Exhibit 10.1


 


NEITHER
THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”) OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH
THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT AND SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.


 


CONVERTIBLE
PROMISSORY NOTE


 


	Principal
    Amount: $75,000.00	Issue
    Date: February 5, 2021
	 	Maturity
    Date: February 5, 2022


 


For
good and valuable consideration, Deep Green Waste & Recycling, Inc., a Wyoming corporation (“Maker”),
hereby makes and delivers this Promissory Note (this “Note”) in favor of GPL Ventures LLC, or its assigns
(“Holder”), and hereby agrees as follows:


 


ARTICLE
I. 

PRINCIPAL AND INTEREST


 


Section
1.1 For value received, Maker promises to pay to Holder at such place as Holder or its assigns may designate in writing,
in currently available funds of the United States, the principal Amount of Seventy Five Thousand Dollars ($75,000.00).
Maker’s obligation under this Note shall accrue interest at the rate of ten percent (10.0%) per annum from the date
hereof until paid in full. Interest shall be computed on the basis of a 365-day year or 366-day year, as applicable, and actual
days lapsed. Accrual of interest shall commence on the first business day to occur after the Issue Date and continue until payment
in full of the Principal Amount has been made or duly provided for.


 


Section
1.2


 


a.
All payments
shall be applied first to interest,
then to principal and shall be
credited to the Maker’s account on the date that such payment is physically received by the Holder.


 


b.
All principal
and accrued interest
then outstanding shall be due and payable by the Maker
to the Holder on or before
February 5, 2022 (the “Maturity Date”).


 


c.
Maker shall have no right to prepay all or any
part of the principal under this Note.


 


d.
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 Maker and will not impose personal liability upon the holder thereof.


 




    	1



     


    

 


Section
1.3 This Note is issued solely for value received, paid by Holder to Maker by wire (“Consideration”). The Principal
Amount due to Holder shall be prorated based on the consideration actually paid by Holder to Maker, such that the Maker is only
required to repay the amount of consideration and the Maker is not required to repay any unfunded portion of this Note.


 


ARTICLE
II.


CONVERSION
RIGHTS; CONVERSION PRICE


 


Section
2.1 Conversion. The Holder or its assigns shall have the right, from time to time, commencing on the Issuance Date of this
Note, to convert any part of the outstanding interest or Principal Amount of this Note into fully paid and non-assessable shares
of Common Stock of the Maker (the “Notice Shares”) at the Conversion Price determined as provided herein. Promptly
after delivery to Maker of a Notice of Conversion of Convertible Note in the forms attached hereto as Exhibit 1, or any
other form provided by the Holder, properly completed and duly executed by the Holder or its assigns (a “Conversion Notice”),
the Maker shall issue and deliver to or upon the order of the Holder that number of shares of Common Stock for the that portion
of this Note to be converted as shall be determined in accordance herewith.


 


No
fraction of a share or scrip representing a fraction of a share will be issued on conversion, but the number of shares issuable
shall be rounded to the nearest whole share. The date on which Notice of Conversion is given (the “Conversion Date”)
shall be deemed to be the date on which the Holder faxes, mails or emails the Notice of Conversion duly executed to the Maker.
Certificates representing Common Stock upon conversion will be delivered to the Holder within two (2) trading days from the date
the Notice of Conversion is delivered to the Maker. Delivery of shares upon conversion shall be made to the address specified
by the Holder or its assigns in the Notice of Conversion.


 


Section
2.2. Conversion Price. Upon any conversion of this Note, the Conversion Price shall equal to the lesser of a) $0.01 or b)
Sixty Percent (60%) of the lowest Trading Price (defined below) during the Valuation Period (defined below), and the Conversion
Amount shall be the amount of principal or interest electively converted in the Conversion Notice. The total number of shares
due under any conversion notice (“Notice Shares”) will be equal to the Conversion Amount divided by the Conversion
Price.


