Exhibit 4.5


 


NEITHER THIS SECURITY NOR THE SECURITIES
INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH
SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


Original Issue Date: September 13, 2019


Amended and Restated Date: December 31, 2019


Conversion Price (subject to adjustment herein): $0.08
per share of Common Stock


Maturity Date: September 30, 2029


 


Principal Payment: $1,840,000.00


 


AMENDED AND RESTATED

15% SENIOR SECURED

CONVERTIBLE PROMISSORY NOTE

DUE SEPTEMBER 30, 2029


 


THIS AMENDED AND
RESTATED 15% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued 15% Senior Secured Convertible Promissory
Note of Mobiquity Technologies, Inc., a New York corporation, (the “Company”), having its principal place of business
at 35 Torrington Lane, Shoreham, New York 11786, designated as its 15% Senior Secured Convertible Promissory Note due September 30, 2029
(this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”). This
Note amends and restates, and supersedes and replaces, that certain Company $1,840,000.00 15% Senior Secured Convertible Promissory Note
dated September 13, 2019 payable to the Holder named in the next paragraph in its entirety.


 


FOR VALUE RECEIVED,
the Company promises to pay to Dr. Gene Salkind and Catherine Salkind or their registered assigns (the “Holder”),
or shall have paid pursuant to the terms hereunder, the Principal Payment sum of $1,840,000.00 on September 30, 2029 (the “Maturity
Date”) or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to
the Holder on the aggregate unconverted and then outstanding Principal Payment amount of this Note in accordance with the provisions
hereof. Additionally, the Company shall pay the Holder the sum of $200,000.00 (the “Interim Payment”) on December
31, 2020 (the “Interim Payment Date”) or such earlier date as this Note is required or permitted to be repaid as provided
hereunder. This Note is subject to the following additional provisions:


 


Section 1.        Definitions. For the purposes
hereof, the following terms shall have the following meanings:


 


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


 


 


 


 


 






    	 	1	 



     


    

 


“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 90 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 90 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.


 


“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(v)(v).


 


“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 50% of the voting securities of the Company (other than by means of conversion or exercise of the Notes and the Warrants
issued together with the Notes), (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 50% 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 50% of the aggregate voting power of the acquiring entity immediately after the transaction,
(d) a replacement at one time or within a three 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 Original 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 date hereof), 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.


 


“Common
Stock” means the common stock of the Company, $0.0001 par value per share.


 


“Conversion” shall have the meaning
ascribed to such term in Section 4.


 


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


 


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


 


“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the terms hereof.


 


“DTC” means the Depository Trust
Company.


 


“DTC/FAST
Program” means the DTC’s Fast Automated Securities Transfer Program.


 


 


 


 






    	 	2	 



     


    

 


“DWAC” means Deposit Withdrawal at
Custodian as defined by the DTC.


 


“DWAC
Eligible” means that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational Arrangements,
including without limitation transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation) by the DTC’s
underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Conversion Shares are otherwise
eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting or limiting delivery of the Conversion Shares
via DWAC.


 


“Equity
Conditions” means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled
to occur or occurring by virtue of one or more Notices of Conversion of the Holder, if any, (b) the Company shall have paid all liquidated
damages and other amounts owing to the Holder in respect of this Note, (c) all of the Conversion Shares issuable pursuant to the Transaction
Documents (and shares issuable in lieu of cash payments of interest) may be resold pursuant to Rule 144 without volume or manner-of-sale
restrictions or current public information requirements as determined by the counsel to the Company as set forth in a written opinion
letter to such effect, addressed and acceptable to the Transfer Agent and the Holder, (d) the Common Stock is trading on a Trading Market
and all of the shares issuable pursuant to the Transaction Documents are listed or quoted for trading on such Trading Market (and the
Company believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable
future), (e) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance
of all of the shares then issuable pursuant to the Transaction Documents, (f) there is no existing Event of Default and no existing event
which, with the passage of time or the giving of notice, would constitute an Event of Default, (g) there has been no public announcement
of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, (h) the applicable Holder
is not in possession of any information provided by the Company that constitutes, or may constitute, material non-public information,
and (i) the Company’s Common Stock must be DTC and DWAC Eligible.


 


“Event of Default” shall have
the meaning set forth in Section 6(a).


 


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


 


“New York Courts” shall have
the meaning set forth in Section 7(d).


 


“Note Register” shall have the
meaning set forth in Section 2(c).


 


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


 


“Original
Issue Date” means the date of the first issuance of the Notes, regardless of any transfers of any Note and regardless of the
number of instruments which may be issued to evidence such Notes.


 


“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.


 


“Principal Payment” shall have
the meaning set forth in Section 2(c).


 


“Required
Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in
the future pursuant to the Transaction Documents, including any shares of Common Stock issuable upon conversion in full of all Notes (including
shares of Common Stock issuable as payment of interest on the Notes).


 


“Securities”
means the Notes, the Warrants, and the Common Stock underlying the Notes and Warrants.


