Exhibit 10.2


 


THIS INSTRUMENT CONTAINS
AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE
HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE.


 


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 MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE
PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT
TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. 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: $550,000.00	Issue Date: June 19, 2020
	Actual Amount of Purchase Price: $495,000.00	 


 


SELF-AMORTIZATION PROMISSORY
NOTE


 


FOR
VALUE RECEIVED, JERRICK MEDIA HOLDINGS, INC., a Nevada corporation (hereinafter called the “Company” ) (Trading
Symbol: JMDA), hereby promises to pay to the order of ___________, or registered assigns (the “Holder”), in
the form of lawful money of the United States of America, the principal sum of $550,000.00, which amount is the $495,000.00 actual
amount of the purchase price (the “Consideration”) hereof plus an original issue discount in the amount of $55,000.00
(the “OID”) (subject to adjustment herein) (the “Principal Amount”) and to pay interest on the unpaid Principal
Amount hereof at the rate of twelve percent (12%) (the “Interest Rate”) per annum from the date hereof (the “Issue
Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise, as
further provided herein. The maturity date shall be twelve (12) months from the Issue Date (the “Maturity Date”), and
is the date upon which the principal sum, the OID, as well as any accrued and unpaid interest and other fees, shall be due and
payable.


 


This Note may not be prepaid or repaid in whole or in
part except as otherwise explicitly set forth herein.


 


Interest
shall commence accruing on the date that the Note is fully funded and shall be computed on the basis of a 365-day year and the
actual number of days elapsed. Any Principal Amount or interest on this Note which is not paid when due shall bear interest at
the rate of the lesser of (i) fifteen percent (15%) per annum and (ii) the maximum amount permitted by law from the due date thereof
until the same is paid (“Default Interest”).


 


All payments
due hereunder (to the extent not converted into shares of common stock, $0.001 par value per share, of the Company (the “Common
Stock”) in accordance with the terms hereof) 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 Company 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.


 


Each capitalized
term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement,
dated as of the Issue Date, pursuant to which this Note was originally issued (the “Purchase Agreement”). 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. As used herein, the term
“Trading Day” means any day that shares of Common Stock are listed or quoted for trading on the Principal Market (as
defined in the Purchase Agreement), any tier of the OTC Markets, NASDAQ Stock Market, the New York Stock Exchange or the NYSE American.
As of the date of this Note, the Common Stock is quoted for trading on the OTCQB.


 






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


 


The following terms shall also apply to this Note:


 


ARTICLE I. CONVERSION
RIGHTS UPON DEFAULT


 


1.1
Conversion Right Upon Default. The Holder shall have the right, at any time on or following the date that an Event of Default
(as defined in this Note) occurs under this Note, to convert all or any portion of the then outstanding and unpaid Principal Amount
and interest (including any Default Interest) 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 Company into which such Common Stock shall hereafter
be changed or reclassified, at the Conversion Price (as defined below) determined as provided herein (a “Conversion”);
provided, however, that notwithstanding anything to the contrary contained herein, the a Holder shall not have the right
to convert any portion of this Note, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance
after conversion as set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s affiliates (the
“Affiliates”), and any other Persons (as defined below) acting as a group together with the Holder or any of the Holder’s
Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation
(as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder
and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to
which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i)
conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of its Affiliates or Attribution
Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject
to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any
of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1.1, beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder,
it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance
therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1.1, in determining
the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected
in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent
public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number
of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days
confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including
this Note, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares
of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common
Stock outstanding at the time of the respective calculation hereunder. “Person” and “Persons” means an
individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and any governmental entity or any department or agency thereof, with being understood that the Company may conclusively
rely on the Holder’s statements regarding beneficial ownership of the Company’s securities. The limitations contained
in this paragraph shall apply to a successor holder of this Note. The number of Conversion Shares to be issued upon each conversion
of this Note 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 Company or Company’s transfer agent 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 Company or Company’s transfer agent 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) at the Holder’s
option, accrued and unpaid interest, if any, on such Principal Amount at the Interest Rate 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).


 






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 1.2 Conversion Price.




 


(a) Calculation
of Conversion Price. The per share conversion price with respect to the shares of Common Stock hereunder into which Principal
Amount and interest (including any Default Interest) under this Note shall be convertible into at any time following the date that
an Event of Default occurs under this Note shall equal the closing bid price of the Common Stock on the Trading Day immediately
preceding the date of the respective conversion (the “Conversion Price”). 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 at the sole discretion of the Holder, the
Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may 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 adjusted by the Holder to the par value price.
The Conversion Price is subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating
to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications,
extraordinary distributions and similar events. Holder shall be entitled to deduct $1,500.00 from the conversion amount in each
Notice of Conversion to cover Holder’s fees associated with each Notice of Conversion.