 


On
the date that a Conversion Notice is delivered to Holder, the Company shall deliver an estimated number of shares (“Estimated
Shares”) to Holder’s brokerage account equal to the Conversion Amount divided by the lesser of a) $0.01 or b) 60%
of the Market Price. “Market Price” shall mean the lowest of the daily Trading Price for the Common Stock during the
twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date.


 


The
“Valuation Period” shall mean twenty (20) Trading Days, commencing on the first Trading Day following delivery and
clearing of the Notice Shares in Holder’s brokerage account, as reported by Holder (“Valuation Start Date”).
If at any time, one or multiple times, during the Valuation Period the number of Estimated Shares delivered to Holder is less
than the Notice Shares, the company must immediately deliver enough shares equal to the difference. A Conversion Amount will not
be considered fully converted until the end of the Valuation Period for that Conversion Amount.


 




    	2



     


    

 


“Trading
Price” means, for any security as of any date, any trading price on the OTC Markets, or other applicable trading market
(the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to
Maker and Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the price of such security
on the principal securities exchange or trading market where such security is listed or traded. “Trading Day” shall
mean any day on which the Common Stock is tradable for any period on the OTCBB, or on the principal securities exchange or other
securities market on which the Common Stock is then being traded.


 


Section
2.2.5. Pending Legislation. As of the Issue Date hereof, proposed legislation exists, namely proposed amendments to Rule 144(d)(3)(ii)
proposed on December 22, 2020 in SEC Release 2020-336, that would fundamentally change the economic terms of this Note. In the
event the rule becomes law and becomes effective while any amounts are outstanding under this Note, Section 2.2 hereof shall be
automatically amended to contain only a fixed conversion price of $0.01 per share. In the event that the Borrower is in default
of any of the provisions of the Note or other Transaction Documents, and the Company has not cured said default within five (5)
calendar days, the fixed conversion price shall be reduced to $0.005 per share (the “Default Fixed Price”) in addition
to any other principal adjustments, default interest, or other remedies available to it under law. In the event the final rule,
or any other combination of final rules, make this provision inoperable, invalid, or otherwise have an effect that changes the
economics of the transactions contemplated hereby, the pertinent clause or mechanic of operation shall be stricken and only the
fixed price provision shall remain.


 


Section
2.3. Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Maker shall reorganize
its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Maker is not the surviving
corporation or where there is a change in or distribution with respect to the Common Stock of the Maker), or sell, transfer or
otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms
of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor
or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants
or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation
(“Other Property”), are to be received by or distributed to the holders of Common Stock of the Maker, then Holder
shall have the right thereafter to receive, upon conversion of this Note, the number of shares of common stock of the successor
or acquiring corporation or of the Maker, if it is the surviving corporation, and Other Property receivable upon or as a result
of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of
Common Stock into which this Note is convertible immediately prior to such event. In case of any such reorganization, reclassification,
merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Maker) shall expressly
asAmounte the due and punctual observance and performance of each and every covenant and condition of this Note to be performed
and observed by the Maker and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate
(as determined in good faith by resolution of the Board of Directors of the Maker) in order to provide for adjustments of the
number of shares of common stock into which this Note is convertible which shall be as nearly equivalent as practicable to the
adjustments provided for in this Section 2.3(a). For purposes of this Section 2.3(a), “common stock of the successor or
acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets
over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences
of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately
or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for
or purchase any such stock. The foregoing provisions of this Section 2.3(a) shall similarly apply to successive reorganizations,
reclassifications, mergers, consolidations or disposition of assets.


 




    	3



     


    

 


Section
2.4. Restrictions on Securities. This Note has been issued by the Maker pursuant to the exemption from registration
under the Securities Act of 1933, as amended (the “Act”). None of this Note or the shares of Common Stock issuable
upon conversion of this Note may be offered, sold or otherwise transferred unless (i) they first shall have been registered under
the Act and applicable state securities laws or (ii) the Maker shall have been furnished with an opinion of legal counsel (in
form, substance and scope reasonably acceptable to Maker) to the effect that such sale or transfer is exempt from the registration
requirements of the Act. Each certificate for shares of Common Stock issuable upon conversion of this Note that have not been
so registered and that have not been sold pursuant to an exemption that permits removal of the applicable legend, shall bear a
legend substantially in the following form, as appropriate:


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE SECURITIES
REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE
SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THOSE LAWS.


