NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE 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, 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. 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: $[__]	Issue
    Date: [__]


 


10%
CONVERTIBLE PROMISSORY NOTE


 


FOR
VALUE RECEIVED, STAR MOUNTAIN RESOURCES, INC., a Nevada corporation (the “Company”), hereby promises to pay to
the order of [__], or registered assigns (the “Holder”) on such date that is 12 months following the issue date
hereof (the “Maturity Date”) the principal amount set forth above (the “Principal Amount”), and to pay
interest on the outstanding Principal Amount at the rate of Ten percent (10.0%) per annum (the “Note”). Interest shall
commence accruing on the date hereof (the “Issue Date”), computed on the basis of a 365-day year and the actual number
of days elapsed, provided that any payment otherwise due on a Saturday, Sunday or legal Bank holiday may be paid on the following
business day. Interest shall be payable along with the Principal Amount on the Maturity Date and on each Conversion Date (with
respect only to the Principal Amount being converted) (each such date, a “Interest Payment Date”) (if any Interest
Payment Date is not a Trading Day, the applicable payment shall be due on the next succeeding Trading Day) in cash, or at the
Company’s option, on 20 Trading Days prior written notice to the Holder(s), such interest shall be accreted to, and increase,
the outstanding Principal Amount. All payments due hereunder, shall be made in lawful money of the United States of America.


 


The
following terms shall apply to this Note:


 


Section
1. Definitions. For the purposes hereof, the definitions set forth in Exhibit A shall have the meanings set forth in
such exhibit.


 


Section
2. Interest.


 


a)
Interest Calculations. Interest shall cease to accrue with respect to any Principal Amount converted, provided that, the
Company actually delivers the Conversion Shares within the time period required by Section 4(c)(i) herein. Except as otherwise
provided herein, if at any time the Company pays interest partially in cash and partially through accretion to the Principal Amount,
then such payment shall be distributed ratably among the Holders based upon the aggregate principal amount of the Company’s
convertible debt outstanding held by each Holder on such Interest Payment Date.


 


b)
Late Fees. Any interest that are not paid within three Trading Days following a Interest Payment Date shall continue to
accrue and shall entail a late fee, which must be paid in cash, at the rate of 15% per annum or the lesser rate permitted by applicable
law which shall accrue daily from the Interest Payment Date through and including the date of actual payment in full.


 






    	1



    	 



    

 


c)
Other Securities. So long as any of the Notes shall remain outstanding, neither the Company nor any Subsidiary thereof
shall redeem, purchase or otherwise acquire directly or indirectly any Junior Securities. So long as any of the Notes shall remain
outstanding, neither the Company nor any Subsidiary thereof shall directly or indirectly pay or declare any dividend or make any
distribution upon, nor shall any distribution be made in respect of, any Junior Securities as long as any interest due on the
Notes remain unpaid, nor shall any monies be set aside for or applied to the purchase or redemption (through a sinking fund or
otherwise) of any Junior Securities or shares pari passu with the Notes.


 


Section
3. Liquidation. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a
“Liquidation”), the Holders shall be entitled to receive out of the assets, whether capital or surplus, of
the Company an amount equal to the Principal Amount, plus any accrued and unpaid interest thereon and any other fees or liquidated
damages then due and owing thereon under this Note before any distribution or payment shall be made to the holders of any Junior
Securities, and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed
to the Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable
on such Notes if all amounts payable thereon were paid in full. A Fundamental Transaction or Change of Control Transaction shall
not be deemed a Liquidation. The Company shall mail written notice of any such Liquidation, not less than 45 days prior to the
payment date stated therein, to each Holder.


 


Section
4. Conversion.


 


a)
Conversions at Option of Holder.


 


i.
The Holder shall have the right at any time and from time to time from and after the Issue Date, at the option of the Holder thereof,
to convert all or a part of the outstanding and unpaid principal amount of this Note, together with accrued and unpaid interest
and such other amounts as may due to the Holder under this Note (collectively, the “Indebtedness”) into that number
of shares of Common Stock determined by dividing the amount to be converted by the Conversion Price (the “Conversion Shares”).