 


1.3 Authorized
and Reserved Shares. The Company covenants that at all times subsequent to July 8, 2020, and until the Note is satisfied in
full, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive
rights, to provide for the issuance of a number of Conversion Shares equal to the greater of: (a) 245,000 shares of Common Stock
or (b) the sum of (i) the number of Conversion Shares issuable upon the full conversion of this Note (assuming no payment of Principal
Amount or interest) as of any issue date (taking into consideration any adjustments to the Conversion Price pursuant to Section
2 hereof or otherwise) multiplied by (ii) one and a half (1.5) (the “Reserved Amount”). The Company represents
that upon issuance, the Conversion Shares will be duly and validly issued, fully paid and non-assessable. The Company (i) acknowledges
that it has irrevocably instructed its transfer agent to issue certificates for the Conversion Shares or instructions to have the
Conversion Shares issued as contemplated by Section 1.4(f) hereof, 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 or cause the Company to
electronically issue shares of Common Stock to execute and issue the necessary certificates for the Conversion Shares or cause
the Conversion Shares to be issued as contemplated by Section 1.4(f) hereof in accordance with the terms and conditions of this
Note.


 


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


 


 1.4 Method of Conversion.




 


(a) Mechanics
of Conversion. This Note may be converted by the Holder in whole or in part, on any Trading Day, at any time on or following
the date that an Event of Default (as defined in this Note) occurs under this Note, by submitting to the Company or Company’s
transfer agent 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). Any Notice of Conversion submitted after 11:59 p.m., New York, New York time,
shall be deemed to have been delivered and received on the next Trading Day.


 


(b) Surrender of Note
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 Company unless the entire unpaid Principal
Amount is so converted. The Holder and the Company 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 Company, 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 Company
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 Company, whereupon the Company 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.






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(c) Payment
of Taxes. The Company 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 Company 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 Company the amount of any such
tax or shall have established to the satisfaction of the Company that such tax has been paid.


 


(d) Delivery
of Common Stock Upon Conversion. Upon receipt by the Company 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, the Company shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for
the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) within
one (1) Trading Day after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid
Principal Amount and interest (including any Default Interest) under this Note, surrender of this Note). If the Company shall fail
for any reason or for no reason to issue to the Holder on or prior to the Deadline a certificate for the number of Conversion Shares
or to which the Holder is entitled hereunder and register such Conversion Shares on the Company’s share register or to credit
the Holder’s balance account with DTC (as defined below) for such number of Conversion Shares to which the Holder is entitled
upon the Holder’s conversion of this Note (a “Conversion Failure”), then, in addition to all other remedies available
to the Holder, (i) the Company shall pay in cash to the Holder on each day after the Deadline and during such Conversion Failure
an amount equal to 2.0% of the product of (A) the sum of the number of Conversion Shares not issued to the Holder on or prior to
the Deadline and to which the Holder is entitled and (B) the closing sale price of the Common Stock on the Trading Day immediately
preceding the last possible date which the Company could have issued such Conversion Shares to the Holder without violating this
Section 1.4(d); and (ii) the Holder, upon written notice to the Company, may void its Notice of Conversion with respect to, and
retain or have returned, as the case may be, any portion of this Note that has not been converted pursuant to such Notice of Conversion;
provided that the voiding of an Notice of Conversion shall not affect the Company’s obligations to make any payments which
have accrued prior to the date of such notice. In addition to the foregoing, if on or prior to the Deadline the Company shall fail
to issue and deliver a certificate to the Holder and register such Conversion Shares on the Company’s share register or credit
the Holder’s balance account with DTC for the number of Conversion Shares to which the Holder is entitled upon the Holder’s
exercise hereunder or pursuant to the Company’s obligation pursuant to clause (ii) below, and if on or after such Trading
Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale
by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company, then
the Company shall, within two (2) Trading Days after the Holder’s request and in the Holder’s discretion, either (i)
pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other
reasonable and customary out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”),
at which point the Company’s obligation to deliver such certificate (and to issue such Conversion Shares) or credit such
Holder’s balance account with DTC for such Conversion Shares shall terminate, or (ii) promptly honor its obligation to deliver
to the Holder a certificate or certificates representing such Conversion Shares or credit such Holder’s balance account with
DTC and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number
of shares of Common Stock, times (B) the closing sales price of the Common Stock on the date of exercise. Nothing shall limit the
Holder’s right to pursue any other remedies available to it hereunder, 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 the Conversion Shares (or to electronically deliver such Conversion Shares) upon
the conversion of this Note as required pursuant to the terms hereof.


 






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(e) Obligation
of Borrower to Deliver Common Stock. At the time that the Holder submits the Notice of Conversion to the Company or Company’s
transfer agent, the Holder shall be deemed to be the holder of record of the Conversion Shares issuable upon such conversion, the
outstanding Principal Amount and the amount of accrued and unpaid interest (including any Default Interest) under this Note shall
be reduced to reflect such conversion, and, unless the Company 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, the Company’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the
electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) 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 Company 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 Company, and irrespective of any other circumstance which might otherwise
limit such obligation of the Company 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 sent to the Company or Company’s transfer
agent before 11:59 p.m., New York, New York time, on such date.


 


(f) Delivery
of Conversion Shares by Electronic Transfer. In lieu of delivering physical certificates representing the Conversion Shares
issuable upon conversion hereof, provided the Company is participating in the Depository Trust Company (“DTC”) Fast
Automated Securities Transfer or Deposit/Withdrawal at Custodian programs, upon request of the Holder and its compliance with the
provisions contained in Section 1.1 and in this Section 1.4, the Company shall use its best efforts to cause its transfer agent
to electronically transmit the Conversion Shares issuable upon conversion hereof to the Holder by crediting the account of Holder’s
Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.