 


Upon
the request of a holder of a certificate representing any shares of Common Stock issuable upon conversion of this Note, the Maker
shall remove the foregoing legend from the certificate or issue to such Holder a new certificate free of any transfer legend,
if (a) with such request, the Maker shall have received an opinion of counsel, reasonably satisfactory to the Maker in form, substance
and scope, to the effect that any such legend may be removed from such certificate or (b) a registration statement under the Act
covering such securities is in effect.


 


Section
2.5. Reservation of Common Stock.


 


(a)
The Maker covenants that during the period the
Note is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for
the issuance of Common Stock of the Maker upon the Conversion of the Note. The Maker further covenants that its issuance of this
Note shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute
and issue the necessary certificates for shares of Common Stock of the Maker issuable upon the conversion of this Note. The Maker
will take all such reasonable action as may be necessary to assure that such shares of Common Stock may be issued as provided
herein without violation of any applicable law or regulation, or of any requirements of the OTC Bulletin Board (or such other
principal market upon which the Common Stock of the Maker may be listed or quoted).


 


(b)
The Maker shall not by any action, including,
without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation,
merger, 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, but will at all times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting
the generality of the foregoing, the Maker will (a) not increase the par value of any shares of Common Stock issuable upon the
conversion of this Note above the amount payable therefor upon such conversion immediately prior to such increase in par value,
(b) take all such action as may be necessary or appropriate in order that the Maker may validly and legally issue fully paid and
nonassessable shares of Common Stock upon the conversion of this Note, and (c) use its best efforts to obtain all such authorizations,
exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Maker to
perform its obligations under this Note.


 




    	4



     


    

 


(c)
Upon the request of Holder, the Maker will at
any time during the period this Note is outstanding acknowledge in writing, in form reasonably satisfactory to Holder, the continuing
validity of this Note and the obligations of the Maker hereunder.


 


(d)
Before taking any action which would cause an
adjustment reducing the current Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon
conversion of the Notes, the Maker shall take any corporate action which may be necessary in order that the Maker may validly
and legally issue fully paid and non-assessable shares of such Common Stock at such adjusted Conversion Price.


 


(e)
Before taking any action which would result in
an adjustment in the number of shares of Common Stock into which this Note is convertible or in the Conversion Price, the Maker
shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.


 


(f)
If at any time the Maker does not have a sufficient
number of authorized and available shares of Common Stock for issuance upon conversion of the Note, then the Maker shall call
and hold a special meeting of its stockholders within forty-five (45) days of that time for the sole purpose of increasing the
number of authorized shares of Common Stock.


 


Section
2.6. Maximum Conversion.


 


The
Holder shall not be entitled to convert on a Conversion Date that amount of the Notes in connection with that number of shares
of Common Stock which would be in excess of the Amount of (i) the number of shares of Common Stock beneficially owned by the Holder
and its affiliates on Conversation Date, and (ii) the number of shares of Common Stock issuable upon the conversion of the Notes
with respect to which the determination of this provision is being made on a Conversion Date, which would result in beneficial
ownership by the Holder and its Affiliates of more than 9.99% of the outstanding shares of Common Stock of the Company on such
Conversion Date. For the purposes of the provision 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, and Regulation 13d-3 thereunder.


 




    	5



     


    

 


ARTICLE
III.