 


ii.
Holders shall effect conversions by providing the Company with the form of conversion notice attached hereto as Annex A
(a “Notice of Conversion”). Each Notice of Conversion shall specify the amount to be converted, the principal
balance of the Note outstanding prior to the conversion, the amount of accrued interest and other amounts due under this Note,
the number of shares of Common Stock owned subsequent to the conversion at issue and the date on which such conversion is to be
effected, which date may not be prior to the date the applicable Holder delivers by facsimile such Notice of Conversion to the
Company (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the
Conversion Date shall be the date that such Notice of Conversion to the Company is deemed delivered hereunder. No ink-original
Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any
Notice of Conversion form be required. The calculations and entries set forth in the Notice of Conversion shall control
in the absence of manifest or mathematical error.


 


b)
Conversion Price. The conversion price shall equal one dollar ($1.00), subject to adjustment herein (the “Conversion
Price”).


 






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c)
Mechanics of Conversion


 


iii.
Delivery of Conversion Shares Upon Conversion. Not later than seven (7) Trading Days after each Conversion Date (the “Share
Delivery Date”), the Company shall deliver, or cause to be delivered, to the converting Holder (A) the number of Conversion
Shares being acquired upon the conversion of the Indebtedness which, if eligible for resale by the Holder pursuant to Rule 144,
shall be free of restrictive legends and trading restrictions, and (B) a bank check in the amount of accrued and unpaid interest,
if such amount is paid in cash. If the Common Stock is listed or quoted for public trading, the Company may deliver the Conversion
Shares required to be delivered by the Company under this Section 4 electronically through the Depository Trust Company or another
established clearing corporation performing similar functions.


 


iv.
Failure to Deliver Conversion Shares. If, in the case of any Notice of Conversion, such Conversion Shares are not delivered
to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice
to the Company at any time on or before its receipt of such Conversion Shares, to rescind such Conversion, in which event the
Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to
the Company the Conversion Shares issued to such Holder pursuant to the rescinded Conversion Notice.


 


v.
Obligation Absolute; Partial Liquidated Damages. The Company’s obligation to issue and deliver the Conversion Shares
upon conversion of the Indebtedness in accordance with the terms hereof are absolute and unconditional, irrespective of any action
or inaction by a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment
against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any
breach or alleged breach by such Holder or any other Person of any obligation to the Company or any violation or alleged violation
of law by such Holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation
of the Company to such Holder in connection with the issuance of such Conversion Shares; provided, however, that
such delivery shall not operate as a waiver by the Company of any such action that the Company may have against such Holder. In
the event a Holder shall elect to convert any or all of the Indebtedness, the Company may not refuse conversion based on any claim
that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, agreement or for
any other reason, unless an injunction from a court, on notice to Holder, restraining and/or enjoining conversion of all or part
of the Note held by such Holder shall have been sought and obtained, and the Company posts a surety bond for the benefit of such
Holder in the amount of 150% of the Indebtedness which is subject to the injunction, which bond shall remain in effect until the
completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to such Holder to the
extent it obtains judgment. In the absence of such injunction, the Company shall issue Conversion Shares and, if applicable, cash,
upon a properly noticed conversion. If the Company fails to deliver to a Holder such Conversion Shares pursuant to Section 4(c)(i)
on the second Trading Day after the Share Delivery Date applicable to such conversion, the Company shall pay to such Holder, in
cash, as liquidated damages and not as a penalty, for each $5,000 of Indebtedness being converted, $50 per Trading Day (increasing
to $100 per Trading Day on the eighth Trading Day and increasing to $200 per Trading Day on the tenth Trading Day after such damages
begin to accrue) for each Trading Day after such second Trading Day after the Share Delivery Date until such Conversion Shares
are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or
declare a Triggering Event pursuant to Section 10 hereof for the Company’s failure to deliver Conversion Shares within the
period specified herein and such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity
including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall
not prohibit a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.


 






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vi.
Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available
out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Indebtedness
and payment of interest on the Principal Amount, each as herein provided, free from preemptive rights or any other actual contingent
purchase rights of Persons other than the Holder (and the other holders of the Note), not less than such aggregate number of shares
of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion
of the then outstanding Principal Amount and payment of interest hereunder. The Company covenants that all shares of Common Stock
that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and non-assessable and, if the Conversion
Shares Registration Statement is then effective under the Securities Act, shall be registered for public resale in accordance
with such Conversion Shares Registration Statement.


 


vii.
Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of
the Note. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company
shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Conversion Price or round up to the next whole share.


 


viii.
Transfer Taxes and Expenses. The issuance of Conversion Shares on conversion of this Note shall be made without charge
to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion
Shares, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved
in the issuance and delivery of any such Conversion Shares upon conversion in a name other than that of the Holders of the Notes
and the Company shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting
the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the
Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for processing of any Notice of Conversion
and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required
for electronic delivery of the Conversion Shares.