 


1.5 Concerning
the Shares. The Conversion Shares issuable upon conversion of this Note may not be sold or transferred unless (i) such shares
are sold pursuant to an effective registration statement under the 1933 Act or (ii) the Company or its transfer agent shall have
been furnished with an opinion of counsel (which opinion shall be the Legal Counsel Opinion (as defined in the Purchase Agreement))
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, Rule 144A, Regulation S, or other applicable exemption, or (iv)
such shares are transferred to an “affiliate” (as defined in Rule 144) of the Company 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).
Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time
as the Conversion Shares have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation
S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be
immediately sold, each certificate for the Conversion Shares that has not been so included in an effective registration statement
or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall
bear a legend substantially in the following form, as appropriate:


 


“NEITHER THE
ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
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 MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED
IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD
PURSUANT TO RULE 144, RULE 144A, REGULATION S UNDER SAID ACT, OR OTHER APPLICABLE EXEMPTION. 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.”


 






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The legend
set forth above shall be removed and the Company shall issue to the Holder a certificate for the applicable Conversion Shares without
such legend upon which it is stamped or (as requested by the Holder) issue the applicable Conversion Shares by electronic delivery
by crediting the account of such holder’s broker with DTC, if, unless otherwise required by applicable state securities laws:
(a) such Conversion Shares are registered for sale under an effective registration statement filed under the 1933 Act or otherwise
may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number
of securities as of a particular date that can then be immediately sold, or (b) the Company or the Holder provides the Legal Counsel
Opinion (as contemplated by and in accordance with Section 4(m) of the Purchase Agreement) to the effect that a public sale or
transfer of such Conversion Shares may be made without registration under the 1933 Act, which opinion shall be accepted by the
Company so that the sale or transfer is effected. The Company shall be responsible for the fees of its transfer agent and all DTC
fees associated with any such issuance. The Holder agrees to sell all Conversion Shares, including those represented by a certificate(s)
from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that
the Company does not accept the opinion of counsel provided by the Holder with respect to the transfer of Conversion Shares pursuant
to an exemption from registration, such as Rule 144, Rule 144A, Regulation S, or other applicable exemption, at the Deadline, notwithstanding
that the conditions of Rule 144, Rule 144A, Regulation S, or other applicable exemption, as applicable, have been met, it will
be considered an Event of Default under this Note.


 


 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 Company, or the consolidation, merger or other business combination of the Company with or into any other
Person (as defined below) or Persons when the Company is not the survivor shall either: (i) be deemed to be an Event of Default
pursuant to which the Company 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 (defined in Section 3.20) 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 this Note, 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 Company shall be changed into the same or a different number of shares
of another class or classes of stock or securities of the Company or another entity, or in case of any sale or conveyance of all
or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company,
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 Company shall not effectuate any transaction described in this
Section 1.6(b) unless (a) it first gives, to the extent practicable, at least 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 the Holder shall be entitled to convert this Note) and (b) the resulting
successor or acquiring entity (if not the Company) 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 Company 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 Company’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.


 






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(d) Purchase
Rights. If, at any time when all or any portion of this Note is issued and outstanding, the Company 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) Dilutive
Issuance. If the Company, at any time while this Note or any amounts due hereunder are outstanding, issues, sells or grants
(or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right
to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any
option to purchase or other disposition), any Common Stock or other securities convertible into, exercisable for, or otherwise
entitle any person or entity the right to acquire, shares of Common Stock (including, without limitation, upon conversion of this
Note, and any convertible notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective
price per share that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such
issuances, collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Stock or other securities
so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise
or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance,
be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance
shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion
Price shall be reduced, at the option of the Holder, to a price equal to the Base Conversion Price. If the Company enters into
a Variable Rate Transaction, despite the prohibition set forth in the Purchase Agreement, the Company shall be deemed to have issued
Common Stock or Common Stock Equivalents at the lowest possible price per share at which such securities could be issued in connection
with such Variable Rate Transaction. Such adjustment shall be made whenever such Common Stock or other securities are issued. Notwithstanding
the foregoing, no adjustment will be made under this Section 1.6(e) in respect of an Exempt Issuance. In the event of an issuance
of securities involving multiple tranches or closings, any adjustment pursuant to this Section 1.6(e) shall be calculated as if
all such securities were issued at the initial closing.


 


An “Exempt
Issuance” shall mean the issuance of (a) shares of Common Stock or other securities to officers or directors of the Company
pursuant to any stock or option or similar equity incentive plan duly adopted for such purpose, by a majority of the non-employee
members of the Company’s Board of Directors or a majority of the members of a committee of non-employee directors established
for such purpose in a manner which is consistent with the Company’s prior business practices; (b) securities issued pursuant
to a merger, consolidation, acquisition or similar business combination approved by a majority of the disinterested directors of
the Company, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself
or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company
and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction
in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business
is investing in securities; (c) securities issued pursuant to any equipment loan or leasing arrangement, real property leasing
arrangement or debt financing from a bank or similar financial institution approved by a majority of the disinterested directors
of the Company; or (d) securities issued with respect to which the Holder waives its rights in writing under this Section 1.6(e).