REPRESENTATIONS
AND WARRANTIES


 


Section
3.1. The Holder represents and warrants to the Maker:


 


(a)
The Holder of this Note, by acceptance hereof,
agrees that this Note is being acquired for investment and that such Holder will not offer, sell or otherwise dispose of this
Note or the Common Stock issuable upon conversion hereof except under circumstances that will not result in a violation of the
Act or any application state securities laws or similar laws relating to the sale of securities;


 


(b)
That Holder understands that none of this Note
or the Common Stock issuable upon conversion hereof have been registered under the Securities Act of 1933, as amended (the “Act”),
in reliance upon the exemptions from the registration provisions of the Act and any continued reliance on such exemption is predicated
on the representations of the Holder set forth herein;


 


(c)
Holder (i) has adequate means of providing for
his current needs and possible contingencies, (ii) has no need for liquidity in this investment, (iii) is able to bear the substantial
economic risks of an investment in this Note for an indefinite period, (iv) at the present time, can afford a complete loss of
such investment, and (v) does not have an overall commitment to investments which are not readily marketable that is disproportionate
to Holder’s net worth, and Holder’s investment in this Note will not cause such overall commitment to become excessive;


 


(d)
Holder is an “accredited investor”
(as defined in Regulation D promulgated under the Act) and the Holder’s total investment in this Note does not exceed
10% of the Holder’s net worth; and


 


(e)
Holder recognizes that an investment in the Maker
involves significant risks and only investors who can afford the loss of their entire investment should consider investing in
the Maker and this Note.


 


Section
3.2 The Maker represents and warrants to Holder:


 


(a)
Organization and Qualification. The Maker
and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease,
use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The
Maker and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every
jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification
necessary except where the failure to be so qualified or in good standing would not
have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations,
assets, financial condition or prospects of the Maker or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated
hereby or by the agreements or instruments to be entered into in connection herewith. “Subsidiaries” means any corporation
or other organization, whether incorporated or unincorporated, in which the Maker owns, directly or indirectly, any equity or
other ownership interest.


 




    	6



     


    

 


(b)
Authorization; Enforcement. (i) The Maker
has all requisite corporate power and authority to enter into and perform this Note and to consummate the transactions contemplated
hereby and thereby and to issue the Common Stock, in accordance with the terms hereof, (ii) the execution and delivery of this
Note by the Maker and the consummation by it of the transactions contemplated hereby and thereby (including without limitation,
the issuance of the Note and the issuance and reservation for issuance of the Common Stock issuable upon conversion or exercise
hereof) have been duly authorized by the Maker’s Board of Directors and no further consent or authorization of the Maker,
its Board of Directors, or its shareholders is required, (iii) this Note has been duly executed and delivered by the Maker by
its authorized representative, and such authorized representative is the true and official representative with authority to sign
this Note and the other documents executed in connection herewith and bind the Maker accordingly, and (iv) this Note constitutes,
a legal, valid and binding obligation of the Maker enforceable against the Maker in accordance with its terms.


 


(c)
Issuance of Shares. The Notice Shares
are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be
validly issued, fully paid and non-assessable, and 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 Maker and will not impose
personal liability upon the holder thereof.


 


(d)
Acknowledgment of Dilution. The Maker
understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Notice Shares upon conversion
of this Note. The Maker further acknowledges that its obligation to issue Notice Shares upon conversion of this Note is absolute
and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders
of the Maker.


 


(e)
Acknowledgement of Current Financial Statements.
The Maker acknowledges that during the existence of this Note, it will not be late or delinquent in filing its financial statements
with the requisite reporting bodies.


 


ARTICLE
IV.


EVENTS
OF DEFAULT


 


Section
4.1. Default. The following events shall be defaults under this Note: (“Events of Default”):


 


(a)
default in the due and punctual payment of all
or any part of any payment of interest or the Principal Amount as and when such amount or such part thereof shall become due and
payable hereunder; or


 


(b)
failure on the part of the Maker duly to observe
or perform in all material respects any of the covenants or agreements on the part of the Maker contained herein (other than those
covered by clause (a) above) for a period of 5 business days after the date on which written notice specifying such failure, stating
that such notice is a “Notice of Default” hereunder and demanding that the Maker remedy the same, shall have been
given by the Holder by registered or certified mail, return receipt requested, to the Maker; or


 




    	7



     


    

 