 


Section
5. Certain Adjustments.


 


a)
Stock Dividends and Stock Splits. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend
or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other Common
Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion
of, or payment of a dividend on, this Note), (ii) subdivides outstanding shares of Common Stock into a larger number of shares,
(iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares,
or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company,
then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock
(excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be
the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 5(a)
shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend
or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 






    	4



    	 



    

 


b)
Pro Rata Distributions. During such time as this Note is outstanding, if the Company declares or makes any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of
a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Note, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock
acquirable upon complete Conversion of this Note (without regard to any limitations on Conversion hereof, including without limitation,
the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such
record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation
in such Distribution (provided, however, to the extent that the Holder’s right to participate in any such
Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to
participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such
Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until
such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


c)
Fundamental Transaction. If, at any time while this Note is outstanding, (i) the Company, directly or indirectly, in one
or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell,
tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of
the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,
reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is
effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in
one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person
acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person
or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share
purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent
conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon
such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section
6(d) on the conversion of this Note), the number of shares of Common Stock of the successor or acquiring corporation or of the
Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Note
is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 6(d) on the conversion
of this Note). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted
to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration
in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of
Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the
Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following
such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or
surviving entity in such Fundamental Transaction issue to the Holders a new Note consistent with the foregoing provisions and
evidencing the Holders’ right to convert such Note into Alternate Consideration. The Company shall cause any successor entity
in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in
writing all of the obligations of the Company under this Note in accordance with the provisions of this Section 5(c) pursuant
to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable
delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Note, deliver to the Holder in exchange
for this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance
to this Note which is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent
entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Note (without regard to any
limitations on the conversion of this Note) prior to such Fundamental Transaction, and with a conversion price which applies the
conversion price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common
Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital
stock and such conversion price being for the purpose of protecting the economic value of this Note immediately prior to the consummation
of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence
of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the
date of such Fundamental Transaction, the provisions of this Note referring to the “Company” shall refer instead to
the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company
under this Note with the same effect as if such Successor Entity had been named as the Company herein.


 






    	5



    	 



    

 


d)
Calculations. All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share,
as the case may be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as
of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued
and outstanding.


 


e)
Notice to the Holders.


 


i.
Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5,
the Company shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting
forth a brief statement of the facts requiring such adjustment.


 


ii.
Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever
form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common
Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for
or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall
be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a
party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby
the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary
dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed
at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to each Holder
at its last address as it shall appear upon the stock books of the Company, at least twenty (20) calendar days prior to the applicable
record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose
of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders
of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined
or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become
effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange
their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery
thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any
notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K, provided that
the requirement in this sentence shall only apply if any of the Company’s securities are listed or quoted for public trading.
The Holder shall remain entitled to convert the Conversion Amount of this Note (or any part hereof) during the 20-day period commencing
on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly
set forth herein.


 






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Section
6. Forced Conversion; Optional Redemption.


 


a)
Forced Conversion. Upon the consummation of a Qualified Public Offering, the Company may, at its sole and absolute discretion,
within 5 Trading Days after such Qualified Public Offering, deliver a written notice to all Holders (a “Forced Conversion
Notice” and the date such notice is delivered to all Holders, the “Forced Conversion Notice Date”)
to cause each Holder to convert all or part of the Forced Conversion Amount (as specified in such Forced Conversion Notice), it
being agreed that the “Conversion Date” for purposes of Section 6 shall be deemed to occur on the seventh Trading
Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any
Forced Conversion Notices shall be applied ratably to all of the Holders based on each Holder’s initial purchases of Note
hereunder, provided that any voluntary conversions by a Holder shall be applied against such Holder’s pro rata
allocation, thereby decreasing the aggregate amount forcibly converted hereunder if less than all the Notes are forcibly converted.


 


b)
Optional Redemption. The Company may prepay this Note at any time in full (“Optional Redemption”) by paying
to the Holder the Forced Conversion Amount computed at such time. The Company shall deliver to the Holder a written notice of
redemption (the “Notice of Redemption”) specifying than an Optional Redemption will occur within seven (7) business
days after the date of delivery of the Notice of Redemption (the “Redemption Period”). On or before the expiration
of the Redemption Period, the Redemption Amount must be paid in good funds to the Holder. In the event the Company fails to pay
the Forced Conversion Amount as set forth herein, then such Redemption Notice will be null and void. If any Notes issued concurrently
with this Note, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company
pursuant to this Section 6(b) elects to make an Optional Redemption, then the Company shall take the same action with respect
to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Forced
Conversion Amount of each Outstanding Note.