 


(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 Company, 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 Company 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 [Intentionally
Omitted].


 






    7


     


    

 


1.8 Status
as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the Conversion Shares covered thereby (other than
the Conversion Shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion
of the Reserved Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s
rights as a Holder of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates
for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because
of a failure by the Company to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received
certificates for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect
to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a
holder of Common Stock by so notifying the Company) the Holder shall regain the rights of a Holder of this Note with respect to
such unconverted portions of this Note and the Company shall, as soon as practicable, return such unconverted Note to the Holder
or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted.
In all cases, the Holder shall retain all of its rights and remedies for the Company’s failure to convert this Note.


 


1.9 Prepayment.
At any time prior to the date that an Event of Default occurs under this Note (the “Prepayment Period”), the Company
shall have the right, exercisable on not less than one (1) Trading Day prior written notice to the Holder of the Note, to prepay
the outstanding Principal Amount and interest then due under this Note, in whole or in part, in accordance with this Section 1.9.
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 Company is exercising its right to prepay the Note, and (2) the date of
prepayment which shall be not more than one (1) Trading Days from the date of the Optional Prepayment Notice. On the date fixed
for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the amounts designated below to
or upon the order of the Holder as specified by the Holder in writing to the Company at least one (1) business day prior to the
Optional Prepayment Date. If the Company exercises its right to prepay the Note in accordance with this Section 1.9, the Company
shall make payment to the Holder of an amount in cash equal to the sum of: (w) 100% multiplied by the Principal Amount then outstanding
plus (x) accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date.


 


If the Company delivers an
Optional Prepayment Notice and fails to pay the applicable prepayment amount due to the Holder of the Note as provided in this
Section 1.9, then the Company shall forever forfeit its right to prepay any part of the Note pursuant to this Section 1.9.


 


1.10 Repayment
from Proceeds. While any portion of the outstanding Principal Amount and interest (including Default Interest) under this Note
are due and owing, if the Company receives cash proceeds from any source or series of related or unrelated sources, including but
not limited to, from payments from customers, the issuance of equity or debt, the conversion of outstanding warrants of the Company,
the issuance of securities pursuant to an equity line of credit of the Company or the sale of assets, the Company shall, within
three (3) business days of Company’s receipt of such proceeds, inform the Holder of such receipt, following which the Holder
shall have the right in its sole discretion to require the Company to immediately apply all or any portion of such proceeds to
repay all or any portion of the outstanding Principal Amount and interest (including any Default Interest) then due under this
Note. Failure of the Company to comply with this provision shall constitute an Event of Default.


 


ARTICLE II. RANKING
AND CERTAIN COVENANTS


 


2.1 Ranking
and Security. The obligations of the Company under this Note shall rank senior with respect to any and all unsecured Indebtedness
incurred following the Issue Date.


 


2.2 Other
Indebtedness. So long as the Company shall have any obligation under this Note, the Company shall not (directly or indirectly
through any Subsidiary or affiliate) incur or suffer to exist or guarantee any unsecured Indebtedness that is senior to or pari
passu with (in priority of payment and performance) the Company’s obligations hereunder. As used in this Section 2.2, the
term “Borrower” means the Company and any Subsidiary of the Company. As used herein, the term “Indebtedness”
means (a) all indebtedness of the Company for borrowed money or for the deferred purchase price of property or services, including
any type of letters of credit, but not including deferred purchase price obligations in place as of the Issue Date and as disclosed
in the SEC Documents or obligations to trade creditors incurred in the ordinary course of business, (b) all obligations of the
Company evidenced by notes, bonds, debentures or other similar instruments, (c) purchase money indebtedness hereafter incurred
by the Company to finance the purchase of fixed or capital assets, including all capital lease obligations of the Company which
do not exceed the purchase price of the assets funded, (d) all guarantee obligations of the Company in respect of obligations of
the kind referred to in clauses (a) through (c) above that the Company would not be permitted to incur or enter into, and (e) all
obligations of the kind referred to in clauses (a) through (d) above that the Company is not permitted to incur or enter into that
are secured and/or unsecured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to
be secured and/or unsecured by) any lien or encumbrance on property (including accounts and contract rights) owned by the Company,
whether or not the Company has assumed or become liable for the payment of such obligation.


 






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2.3 Distributions
on Capital Stock. So long as the Company shall have any obligation under this Note, the Company 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 Company’s
disinterested directors.


 


2.4 Restriction
on Stock Repurchases and Debt Repayments. So long as the Company shall have any obligation under this Note, the Company 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 Company
or any warrants, rights or options to purchase or acquire any such shares, or repay any pari passu or subordinated indebtedness
of Borrower.


 


2.5 Sale
of Assets. So long as the Company shall have any obligation under this Note, the Company 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.


