the new low closing bid price (“Adjusted Conversion Price”)
and shall replace the Conversion Price above, and Holder shall be issued a number of additional shares such that the aggregate
number of shares


 



    	 	2	 



     


    




Holder
receives is based upon the Adjusted Conversion Price, and provided, further, that the Conversion Price shall be subject
to Section 1.2(b) below. For the purpose of clarity, any shares required to be issued as a result of an Adjusted Conversion Price
shall be deemed to be “Conversion Shares” under this Note. If an Event of Default under Section 3.9 of the Note has
occurred, Holder, in its sole discretion, may elect to use a Conversion Price which shall equal the lower of: (i) the closing sale
price of the Common Stock on the Principal Market on the Trading Day immediately preceding the Closing Date; (ii) 60% of the lowest
sale price for the Common Stock on the Principal Market during any Trading Day in which the Event of Default has not been cured.
If such Common Stock is not traded on the OTCBB, OTCQB, OTC Pink, NASDAQ or NYSE, then such sale price shall be the sale price
of such security on the principal securities exchange or trading market where such security is listed or traded or, if no sale
price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers
for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If such sale price cannot
be calculated for such security on such date in the manner provided above, such price shall be the fair market value as mutually
determined by the Borrower and the Holder. If the Borrower’s Common stock is chilled for deposit at DTC, becomes chilled
at any point while this Note remains outstanding or deposit or other additional fees are payable due to a Yield Sign, Stop Sign
or other trading restrictions, or if the closing sale price at any time falls below $0.034(as appropriately and equitably adjusted
for stock splits, stock dividends, stock contributions and similar events), then such 60% figure specified in clause 1.2(a)(ii)
above shall be reduced to 45%. In the event that the shares of the Borrower’s Common Stock are not deliverable via DWAC following
the conversion of any amount hereunder, an additional 5% discount will be attributed to the Conversion Price. Additionally, the
Borrower acknowledges that it will take all reasonable steps necessary or appropriate, including providing a board of directors
resolution authorizing the issuance of common stock to Holder . So long as the requested sale may be made pursuant to Rule 144,
the Company agrees to accept an opinion of counsel to the Holder confirming the rights of the Holder to sell shares of Common Stock
issuable or issued to Holder on conversion of this Note pursuant to Rule 144 as promulgated by the SEC (“Rule 144”),
as such Rule 144 may be in effect from time to time, which opinion will be issued at the Company’s expense and the conversion
dollar amount will be reduced by $750.00 to cover the cost of such legal opinion. “Trading Day” shall mean any day
on which the Common Stock is tradable for any period on the OTC Pink or on the principal securities exchange or other securities
market on which the Common Stock is then being traded. Additionally, if the Company ceases to be a reporting company pursuant to
the 1934 Act or if the Note cannot be converted into free trading shares after 181 days from the issuance date, an additional 15%
discount will be attributed to the Conversion Price for any and all Conversions submitted thereafter.


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


c)                 
Without in any way limiting the Holder’s right to pursue other


remedies,
including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion
of this Note is not delivered by the Deadline (as defined below) the Borrower shall pay to the Holder $1,000.00 per day in cash,
for each day beyond the Deadline that the Borrower fails to deliver such Common Stock. Such cash amount shall be paid to Holder
by the fifth day of the month following the month in which it has accrued or, at the option of the Holder, shall be added to the
principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such
additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees
that the right to convert this Note is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate,
or interference with such conversion right are difficult if not impossible to quantify. Accordingly the parties acknowledge that
the liquidated damages provision contained in this Section are justified.



    	 	3	 



     


    




1.3.              
Authorized Shares. The Borrower covenants that the Borrower will at all


times
while this Note is outstanding reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive
rights, to provide for the issuance of Common Stock upon the full conversion or adjustment of this Note. The Borrower is required
at all times to have authorized and reserved five (5) times the number of shares that is actually issuable upon full conversion
or adjustment of this Note (based on the Conversion Price of the Notes in effect from time to time)(the “Reserved Amount”).
Initially, the Company will instruct the Transfer Agent to reserve ten million four hundred and seventeen thousand (10,417,000)
shares of common stock in the name of the Holder for issuance upon conversion hereof. The Borrower represents that upon issuance,
such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities
or make any change to its capital structure which would change the number of shares of Common Stock into which this Note shall
be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter
there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion
of this Note in full. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates
for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full
authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary
certificates for shares of Common Stock in accordance with the terms and conditions of this Note.