 


c)
Piggyback Registration Rights. The Holder shall have the registration rights as set forth in Exhibit B.


 


Section
7. Redemption Upon Triggering Events.


 


a)
“Triggering Event” means, wherever used herein any of the following events (whatever the reason for such event
and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or
order of any court, or any order, rule or regulation of any administrative or governmental body):


 


i.
The Company fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration
or otherwise;


 






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ii.
the Company shall fail to deliver Conversion Shares issuable upon a conversion hereunder that comply with the provisions hereof
prior to the fifth Trading Day after such shares are required to be delivered hereunder, or the Company shall provide written
notice to any Holder, including by way of public announcement, at any time, of its intention not to comply with requests for conversion
of any the Notes in accordance with the terms hereof;


 


iii.
the Company shall fail for any reason to pay in full the amount of cash due pursuant to a Buy-In within five calendar days after
notice therefor is delivered hereunder within five days of the date due and payable;


 


iv.
the Company shall fail to have available a sufficient number of authorized and unreserved shares of Common Stock to issue to such
Holder upon a conversion hereunder;


 


v.
Reverse Splits. The Company effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the
Holder.


 


vi.
the Company shall fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach
of the obligations in this Note, and such failure or breach shall not, if subject to the possibility of a cure by the Company,
have been cured within 10 calendar days after the date on which written notice of such failure or breach shall have been delivered;


 


vii.
the Company shall be party to a Change of Control Transaction;


 


viii.
there shall have occurred a Bankruptcy Event; or


 


ix.
any monetary judgment, writ or similar final process shall be entered or filed against the Company, any subsidiary or any of their
respective property or other assets for more than $250,000, and such judgment, writ or similar final process shall remain unvacated,
unbonded or unstayed for a period of 45 calendar days.


 


b)
Upon the occurrence of a Triggering Event, each Holder shall (in addition to all other rights it may have hereunder or under applicable
law) have the right, exercisable at the sole option of such Holder, to require the Company to redeem all of the Indebtedness then
held by such Holder for a redemption price, in cash, equal to the Triggering Redemption Amount. The Triggering Redemption Amount,
in cash shall be due and payable within five Trading Days of the date on which the notice for the payment therefor is provided
by a Holder (the “Triggering Redemption Payment Date”). If the Company fails to pay in full the Triggering
Redemption Amount hereunder on the date such amount is due in accordance with this Section, the Company will pay interest thereon
at a rate equal to the lesser of 15% per annum or the maximum rate permitted by applicable law, accruing daily from such date
until the Triggering Redemption Amount, plus all such interest thereon, is paid in full. For purposes of this Section, the Indebtedness
is outstanding until such date as the applicable Holder shall have received Conversion Shares upon a conversion (or attempted
conversion) thereof that meets the requirements hereof or has been paid the Triggering Redemption Amount in cash.


 






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Section
9. Miscellaneous.


 


a)
Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without
limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized
overnight courier service, addressed to the Company, at the address set forth above Attention: Donna Moore, facsimile number 480-588-3344,
or such other facsimile number or address as the Company may specify for such purposes by notice to the Holders delivered in accordance
with this Section 11. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall
be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to
each Holder at the facsimile number or address of such Holder appearing on the books of the Company. Any notice or other communication
or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number set forth in this Section prior to 5:30 p.m. (Phoenix, AZ time)
on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile
at the facsimile number set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (Phoenix, AZ time)
on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.


 


b)
Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay liquidated damages, accrued dividends and accrued interest, as applicable,
on the Notes at the time, place, and rate, and in the coin or currency, herein prescribed.


 


c)
Lost or Mutilated Note. If a Holder’s Note shall be mutilated, lost, stolen or destroyed, the Company shall execute
and deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for
a lost, stolen or destroyed Note, a new Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such
loss, theft or destruction of such Note, and of the ownership hereof reasonably satisfactory to the Company.


 


d)
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.