 


2.6 Advances
and Loans; Affiliate Transactions. So long as the Company shall have any obligation under this Note, the Company shall not,
without the Holder’s written consent, lend money, give credit, make advances to or enter into any transaction with any person,
firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates
of the Company, except loans, credits or advances (a) in existence or committed on the Issue Date and which the Company has informed
Holder in writing prior to the Issue Date, (b) in regard to transactions with unaffiliated third parties, made in the ordinary
course of business or (c) in regard to transactions with unaffiliated third parties, not in excess of $100,000. So long as the
Company shall have any obligation under this Note, the Company shall not, without the Holder’s written consent, repay any
affiliate (as defined in Rule 144) of
the Company in connection with any indebtedness or accrued amounts owed to any such party.


 


2.7 Section
3(a)(9) or 3(a)(10) Transaction. So long as this Note is outstanding, unless expressly approved of in writing by the Holder,
the Company shall not enter into any transaction or arrangement structured in accordance with, based upon, or related or pursuant
to, in whole or in part, either Section 3(a)(9) of the Securities Act (a “3(a)(9) Transaction”) or Section 3(a)(10)
of the Securities Act (a “3(a)(10) Transaction”). In the event that the Company does enter into, or makes any issuance
of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10) Transaction while this note is outstanding, a liquidated damages
charge of 25% of the outstanding principal balance of this Note, but not less than $25,000, will be assessed and will become immediately
due and payable to the Holder at its election in the form of a cash payment or added to the balance of this Note (under Holder's
and Company’s expectation that this amount will tack back to the Issue Date).





 






    9


     


    

 


2.8 Preservation
of Business and Existence, etc. So long as the Company shall have any obligation under this Note, the Company shall not, without
the Holder’s written consent, (a) change the nature of its business; (b) sell, divest, change the structure of any material
assets other than in the ordinary course of business; or (c) enter into any variable rate transactions or Merchant Cash Advance
transactions. In addition, so long as the Company shall have any obligation under this Note, the Company shall maintain and preserve,
and cause each of its Subsidiaries to maintain and preserve, its existence, rights and privileges, and become or remain, and cause
each of its Subsidiaries (other than dormant Subsidiaries that have no or minimum assets) to become or remain, duly qualified and
in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction
of its business makes such qualification necessary.


 


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


 


2.10 Lost,
Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the
Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company
shall execute and deliver to the Holder a new Note.


 


ARTICLE III. EVENTS
OF DEFAULT


 


It shall
be considered an event of default if any of the following events listed in this Article III (each, an “Event of Default”)
shall occur that are not cured by the Company within three (3) business days (provided, however, that the aforementioned three
(3) business day cure period shall not apply to any event of default under Sections 3.1, 3.2, and/or 3.19):


 


3.1 Failure
to Pay Principal or Interest. The Company fails to pay the Principal Amount hereof or interest thereon when due on this Note,
whether at maturity, upon acceleration or otherwise, or fails to fully comply with Section 1.10 of this Note.


 


3.2 Conversion
and the Shares. The Company (i) fails to issue Conversion Shares to the Holder (or announces or threatens in writing that it
will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the
terms of this Note, (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form)
any certificate for the Conversion Shares issuable to the Holder upon conversion of
or otherwise pursuant to this Note as and when required by this Note, (iii) reserve the Reserved Amount at all times, or (iii)
the Company 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 the Conversion Shares issuable 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 Conversion Shares 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 two (2) Trading Days after
the Holder shall have delivered a Notice of Conversion. It is an obligation of the Company 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 Company to its transfer agent. If at the option of the Holder, the Holder advances any funds to the
Company’s transfer agent in order to process a conversion, such advanced funds shall be paid by the Company to the Holder
within forty eight (48) hours of a demand from the Holder.


 






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3.3 Breach of Agreements and
Covenants. The Company breaches any material agreement, covenant or other material term or condition contained in the
Purchase Agreement, this Note, the Warrant described in the Purchase Agreement, the Irrevocable Transfer Agent Instructions
or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith.


 


3.4 Breach
of Representations and Warranties. Any representation or warranty of the Company made in the Purchase Agreement, this Note,
the Warrant described in the Purchase Agreement, the Irrevocable Transfer Agent Instructions or in any agreement, statement or
certificate given in writing pursuant hereto or in connection herewith or therewith 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 Company or any subsidiary of the Company 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 Company or any subsidiary of the Company or any
of its property or other assets for more than $500,000, 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 Company or any subsidiary of the
Company.


 


3.8 Failure
to Comply with the 1934 Act. At any time after the Issue Date, the Company shall fail to comply with the reporting requirements
of the 1934 Act and/or the Company shall cease to be subject to the reporting requirements of the 1934 Act. It shall be an Event
of Default under this Section 3.9 if the Company shall file any Notification of Late Filing on Form 12b-25 with the SEC.


 


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


 


3.10 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 Company’s ability to continue as a “going concern”
shall not be an admission that the Company cannot pay its debts as they become due.


 


3.11 Maintenance
of Assets. The failure by Borrower 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).


 


3.12 Financial
Statement Restatement. The restatement of any financial statements filed by the Company 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.


 


3.13 Replacement
of Transfer Agent. In the event that the Company proposes to replace its transfer agent, the Company 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 Company.