(c)
any representation, warranty or statement of
fact made by the Maker herein when made or deemed to have been made, false or misleading in any material respect; provided,
however, that such failure shall not result in an Event of Default to the extent it is corrected by the Maker within a
period of 5 business days after the date on which written notice specifying such failure, stating that such notice is a “Notice
of Default” hereunder and demanding that the Maker remedy same, shall have been given by the Holder by registered or certified
mail, return receipt requested; or


 


(d)
any of the following actions by the Maker pursuant
to or within the meaning title 11, U.S. Code or any similar federal or state law for the relief of debtors (collectively, the
“Bankruptcy Law”): (A) commencement of a voluntary case or proceeding, (B) consent to the entry of an order for relief
against it in an involuntary case or proceeding, (C) consents to the appointment of a receiver, trustee, assignee, liquidator
or similar official under any Bankruptcy Law (each, a “Custodian”), of it or for all or substantially all of its property,
(D) a general assignment for the benefit of its creditors, or (E) admission in writing its inability to pay its debts as the same
become due; or


 


(e)
entry by a court of competent jurisdiction of
an order or decree under any Bankruptcy Law that: (A) is for relief against the Maker in an involuntary case, (B) appoints a Custodian
of the Maker or for all or substantially all of the property of the Maker, or (C) orders the liquidation of the Maker, and such
order or decree remains unstayed and in effect for 60 days.


 


Section
4.2. Remedies Upon Default. Upon the occurrence of an event of default by Maker under this Note or at any
time before default when the Holder
reasonably feels insecure, then,
in addition to all other rights and remedies at law or in equity, Holder may exercise any one or more of the following rights
and remedies:


 


a.
Accelerate the time for payment of all amounts
payable under this Note by written notice thereof to Maker, whereupon all such amounts shall be immediately due and payable.


 


b.
Pursue any other rights or remedies available
to Holder at law or in equity.


 


c.
The Holder shall receive Liquidated Damages of
$500 per day per Event of Default the Maker is in Default pursuant to this Note.


 


Section
4.3. Payment of Costs. The Maker shall reimburse the Holder, on demand, for any and all reasonable costs and expenses,
including reasonable attorneys’ fees and disbursement and court costs, incurred by the Holder in collecting or otherwise
enforcing this Note or in attempting to collect or enforce this Note.


 


Section
4.4. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default. No right or remedy herein conferred upon
or reserved to the Holder is intended to be exclusive of any other right or remedy available to Holder under applicable law, and
every such right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. No
delay or omission of the Holder to exercise any right or power accruing upon any Default occurring and continuing as aforesaid
shall impair any such right or power or shall be construed to be a waiver of any such Default or an acquiescence therein; and
every power and remedy given by this Note or by law may be exercised from time to time, and as often as shall be deemed expedient,
by the Holder.


 




    	8



     


    

 


Section
4.5. Waiver of Past Defaults. The Holder may waive any past default or Event of Default hereunder and its consequences
but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.


 


Section
4.6. Waiver of Presentment etc. The Maker hereby waives presentment, demand, notice, protest and all other demands
and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically provided
herein.


 


ARTICLE
V.


MISCELLANEOUS


 


Section
5.1. Notices. Any notice herein required or permitted to be given shall be in writing and may be personally served
or delivered by courier or sent by United States mail and shall be deemed to have been given upon receipt if personally served
(which shall include telephone line facsimile transmission) or sent by courier or three (3) days after being deposited in the
United States mail, certified, with postage pre-paid and properly addressed, if sent by mail. For the purposes hereof, the address
of the Holder shall be One Penn Plaza, Suite 6196, New York, NY 10119; and the address of the Maker shall be 13110 NE 177th Place,
#293, Woodinville, WA 9872. Both the Holder or its assigns and the Maker may change the address for service by delivery of written
notice to the other as herein provided.


 


Section
5.2. Amendment. This Note and any provision hereof may be amended only by an instrument in writing signed by the Maker
and the Holder.