 


e)
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be
governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles
of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense
of the transactions contemplated by this Note (whether brought against a party hereto or its respective Affiliates, directors,
officers, shareholders, employees or agents) shall be commenced in the state and federal courts serving Maricopa County, Arizona
(the “Arizona Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Arizona
Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or
discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction of such Arizona Courts, or such Arizona Courts are improper or inconvenient venue
for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in
any such suit, action or proceeding by mailing a copy thereof 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 applicable law. Each party hereto hereby irrevocably waives, to the fullest
extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this
Note or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of
this Note, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.


 






    	9



    	 



    

 


f)
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.


 


g)
Waiver. Any waiver by the Company or a Holder of a breach of any provision of this Note shall not operate as or be construed
to be a waiver of any other breach of such provision or of any breach of any other provision of this Note or a waiver by any other
Holders. The failure of the Company or a Holder to insist upon strict adherence to any term of this Note on one or more occasions
shall not be considered a waiver or deprive that party (or any other Holder) of the right thereafter to insist upon strict adherence
to that term or any other term of this Note on any other occasion. Any waiver by the Company or a Holder must be in writing.


 


h)
Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain
in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all
other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates
the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the
maximum rate of interest permitted under applicable law.


 


i)
Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day,
such payment shall be made on the next succeeding Business Day.


 


j)
Headings. The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be
deemed to limit or affect any of the provisions hereof.


 


IN
WITNESS WHEREOF, the undersigned has executed this Note as of the Issue Date.


 


	 	STAR
    MOUNTAIN RESOURCES, INC. 
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title: 	 


 






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EXHIBIT
A


 


DEFINITIONS


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.


 


“Alternate
Consideration” shall have the meaning set forth in Section 5(c).


 


“Arizona
Courts” shall have the meaning set forth in Section 11(e).


 


“Bankruptcy
Event” means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in
Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the
Company or any Significant Subsidiary thereof, (b) there is commenced against the Company or any Significant Subsidiary thereof
any such case or proceeding that is not dismissed within 60 days after commencement, (c) the Company or any Significant Subsidiary
thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered,
(d) the Company or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial
part of its property that is not discharged or stayed within 60 calendar days after such appointment, (e) the Company or any Significant
Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Company or any Significant Subsidiary thereof
calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, or (g) the
Company or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or
acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.


 


“Base
Conversion Price” shall have the meaning set forth in Section 5(b).


 


“Beneficial
Ownership Limitation” shall have the meaning set forth in Section 4(d).


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action
to close.


 


“Buy-In”
shall have the meaning set forth in Section 4(c)(iv).


 


“Change
of Control Transaction” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof
by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act)
of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise)
of in excess of 51% of the voting securities of the Company (other than by means of conversion of the Indebtedness and the Securities
issued together with this Note), (b) the Company merges into or consolidates with any other Person, or any Person merges into
or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior
to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction,
(c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company
immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after
the transaction, (d) a replacement at one time or within a one year period of more than one-half of the members of the Board of
Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Issue Date
(or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors
was approved by a majority of the members of the Board of Directors who are members on the Issue Date), or (e) the execution by
the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth
in clauses (a) through (d) above.


 






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“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the Company’s common stock, par value $.001 per share, and stock of any other class of securities
into which such securities may hereafter be reclassified or changed.


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other
instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to
receive, Common Stock.


 


“Conversion
Amount” means the sum of the Principal Amount, accrued interest and any other amounts due under this Note.


 


“Conversion
Date” shall have the meaning set forth in Section 4(a).


 


“Conversion
Price” shall have the meaning set forth in Section 4(b).


 


“Dilutive
Issuance” shall have the meaning set forth in Section 5(b).


 


“Dilutive
Issuance Notice” shall have the meaning set forth in Section 5(b).


 


“Interest
Payment Date” shall have the meaning set forth in the first paragraph of this Note.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Forced
Conversion Amount” means the sum of (a) 105% of the aggregate the Principal Amount then outstanding, (b) accrued but unpaid
interest and (c) all liquidated damages and other amounts due in respect of the Indebtedness.


 


“Forced
Conversion Date” shall have the meaning set forth in Section 6(a).


 


“Forced
Conversion Notice” shall have the meaning set forth in Section 6(a).


 


“Forced
Conversion Notice Date” shall have the meaning set forth in Section 6(a).


 


“Fundamental
Transaction” shall have the meaning set forth in Section 5(c).


 


“GAAP”
means United States generally accepted accounting principles.


 


“Holder”
shall have the meaning given such term in the first paragraph of this Note.