 


3.14 Cross-Default.
The declaration of an event of default by any lender or other extender of credit to the Company under any notes, loans, agreements
or other instruments of the Company evidencing any Indebtedness of the Company (including those filed as exhibits to or described
in the Company’s filings with the SEC), after the passage of all applicable notice and cure or grace periods.


 






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3.15 Variable
Rate Transactions. The Company consummates a Variable Rate Transaction at any time on or after the Issue Date (excluding this
Note).


 


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


 


3.17 Unavailability
of Rule 144. If, at any time on or after the date which is six (6) months after the Issue Date, the Holder is unable to (i)
obtain a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder, the Holder’s
brokerage firm (and respective clearing firm), and the Company’s transfer agent in order to facilitate the Holder’s
conversion of any portion of the Note into free trading shares of the Company’s Common Stock pursuant to Rule 144, and/or
(ii) thereupon deposit such shares into the Holder’s brokerage account.


 


3.18 Delisting
or Suspension of Trading of Common Stock. If, at any time on or after the Issue Date, the Company’s Common Stock (i)
is suspended from trading, (ii) halted from trading, and/or (iii) fails to be quoted or listed (as applicable) on any level of
the OTC Markets, any tier of the NASDAQ Stock Market, the New York Stock Exchange, or the NYSE American.


 


3.19 Failure
to Pay an Amortization Payment. The Company fails to pay an Amortization Payment (as defined in this Note) when due as provided
in Section 4.17 of this Note.


 


3.20 Rights
and Remedies Upon an Event of Default. Upon the occurrence and during the continuation of any Event of Default specified in
this Article III, this Note shall become immediately due and payable and the Company shall pay to the Holder, in full satisfaction
of its obligations hereunder, an amount (the “Default Amount”) equal to the Principal Amount then outstanding plus
accrued interest (including any Default Interest) through the date of full repayment multiplied by 125%. Holder may, in its sole
discretion, determine to accept payment part in Common Stock and part in cash pursuant to the terms of this Note. For purposes
of payments in Common Stock, the conversion formula set forth in Section 1.2 shall apply. Upon an uncured Event of Default, all
amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby
are expressly waived by the Company, 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.


 


Upon the occurrence of any
Event of Default, and in addition to any other right or remedy of the Holder hereunder, under the related transaction documents,
or otherwise at law or in equity, the Company hereby irrevocably authorizes and empowers Holder or its legal counsel, each as the
Company’s attorney-in-fact, to appear ex parte and with notice to the Company to confess judgment against the Company for
the unpaid amount of this Note. The judgment shall set forth the amount then due hereunder, plus attorney’s fees and cost
of suit, and to release all errors, and waive all rights of appeal. The Company waives the right to contest Holder’s rights
under this section, including without limitation the right to any stay of execution and the benefit of all exemption laws now or
hereafter in effect. No single exercise of the foregoing right and power to confess judgment will be deemed to exhaust such power,
whether or not any such exercise shall be held by any court to be invalid, voidable, or void, and such power shall continue undiminished
and may be exercised from time to time as the Holder may elect until all amounts owing on this Note have been paid in full. The
Company shall provide a signed and notarized copy of the affidavit of confession of judgment attached hereto as Exhibit “B”
on or before the Closing Date.


 


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 of the Holder existing hereunder
are cumulative to, and not exclusive of, any rights or remedies otherwise available.


 






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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, e-mail 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 e-mail or facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (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.
The addresses for such communications shall be:


 


If to the Company, to:


 


JERRICK MEDIA HOLDINGS,
INC.


2050 Center Avenue, Suite 640


Fort Lee, NJ 07024


Attention: Jeremy Frommer


e-mail: jeremy@jerrick.media


 


If to the Holder:


 


________________


________________


________________


________________


 


4.3 Amendments.
This Note and any provision hereof may only be amended by an instrument in writing signed by the Company and the Holder. The term
“Note” and all reference thereto, as used throughout this instrument, shall mean this instrument 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 Company and its successors and assigns, and shall inure to be the benefit of the Holder and
its successors and assigns. Neither the Company nor the Holder shall assign this Note or any rights or obligations hereunder without
the prior written consent of the other. Notwithstanding the foregoing, the Holder may assign its rights hereunder to any “accredited
investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction from the Holder or to any of its “affiliates”,
as that term is defined under the 1934 Act, without the consent of the Company. 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. The Holder and
any assignee, by acceptance of this Note, acknowledge and agree that 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.


 


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








 






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4.6 Governing
Law; Venue; Attorney’s Fees.
This Note shall be governed by
and construed in accordance with the laws of the State of Nevada without regard
to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Note or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in the state
courts located in the Commonwealth of Massachusetts or federal courts located in the Commonwealth of Massachusetts. The Company
hereby irrevocably waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense
based on lack of jurisdiction or venue or based upon forum non conveniens. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS NOTE OR ANY TRANSACTIONS CONTEMPLATED HEREBY. Each party hereby irrevocably waives personal service
of process and consents to process being served in any suit, action or proceeding in connection with this Note or any other agreement,
certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any other manner permitted by law. The prevailing party in any action
or dispute brought in connection with this the Note or any other agreement, certificate, instrument or document contemplated hereby
or thereby shall be entitled to recover from the other party its reasonable attorney’s fees and costs.