 


Section
5.3. Assignability. This Note shall be binding upon the Maker and its successors and assigns and shall inure to be
the benefit of the Holder and its successors and assigns; provided, however, that so long as no Event of Default has occurred,
this Note shall only be transferable in whole subject to the restrictions contained in the restrictive legend on the first page
of this Note.


 


Section
5.4. Governing Law. This Note shall be governed by the internal laws of the State of New York, without regard to conflicts
of laws principles.


 


Section
5.5. Replacement of Note. The Maker covenants that upon receipt by the Maker of evidence reasonably satisfactory to
it of the loss, theft, destruction or mutilation of this Note, and in case of loss, theft or destruction, of indemnity or security
reasonably satisfactory to it (which shall not include the posting of any bond), and upon surrender and cancellation of such Note,
if mutilated, the Maker will make and deliver a new Note of like tenor.


 


Section
5.6. This Note shall not entitle the Holder to any of the rights of a stockholder of the Maker, including without limitation,
the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholder
or any other proceedings of the Maker, unless and to the extent converted into shares of Common Stock in accordance with the terms
hereof.


 




    	9



     


    

 


Section
5.7. Severability. In case any provision of this Note is held by a court of competent jurisdiction to be excessive
in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is
enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will
not in any way be affected or impaired thereby.


 


Section
5.8. Low-Priced Security The Conversion Price Discount is subject to Low-Priced Security adjustments (the “Low-Priced
Security Adjustment”) due to, but not limited to, the increased volatility, potential lack of liquidity, and increased transaction
costs that arise if and when the Trading Price of the Maker’s common stock falls or is below certain levels, in addition
to other Conditions. If the Trading Price at any point during the 20 Trading Days prior to Conversion is:


 


(i)
below $0.01, then the Conversion Price shall be $0.001. The Low-Priced Security Adjustment is cumulative and in addition to any
other adjustments or Conditions specified within this Note or available under applicable law, but not subject to reverse stock
splits.


 


Section
5.9. Headings. The headings of the sections of this Note are inserted for convenience only and do not affect the meaning
of such section.


 


Section
5.10. Counterparts. This Note may be executed in multiple counterparts, each of which shall be an original, but all
of which shall be deemed to constitute one instrument.


 




    	10



     


    

 


IN
WITNESS WHEREOF, with the intent to be legally bound hereby, the Maker as executed this Note as of the date first written above.


 


	Deep
    Green Waste & Recycling, Inc.	 
	 	 	 
	 	 
	By: 	Lloyd
    Spencer	 
	Its:	CEO	 
	 	 	 
	Acknowledged
    and Agreed:	 
	 	 
	GPL
    Ventures LLC.	 
	 	 	 
	 	 
	By:	Alexander
    Dillon	 
	Its:	Partner	 


 




    	11



     


    

 


EXHIBIT
1


 


CONVERSION
NOTICE


 





 



 


(To
be executed by the Holder in order to Convert the Note)


 


TO:


 


The
undersigned hereby irrevocably elects to convert US$_________ of the Principal Amount of the above Note into Shares of
Common Stock of Deep Green Waste & Recycling, Inc., according to the conditions stated therein, as of the Conversion Date
written below. If shares 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 Maker
in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any.








 





	Conversion
Date:	 	 





 


Applicable
Conversion Price: $___________


 


	Signature:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	Tax
    I.D. or Soc. Sec. No:	 	 


 


Principal
Amount to be converted:


US$_______________________________________


 


Amount
of Note unconverted:


US$_______________________________________


 


	Number
    of shares of Common Stock to be issued:	 	 


 




    	12



     


    

 


Insert
Checks / Proof of Wire Here


 




    	13



     


    




 


CORPORATE
RESOLUTION OF THE


BOARD
OF DIRECTORS OF DEEP GREEN WASTE & RECYCLING, INC.