 


“Junior
Securities” means the Common Stock, all other Common Stock Equivalents and preferred stock of the Company other than those
securities which are explicitly senior or pari passu to the Note in payment rights or liquidation preference.


 


“Liens”
means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 






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“Liquidation”
shall have the meaning set forth in Section 3.


 


“Notice
of Conversion” shall have the meaning set forth in Section 4(a).


 


“Issue
Date” means the date of the first issuance of any of the Notes.


 


“Note”
shall have the meaning set forth in the first paragraph of this Note and the term “Notes” shall mean all of the Notes
issued by the Company concurrently with this Note.


 


“Permitted
Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental
charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good
faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company)
have been established in accordance with GAAP, and (b) Liens imposed by law which were incurred in the ordinary course of the
Company’s business, such as carriers’, warehousemen’s and mechanics’ Liens, environmental liens or funds,
statutory landlords’ Liens, and other similar Liens arising in the ordinary course of the Company’s business, and
which (x) do not individually or in the aggregate materially detract from the value of such property or assets or materially impair
the use thereof in the operation of the business of the Company and its consolidated Subsidiaries or (y) are being contested in
good faith by appropriate proceedings, which proceedings have the effect of preventing for the foreseeable future the forfeiture
or sale of the property or asset subject to such Lien.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Qualified
Public Offering” means a firm commitment underwritten or best-efforts public offering of the Common Stock for gross
proceeds of at least $5,000,000, in the aggregate, at an effective per share price representing a “pre-money” valuation
of at least $40,000,000 pursuant to an effective registration statement under the Securities Act.


 


“Registration
Statement” means a registration statement covering the resale of the Underlying Shares by each Holder.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Share
Delivery Date” shall have the meaning set forth in Section 4(c).


 


“Principal
Amount” shall have the meaning set forth in the first paragraph of this Note.


 


“Subsidiary”
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company.


 


“Successor
Entity” shall have the meaning set forth in Section 5(c).


 


“Trading
Day” means a day on which the New York Stock Exchange is open for business.


 






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“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the
New York Stock Exchange or the OTC Markets (or any successors to any of the foregoing).


 


“Transaction
Documents” means this Note and the Warrants issued to the Holder in conjunction with the purchase of the Notes from
the Company, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the
offer and sale of the Notes and Warrants.


 


“Transfer
Agent” means VStock Stock Transfer, the current transfer agent of the Company with a mailing address of VStock Transfer,
LLC - 18 Lafayette Place Woodmere, New York 11598 and a facsimile number of (646) 536-3179, and any successor transfer agent of
the Company.


 


“Triggering
Event” shall have the meaning set forth in Section 10(a).


 


“Triggering
Redemption Amount” means the sum of (a) the greater of (i) 150% of the Principal Amount and (ii) the product of (y)
the VWAP on the Trading Day immediately preceding the date of the Triggering Event and (z) the Principal Amount divided by the
then Conversion Price, (b) all accrued but unpaid interest thereon and (c) all liquidated damages and other costs, expenses or
amounts due in respect of this Note.


 


“Triggering
Redemption Payment Date” shall have the meaning set forth in Section 10(b).


 


“Underlying
Shares” means the shares of Common Stock issued and issuable upon conversion or redemption of this Note and issued and
issuable in lieu of the cash payment of interest on the Principal Amount in accordance with the terms of this Note.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based
on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the OTC Markets is not a Trading
Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Markets,
or (c) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected
in good faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.


 






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EXHIBIT
B


 


REGISTRATION
RIGHTS


 


The
Conversion Shares will be deemed “Registrable Securities” subject to the provisions of this Exhibit A. All capitalized
terms used but not defined in this Exhibit A shall have the meanings ascribed to such terms in the 10% Convertible Note to which
this Exhibit is attached.


 


1.
Piggy-Back Registration.


 


1.1
Piggy-Back Rights. If at any time on or after the Issue Date the Company proposes to file any Registration Statement under
the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other
obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for
shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration
Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for a dividend reinvestment plan
or (iii) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to
the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable
but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe
the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the
name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable
Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request
in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall
cause such Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters
of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration
on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such
Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities
proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall
enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.


 


1.2
Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable
Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness
of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making
a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness
of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders
of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 1.5 below.