 


4.7 Certain
Amounts. Whenever pursuant to this Note the Company 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 Company 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 Company 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 Company
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 Purchase
Agreement. The Company and the Holder shall be bound by the applicable terms of the Purchase Agreement and the documents entered
into in connection herewith and therewith.


 


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 Company shall provide the Holder with prior
notification of any meeting of the Company’s shareholders (and copies of proxy materials and other information sent to shareholders).
In the event of any taking by the Company 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 Change
in Control or any proposed liquidation, dissolution or winding up of the Company, the Company 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 Company shall make a public announcement of any event requiring notification to the Holder
hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this Section 4.9.


 


4.10 Remedies.
The Company 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 Company 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 Company 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.


 






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


 


4.12 Usury.
To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and
will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any
time hereafter in force, in connection with any action or proceeding that may be brought by the Holder in order to enforce any
right or remedy under this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed and
provided that the total liability of the Company under this Note for payments which under the applicable law are in the nature
of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without
limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other
sums which under the applicable law in the nature of interest that the Company may be obligated to pay under this Note exceed such
Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by applicable law and applicable to this Note
is increased or decreased by statute or any official governmental action subsequent to the Issue Date, the new maximum contract
rate of interest allowed by law will be the Maximum Rate applicable to this Note from the effective date thereof forward, unless
such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate
is paid by the Company to the Holder with respect to indebtedness evidenced by this the Note, such excess shall be applied by the
Holder to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess
to be at the Holder’s election.


 


4.13 Severability.
In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law (including
any judicial ruling), 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 enforceability of any other provision of this Note.


 


4.14 Terms
of Future Financings. So long as this Note is outstanding, upon any issuance by the Company or any of its subsidiaries of any
security, or amendment to a security that was originally issued before the Issue Date, with any term that the Holder reasonably
believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Holder
reasonably believes was not similarly provided to the Holder in this Note, then (i) the Company shall notify the Holder of such
additional or more favorable term within three (3) business days of the issuance and/or amendment (as applicable) of the respective
security, and (ii) such term, at Holder’s option, shall become a part of the transaction documents with the Holder (regardless
of whether the Company complied with the notification provision of this Section 4.14). The types of terms contained in another
security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion
discounts, prepayment rate, conversion lookback periods, interest rates, and original issue discounts.


 


4.15 Dispute
Resolution. In the case of a dispute as to the determination of the Conversion Price, Conversion Amount, any prepayment
amount or Default Amount, Issue, Closing or Maturity Date, the closing bid price, or fair market value (as the case may be)
or the arithmetic calculation of the Conversion Price or the applicable prepayment amount(s) (as the case may be), the
Company or the Holder shall submit the disputed determinations or arithmetic calculations via facsimile (i) within one (1)
Trading Day after receipt of the applicable notice giving rise to such dispute to the Company or the Holder or (ii) if no
notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If
the Holder and the Company are unable to agree upon such determination or calculation within one (1) Trading Day of such
disputed determination or arithmetic calculation (as the case may be) being submitted to the Company or the Holder, then the
Company shall, within one (1) Trading Day, submit (a) the disputed determination of the Conversion Price, the closing bid
price, the or fair market value (as the case may be) to an independent, reputable investment bank selected by the Company and
approved by the Holder or (b) the disputed arithmetic calculation of the Conversion Price, Conversion Amount, any prepayment
amount or Default Amount, to an independent, outside accountant selected by the Holder that is reasonably acceptable to the
Company. The Company shall cause at its expense the investment bank or the accountant to perform the determinations or
calculations and notify the Company and the Holder of the results no later than one (1) Trading Day from the time it receives
such disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation
shall be binding upon all parties absent demonstrable error.


 






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4.16 ACH
Option. Notwithstanding anything contained herein to the contrary, at any time on or after the date that an Event of Default
occurs under this Note, and at the Holder’s option in addition to the right to conversion as set forth above and any other
rights and remedies as set forth in this Note, the Holder may deduct ACH payments from the bank account of the Company (or any
of its subsidiaries) in the amount of up to $59,200.00 per calendar month until such time as the Company has paid an amount equal
to the principal balance, interest, accrued interest, Default Amount and any other fees as set forth in the Note. Borrower shall
provide Holder with all required access codes to effectuate any and all ACH debit transactions as provided for in this Note. Borrower
understands that it is responsible for ensuring that at least the minimum amounts identified above remain in the Company’s
bank account (the “Bank Account”) on each business day until this Note is satisfied in full, and that the Company shall
be responsible for any charges incurred by the Holder resulting from a rejected ACH attempt, insufficient funds in the Bank Account,
and/or all related bank charges. Such charges shall be immediately added to the outstanding balance of the Note. Holder shall not
be responsible for any overdrafts or rejected transactions that result from Holder’s ACH debiting of the Company’s
bank account as provided in this Note.