 


We,
the undersigned, do hereby certify that at a meeting of the Board of Directors of Deep Green Waste & Recycling, Inc., a Wyoming
corporation organized under the laws of the State of Wyoming (the “Corporation”), duly held on February 5, 2021 at
the offices of the Corporation, which said meeting no less than two directors were present and voting throughout, the following
resolution, upon motions made, seconded and carried, was duly adopted and is now in full force and effect:


 


WHEREAS,
the Board of Directors of the Corporation deem it in the best interests of the Corporation to enter into the Convertible Promissory
Note dated February 5, 2021 (the “Note”), in the aggregate principal amounts of DGWR (the “Note”), convertible
into shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”), upon the terms and subject
to the limitations and conditions set forth in such Note, along with an irrevocable letter agreement with Transfer Online, Inc.
the Corporation’s transfer agent, with respect to the reserve of shares of common stock of the Corporation to be issued
upon any conversion of the Note; the issuance of such shares of common stock in connection with a conversion of the Note; and
the indemnification of Transfer Online, Inc. for all loss, liability, or expense in carrying out the authority and direction contained
in the irrevocable letter agreement (the “Letter Agreement”);


 


NOW,
THEREFORE, BE IT:


 


RESOLVED,
that the Corporation is hereby authorized to enter into the Agreement, the Note and the Letter Agreement which provides in pertinent
part: (i) reserve shares of common stock of the Corporation to be issued upon any conversion of the Note; (ii) issue such shares
of common stock in connection with a conversion of the Note (issuance upon receipt of a notice of conversion of the holder of
the Note) without any further action or confirmation by the Corporation; (iii) hereby authorizes the issuance of such number of
shares as will be necessary to fully convert the note under its terms, including issuances subsequent to the initial conversion
and/or those due under Section 2.2 of the Note, and any such shares shall be considered fully paid and non-assessable at the time
of their issuance, hereby authorizes the Corporation to enter into the Registration Rights Agreement dated as of February 5, 2021
and (iv) the Corporation indemnifies Transfer Online, Inc., liability, or expense in carrying out the authority and direction
contained in the Letter Agreement:


 


RESOLVED,
that any executive officer of the Corporation be, and hereby is, authorized, empowered and directed, from time to time, to take
such additional action and to execute, certify and deliver to the transfer agent of the Corporation, as any appropriate or proper
to implement the provisions of the foregoing resolutions:


 


The
undersigned, do hereby certify that we are members of the Board of Directors of the Corporation; that the attached is a true and
correct copy of resolutions duly adopted and ratified at a meeting of the Board of Directors of the Corporation duly convened
and held in accordance with its by- laws and the laws of the State of Wyoming, as transcribed by us from the minutes; and that
the same have not in any way been modified, repealed or rescinded and are in full force and effect.


 


IN
WITNESS WHEREOF, We have hereunto set our hands as CEO and Members of the Board of Directors of the Corporation.


 


Dated: ___________________


Members
of the Board:


 


	 	 	 	 
	Title:	 	Title:	 
	 	 	 	 
	 	 	 	 
	Title:	 	Title:	 


 




    	 



     


    

 


Transfer
Online, Inc.


Attention:
Transfer Department


512
SE Salmon Street


Portland,
OR 97214


 


February
5, 2021


 


Ladies
and Gentlemen:


 


Deep
Green Waste & Recycling, Inc., a Wyoming corporation (the “Company”) and GPL Ventures LLC (the “Investor”)
have entered into a Securities Purchase Agreement (the “Agreement”) dated as February 5, 2021, providing for the issuance
of the Convertible Promissory Notes in the principal amount of $75,000.00 (the “Notes”).


 


A
copy of the Notes is attached hereto. You should familiarize yourself with your issuance and delivery obligations, as Transfer
Agent, contained therein. The shares to be issued are to be registered in the names of the registered holder of the securities
submitted for conversion or exercise.


 


You
are hereby irrevocably authorized and instructed to reserve a sufficient number of shares of common stock (“Common Stock”)
of the Company (initially, 20,000,000 shares of Common Stock for the subject Notes) for issuance upon full conversion of the convertible
promissory notes referenced herein in accordance with the terms thereof.