 






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1.3
The Company shall notify the holders of Registrable Securities at any time when a prospectus relating to such holder’s Registrable
Securities is required to be delivered under the 1933 Act, upon discovery that, or upon the happening of any event as a result
of which, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material
fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing. At the request of such holder, the Company shall also prepare, file and furnish to
such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of
a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing. The holders of Registrable Securities shall not offer or sell any Registrable
Securities covered by the Registration Statement after receipt of such notification until the receipt of such supplement or amendment.


 


1.4
The Company may request a holder of Registrable Securities to furnish the Company such information with respect to such holder
and such holder’s proposed distribution of the Registrable Securities pursuant to the Registration Statement as the Company
may from time to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith, and
such holders shall furnish the Company with such information.


 


1.5
All fees and expenses incident to the performance of or compliance with this Exhibit A by the Company shall be borne by the Company
whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in
the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made
with the SEC, (B) with respect to filings required to be made with any trading market on which the Common Stock is then listed
for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing
(including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or
exemptions of the Registrable Securities) and (D) with respect to any filing that may be required to be made by any broker through
which a holder of Registrable Securities intends to make sales of Registrable Securities with the FINRA, (ii) printing expenses,
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability
insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other persons or entities retained by the
Company in connection with the consummation of the transactions contemplated by this Exhibit B. In addition, the Company shall
be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated
by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar
commissions of any holder of Registrable Securities.


 






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1.6
The Company and its successors and assigns shall indemnify and hold harmless the Buyer, each holder of Registrable Securities,
the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent
role of a person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each individual
or entity who controls the Buyer or any such holder of Registrable Securities (within the meaning of Section 15 of the 1933 Act
or Section 20 of the 1934 Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other
individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title
or any other title) of each such controlling individual or entity (each, an “Indemnified Party”), to the fullest extent
permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation,
reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating
to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus
or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating
to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
(in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading
or (2) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act or any state securities law, or any rule
or regulation thereunder, in connection with the performance of its obligations under this Exhibit A, except to the extent, but
only to the extent, that (i) such untrue statements or omissions are based upon information regarding the Buyer or such holder
of Registrable Securities furnished to the Company by such party for use therein. The Company shall notify the Buyer and each
holder of Registrable Securities promptly of the institution, threat or assertion of any proceeding arising from or in connection
with the transactions contemplated by this Exhibit A of which the Company is aware.


 


1.7
If the indemnification under Section 1.6 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless
for any Losses, then the Company shall contribute to the amount paid or payable by such Indemnified Party, in such proportion
as is appropriate to reflect the relative fault of the Company and Indemnified Party in connection with the actions, statements
or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Company
and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue
or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by,
or relates to information supplied by, the Company or the Indemnified Party, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by
a party as a result of any Losses shall be deemed to include any reasonable attorneys’ or other fees or expenses incurred
by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses
if the indemnification provided for in Section 1.6 was available to such party in accordance with its terms. It is agreed that
it would not be just and equitable if contribution pursuant to this Section 1.7 were determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding
sentence. Notwithstanding the provisions of this Section 1.7, neither the **Buyer nor any holder of Registrable Securities shall
be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by
such party from the sale of all of their Registrable Securities pursuant to such Registration Statement or related prospectus
exceeds the amount of any damages that such party has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.


 


[End
of Exhibit B]


 






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ANNEX
A


 


NOTICE
OF CONVERSION


 


(To
be Executed by the Registered Holder in order to Convert promissory NOTE)


 


The
undersigned hereby elects to convert $____________________ principal (and accrued interest) amount of the Note (defined below)
into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as
set forth below, of STAR MOUNTAIN RESOURCES, INC., a Nevada corporation (the “Company”) according to the conditions
of the Convertible Promissory Note of the Company dated as of November 1, 2015 (the “Note”), as of the date written
below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.


 


Conversion
calculations:


 


	 	Date
                                         to Effect Conversion: _____________________________________________

         

	 	Balance
                                         of Principal Amount of the Note prior to Conversion: ___________________

         

	 	Principal
                                         Amount of Note to be Converted: _________________________________

         

	 	Number
                                         of shares of Common Stock to be Issued: ____________________________

         

	 	Applicable
                                         Conversion Price:____________________________________________

         

	 	Balance
                                         of Principal Amount of Note subsequent to Conversion: _________________

         

	 	Address
                                         for Delivery: ______________________

         

        or

         

        DWAC
        Instructions:

        Broker
        no: _________

        Account
        no: ___________



 


	 	[HOLDER]
	 	 	
	 	By:	 
	 	Name:	 
	 	Title:	 


 






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