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


1.4.              
Method of Conversion.


a)                 
Mechanics of Conversion. Subject to Section 1.1, this Note may be


converted
by the Holder in whole or in part as of June 2, 2017, by submitting to the Borrower a Notice of Conversion (by facsimile, e-mail
or other reasonable means of communication dispatched on the Conversion Date prior to 11:59 p.m., New York, New York time).


b)                 
Book Entry upon Conversion. Notwithstanding anything to the


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


c)                 
Payment of Taxes. The Borrower shall not be required to pay any tax


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


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



    	 	4	 



     


    

 


e)                 
Obligation of Borrower to Deliver Common Stock. Upon receipt by


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


f)                  
Delivery of Common Stock by Electronic Transfer. In lieu of


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


g)                 
Failure to Deliver Common Stock Prior to Deadline. Without in any


way
limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree
that if delivery of the Common Stock issuable upon conversion or adjustment of this Note is not delivered by the Deadline, the
Borrower shall pay to the Holder $1,000.00 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver
such Common Stock to the Holder. Such cash amount shall be paid to Holder by the fifth day of the month following the month in
which it has accrued or, at the option of the Holder, shall be added to the principal amount of this Note, in which event interest
shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common
Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert and/or receive shares in the event
of an adjustment is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, or interference
with such conversion or adjustment right are difficult if not impossible to qualify. Accordingly the parties acknowledge that the
liquidated damages provision contained in this Section 1.4(g) are justified.


h)                 
The Borrower acknowledges that it will take all reasonable steps


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


i)                   
Charges and Expenses. Issuance of Common Stock to Holder, or any


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



    	 	5	 



     


    




1.5.              
Restricted Securities. The shares of Common Stock issuable upon conversion


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


1.6.              
Effect of Certain Events. 


a)                 
Effect of Merger, Consolidation, Etc. At the option of the Holder, the


sale,
conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction
or series of related transactions in which more than


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


b)                 
Adjustment Due to Merger, Consolidation, Etc. If, at any time when


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


c)                 
Adjustment Due to Distribution. If the Borrower shall declare or make


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



    	 	6	 



     


    

 


d)                
Purchase Rights. If, at any time when any Notes are issued and


outstanding,
the Borrower issues any convertible securities or rights to purchase stock, warrants, securities or other property (the “Purchase
Rights”) pro rata to the record holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such
Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations
on conversion contained herein) immediately before the date on which a record is taken for the grant, issuance or sale of such
Purchase Rights or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for
the grant, issue or sale of such Purchase Rights.


e)                 
Stock Dividends and Stock Splits. If the Company, at any time while


this
Note is outstanding: (A) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock
on shares of Common Stock or any securities convertible into or exercisable for Common Stock; (B) subdivides outstanding shares
of Common Stock into a larger number of shares; (C) combines (including by way of a reverse stock split) outstanding shares of
Common Stock into a smaller number of shares; or (D) issues, in the event of a reclassification of shares of the Common Stock,
any shares of capital stock of the Company, then the Conversion Price (and each sale or bid price used in determining the Conversion
Price) shall be multiplied by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding immediately
before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such
event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date
in the case of a subdivision, combination or re-classification.


f)                  
Notice of Adjustments. Upon the occurrence of each adjustment or


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


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


1.8.              
Prepayment. Notwithstanding anything to the contrary contained in this Note,


subject
to the terms of this Section, at any time during the period beginning on the Issue Date and ending on the date which is six (6)
months following the Issue Date (“Prepayment Termination Date”), Borrower shall have the right, exercisable on not
less than five (5) Trading Days prior written notice to the Holder of this Note, to prepay the outstanding balance on this Note
(principal and accrued interest), in full, in accordance with this Section. Any notice of prepayment hereunder (an “Optional
Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the
Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than ten (10) Trading
Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”),
the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified
by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower
exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional
Prepayment Amount”) equal to the Prepayment Factor (as defined below), multiplied by the sum of: (w) the then outstanding
principal amount of this Note plus
(x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date
plus (y) Default Interest, if any, on the amounts
referred to in clauses (w) and (x) plus
(z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment
Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the
Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section. After the
Prepayment Termination Date, the Borrower shall have no right to prepay this Note. For purposes hereof, the “Prepayment
Factor” shall equal one hundred and thirty five percent (135%). 



    	 	7	 



     


    




ARTICLE
II. CERTAIN COVENANTS


2.1.
Distributions on Capital Stock. So long as the Borrower shall have any


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


2.2.
Restriction on Stock Repurchases. So long as the Borrower shall have any


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


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


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


2.5.
Advances and Loans. So long as the Borrower shall have any obligation


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


2.6.
Charter. So long as the Borrower shall have any obligations under this Note,


the
Borrower shall not amend its charter documents, including without limitation its certificate of incorporation and bylaws, in any
manner that materially and adversely affects any rights of the Holder.