 


The Holder may, from time
to time, provide a schedule to the Company via electronic mail (each a “Schedule”), showing the outstanding balance
of the Note as well as all ACH debits, conversion amounts, and/or all other adjustments as provided in the Note (the “Schedule”).
If the Company does not respond to the Holder, via electronic mail, stating that the respective Schedule is accurate or disputing
the amounts contained therein (with objective documentation unequivocally supporting such dispute), within two (2) business days
of receipt of the respective Schedule, then the Company shall be deemed to have irrevocably approved the amounts contained in such
respective Schedule.


 


4.17 Amortization
Payments. The Company shall make the following amortization payments (each an “Amortization Payment”) in cash to
the Holder towards the repayment of this Note, as provided in the following table:


 


	Payment Date:	 	Payment Amount:	 
	 9/16/2020	 	$	59,200.00	 
	10/16/2020	 	$	59,200.00	 
	11/18/2020	 	$	59,200.00	 
	12/18/2020	 	$	59,200.00	 
	1/18/2021	 	$	59,200.00	 
	2/18/2021	 	$	59,200.00	 
	3/18/2021	 	$	59,200.00	 
	4/16/2021	 	$	59,200.00	 
	5/18/2021	 	$	59,200.00	 
	6/18/2021	 	$	59,368.79	 



 


(a) With
respect to the first Amortization Payment originally due on September 16, 2020 (the “First Amortization Payment”),
the Company may notify the Holder on or before September 16, 2020, that the Company is electing to extend the due date of the First
Amortization Payment to October 16, 2020 (the “First Amortization Payment Extension”) as further provided herein. If
the Company exercises the First Amortization Payment Extension, then the First Amortization Payment shall be due on October 16,
2020 and the Company shall pay $5,920.00 (the “First Amortization Payment Extension Fee”) to the Holder on or before
September 16, 2020. For the avoidance of doubt, the First Amortization Payment Extension shall not affect the due date of any other
Amortization Payment and the First Amortization Payment Extension Fee shall not reduce the amounts owed under the Note. The Company
shall not be permitted to exercise the First Amortization Payment Extension if an Event of Default occurs under the Note.


 






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(b) If
the Company exercised the First Amortization Payment Extension and fully complied with Section 4.17(a) of this Note, then the Company
may notify the Holder on or before October 16, 2020, that the Company is electing to further extend the due date of the First Amortization
Payment to November 18, 2020 (the “Additional First Amortization Payment Extension”) as further provided herein. If
the Company exercises the Additional First Amortization Payment Extension, then the First Amortization Payment shall be due on
November 18, 2020 and the Company shall pay $5,920.00 (the “Additional First Amortization Payment Extension Fee”) to
the Holder on or before October 16, 2020. For the avoidance of doubt, the Additional First Amortization Payment Extension shall
not affect the due date of any other Amortization Payment and the Additional First Amortization Payment Extension Fee shall not
reduce the amounts owed under the Note. The Company shall not be permitted to exercise the Additional First Amortization Payment
Extension if an Event of Default occurs under the Note.


 


(c) With
respect to the second Amortization Payment originally due on October 16, 2020 (the “Second Amortization Payment”),
the Company may notify the Holder on or before October 16, 2020, that the Company is electing to extend the due date of the Second
Amortization Payment to November 18, 2020 (the “Second Amortization Payment Extension”) as further provided herein.
If the Company exercises the Second Amortization Payment Extension, then the Second Amortization Payment shall be due on November
18, 2020 and the Company shall pay $5,920.00 (the “Second Amortization Payment Extension Fee”) to the Holder on or
before October 16, 2020. For the avoidance of doubt, the Second Amortization Payment Extension shall not affect the due date of
any other Amortization Payment and the Second Amortization Payment Extension Fee shall not reduce the amounts owed under the Note.
The Company shall not be permitted to exercise the Second Amortization Payment Extension if an Event of Default occurs under the
Note.


 


4.18 Right
of First Refusal. If at any time while this Note is outstanding, the Company has a bona fide offer of capital or financing
from any 3rd party, that the Company intends to act upon, then the Company must first offer such opportunity to the Holder to provide
such capital or financing to the Company on the same terms as each respective 3rd party’s terms. Should the Holder be unwilling
or unable to provide such capital or financing to the Company within 5 trading days from Holder’s receipt of written notice
of the offer (the “Offer Notice”) from the Company, then the Company may obtain such capital or financing from that
respective 3rd party upon the exact same terms and conditions offered by the Company to the Holder, which transaction must be completed
within 30 days after the date of the Offer Notice. If the Company does not receive the capital or financing from the respective
3rd party within 30 days after the date of the respective Offer Notice, then the Company must again offer the capital or financing
opportunity to the Holder as described above, and the process detailed above shall be repeated. The Offer Notice must be sent via
electronic mail to ___________.


 


 


[signature page follows]








 






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IN WITNESS WHEREOF, Borrower
has caused this Note to be signed in its name by its duly authorized officer on June 19, 2020.


 


JERRICK MEDIA HOLDINGS, INC.


  


	By:	 	 
	 	Name: Jeremy Frommer	 
	 	Title: Chief Executive Officer	 





 


 


 


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