 


The
ability to convert the Notes in a timely manner is a material obligation of the Company pursuant to the Agreement and the Notes.
Your firm is hereby irrevocably authorized and instructed to issue shares of Common Stock of the Company (without any restrictive
legend) to the Investor without any further action or confirmation by the Company (from the Company’s authorized but unissued
treasury shares, but in the event there are insufficient treasury shares of Common
Stock to accommodate a Conversion Notice (defined below) your firm and the Company agree that the Conversion Notice should be
completed using of Common Stock that the Company has reserved for the Investor) by either (i) electronically by crediting the
account of a Prime Broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system, provided that
the Company has been made FAST/DRS eligible by DTCC (DWAC), or (ii) in certificated form without any legend which would restrict
the transfer of the shares, and you should remove all stop-transfer instructions relating to such shares: (A) upon your receipt
from the Investor dated within 90 days from the date of the issuance or transfer request, of: (i) a notice of conversion (“Conversion
Notice”) executed by the Investor (for either the initial share issuance or subsequent share issuances, including those
pursuant to Section 2.2 of the Note); and (ii) an opinion of counsel of the Investor, in form, substance and scope customary for
opinions of counsel in comparable transactions (and satisfactory to the transfer agent), to the effect that the shares of Common
Stock of the Company issued to the Investor pursuant to the Conversion Notice are not “restricted securities” as defined
in Rule 144 and should be issued to the Investor without any restrictive legend; and (B) the number of shares to be issued is
less than 9.99% of the total issued common stock of the Company.


 


The
Company hereby requests that your firm act immediately, without delay and without the need for any action or confirmation by the
Company with respect to the issuance of Common Stock pursuant to any Conversion Notices received from the Investor (for either
the initial share issuance or subsequent share issuances, including those pursuant to Section 2.2 of the Note). Additionally,
the Company hereby requests that upon the Investor’s request, your firm provide them with the share structure of the Company,
including issued and outstanding, authorized, and public float.


 




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The
Investor and the Company understands that Transfer Online, Inc. shall not be required to perform any issuances or transfers of
shares if (a) the Company or request violates, or be in violation of, any terms of the Transfer Agent Agreement, (b) such an issuance
or transfer of shares be in violation of any state or federal securities laws or regulation or (c) the issuance or transfer of
shares be prohibited or stopped as required or directed by a court order


 


The
Company shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them
harmless from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements
of its attorneys) incurred by or asserted against you or any of them arising out of or in connection the instructions set forth
herein, the performance of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending
yourself or themselves against any claim or liability hereunder, except that the Company shall not be liable hereunder as to matters
in respect of which it is determined that you have acted with gross negligence or in bad faith. You shall have no liability to
the Company in respect to any action taken or any failure to act in respect of this if such action was
taken or omitted to be taken in good faith, and you shall be entitled to rely in this regard on the advice of counsel.


 


The
Board of Directors of the Company has approved the foregoing irrevocable instructions and does hereby extend the Company’s
irrevocable agreement to indemnify your firm for all loss, liability or expense in carrying out the authority and direction herein
contained on the terms herein set forth.


 


The
Company agrees that in the event that the Transfer Agent resigns as the Company’s transfer agent, the Company shall engage
a suitable replacement transfer agent that will agree to serve as transfer agent for the Company and be bound by the terms and
conditions of these Irrevocable Instructions within five (5) business days. The Investor and the Company agree that the Transfer
Agent shall not be required to perform any issuances or transfers of shares as of the date of the termination of the transfer
agreement.


 


The
Investor is intended to be and are third party beneficiaries hereof, and no amendment or modification to the instructions set
forth herein may be made without the consent of the Investor.





 


	 	 	Very
truly yours,
	 	 	Deep
Green Waste & Recycling, Inc.
	 	 	 
	Acknowledged
    and Agreed:	 	 
	Transfer
    Online, Inc.	 	Lloyd
    Spencer
	 	 	 	CEO
	By:	              	 	 
	Name:	 	 	 
	Title:	 	 	 


 




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