ARTICLE
III. EVENTS OF DEFAULT


Any
one or more of the following events which shall occur and/or be continuing shall


constitute
an event of default (each, an “Event of Default”):


3.1.
Failure to Pay Principal or Interest. The Borrower fails to pay the principal


hereof
or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise.


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



    	 	8	 



     


    

 


3.3.
Breach of Covenants. The Borrower breaches any material covenant or other


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


3.4.
Breach of Representations and Warranties. Any representation or warranty of


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


3.5.
Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall


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


3.6.
Judgments. Any money judgment, writ or similar process shall be entered or


filed
against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $50,000.00, and shall
remain unvacated, unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent
will not be unreasonably withheld.


3.7.
Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation


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


3.8.
Delisting of Common Stock. The Borrower shall fail to maintain the listing of


the
Common Stock on at least one of the OTCBB, or OTCQB, OTC Pink or an equivalent replacement exchange, NASDAQ, the NYSE or AMEX.


3.9.
Failure to Comply with the Exchange Act. The Borrower shall fail to comply


in
any material respect with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the
reporting requirements of the Exchange Act.


3.10.
Liquidation. Any dissolution, liquidation, or winding up of Borrower or any


substantial
portion of its business.


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


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


3.13.
Financial Statement Restatement. The restatement of any financial


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


3.14.
Reverse Splits. The Borrower effectuates a reverse split of its Common Stock


without
twenty (20) days prior written notice to the Holder.


3.15.
Replacement of Transfer Agent. In the event that the Borrower proposes to


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


3.16.
Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion
documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements,
after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default
under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights
and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement
or hereunder. “Other


Agreements”
means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the
Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term “Other
Agreements” shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted
with each other loan transaction and with all other existing and future debt of Borrower to the Holder.


 



    	 	9	 



     


    

 


Upon
the occurrence and during the continuation of any Event of Default specified in Section 3.1


(solely
with respect to failure to pay the principal hereof or interest thereon when due at the Maturity Date), the Note shall become immediately
due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to
the Default Sum (as defined herein). UPON THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION
3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND THE BORROWER SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS
HEREUNDER, AN AMOUNT


EQUAL
TO: (Y) THE DEFAULT SUM (AS DEFINED HEREIN); MULTIPLIED BY (Z) TWO


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


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


ARTICLE
IV. MISCELLANEOUS


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


4.2.
Notices. All notices, demands, requests, consents, approvals, and other


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



    	 	10	 



     


    

 


4.3.
Amendments. This Note and any provision hereof may only be amended by


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


4.4.
Assignability. This Note shall be binding upon the Borrower and its


successors
and assigns, and shall inure to be the benefit of the Holder and its successors and assigns.


Each
transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the 1933 Act). Notwithstanding
anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or
other lending arrangement.


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


4.6.
Governing Law. This Note shall be governed by and construed in accordance


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


4.7.
Certain Amounts. Whenever pursuant to this Note the Borrower is required to


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


4.8.
Disclosure. Upon receipt or delivery by the Company of any notice in


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


4.9.
Notice of Corporate Events. Except as otherwise provided below, the Holder


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



    	 	11	 



     


    

 


4.10.
Remedies. The Borrower acknowledges that a breach by it of its obligations


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


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


the
Purchase Agreement.


 


 


(Remainder
of Page intentionally left blank)







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


 


LANS
HOLDINGS, INC. 


 


By: 
/s/ Anthony Ribas


Name: Anthony
Ribas 


Title:
President 


 



    	 	12	 



     


    




 


 



    	 	13	 



     


    




EXHIBIT
A 


 


NOTICE OF CONVERSION



 


The undersigned
hereby elects to convert principal under the 10% Convertible Note of LANS HOLDINGS,


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


 


By the delivery
of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does
not exceed the amounts specified under Section 1.1 of this Note, as determined in accordance with Section 13(d) of the Exchange
Act.


 


The undersigned
agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer
of the aforesaid shares of Common Stock pursuant to any prospectus.


 


Conversion
calculations:  Issue Date of Note:   Date to Effect Conversion:


 


Conversion
Price:       


 


Principal
Amount of Note to be Converted:   


 


Interest
Accrued on Account of Conversion at Issue:


 


  
 Additional Principal on Account of Conversion


 
  Pursuant to Section 1.2(b) of the Note:     


Number
of shares of Common Stock to be issued:  


 


Signature:
        


Name: 
       


Address
for Delivery of Common Stock Certificates:  


 


 


 


    Or


 


  
 DWAC Instructions:


Broker
No:  Account No: 


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








    	 	14