 


 


 


 






    	 	3	 



     


    

 


“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(d)(ii).


 


“Subscription
Agreement” means the Subscription Agreement between the Company and the original Holder of this Note, pursuant to which such
Holder subscribed for the purchase of this Note. “Subscription Agreements” means the Subscription Agreements of all
the original Holders of all the Notes.


 


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


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“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,
OTCQB, or OTCQX (or any successors to any of the foregoing).


 


“Transaction
Documents” means the all the Subscription Agreements, the Notes, the Security Agreement, the Warrants, all exhibits and schedules
thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.


 


“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 OTCQB, OTCQX 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 Bulletin Board, or (c) if the Common Stock is not then
listed or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets”
published by Pink OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most
recent bid price per share of the Common Stock so reported.


 


“Warrants”
means Common Stock Purchase Warrants to purchase a number of shares of the Company’s Common Stock equal to 50% of the number of
Conversion Shares issuable in full conversion of the original Principal Payment of this Note, during an exercise period of ten (10) years
from the Original Issuance Date, at an exercise price of Twelve Cents ($0.12) per share, subject to adjustment as set forth in the Warrant.


 


Section 2.        Principal Payment; Interest and Interim
Payment.


 


a)                 
Payment of Interest in Cash or Kind. The Company shall pay interest to the Holder on the aggregate unconverted and then
outstanding Principal Payment amount of this Note at the rate of fifteen percent (15%) per annum, payable monthly in arrears by the 15th
day of month commencing in October 2019, in cash or, at the Holder’s option, in duly authorized, validly issued, fully paid and
non-assessable shares of Common Stock on the same terms as the issuance of shares of Common Stock upon such Conversion, or a combination
thereof.


 


b)                 
Interest Calculations. Interest shall be calculated on the basis of a 360-day year, consisting of twelve (12) thirty (30)
calendar day periods, and shall accrue daily commencing on the Original Issue Date until payment in full of the outstanding Principal,
Payment together with all accrued and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made.
The foregoing notwithstanding, interest for the period commencing on the Original Issues Date and ending on November 30, 2019 shall be
deferred (the “Deferred Interest”) and included in, and as part of, the Interim Payment. Payment of interest in shares
of Common Stock shall otherwise occur pursuant to Section 4(c)(ii) herein. Interest hereunder will be paid to the Person in whose name
this Note is registered on the records of the Company regarding registration and transfers of this Note (the “Note Register”).
Except as otherwise provided herein, if at any time the Company pays interest partially in cash and partially in shares of Common Stock
to the holders of the Notes, then such payment of cash shall be distributed ratably among the holders of the then-outstanding Notes based
on their (or their predecessor’s) initial purchases of Notes.


 


 


 






    	 	4	 



     


    

 


c)                 
Maturity Date Payment. On the Maturity Date, the Company shall redeem one hundred percent (100%) of the face principal amount
of this Note (the “Principal Payment”) together with all accrued and unpaid interest thereon. The Principal Payment
together with all accrued and unpaid interest thereon, shall, at the option of the Holder, be made in cash or, subject to fulfillment
of the Equity Conditions on the Maturity Date, be made in Common Stock at the Conversion Price.


 


d)                 
Interim Payment. On or before the Interim Payment Date, the Company shall pay in full the Interim Payment (which includes
the Deferred Interest). The Interim Payment shall, at the option of the Holder, be made in cash or, subject to fulfillment of the Equity
Conditions on or before the Interim Payment Date (or if all or a portion of the Interim Payment is paid prior to the Interim Payment Date,
such date(s) that such payment of the Interim Payment is made), be made in Common Stock valued at the Conversion Price on such date. The
Interim Payment shall, in part, include the Deferred Interest.


 


e)                 
Prepayment. Within the first thirty six (36) months following the Original Issue Date upon the mutual written consent of
the Holder and the Company, and thereafter at any time upon ten (10) days written notice to the Holder, the Company may prepay any portion
of the Principal Payment of this Note and any accrued and unpaid interest, and the Interim Payment (to the extent unpaid). If the Company
exercises its right to prepay the Note, the Company shall make payment to the Holder of an amount in cash equal to the sum of the then
outstanding Principal Payment amount of this Note and accrued and unpaid interest thereon, and the Interim Payment (to the extent unpaid).
The Holder may continue to convert the Note from the date notice of the prepayment is given until the date of the prepayment. Notwithstanding
anything contained herein to the contrary, a Prepayment of this Note within three (3) Trading Days prior to the Maturity Date of the
Note shall not be deemed a Prepayment.


 


Section 3.    Registration of Transfers and Exchanges.


 


a)                 
Different Denominations. This Note is exchangeable for an equal aggregate Principal Payment amount of Notes of different
authorized denominations, as requested by the Holder surrendering the same. No service charge will be payable for such registration of
transfer or exchange.


 


b)                 
Investment Representations. This Note has been issued subject to certain investment representations of the original Holder
set forth in the Subscription Agreement and may be transferred or exchanged only in compliance with applicable federal and state securities
laws and regulations.


 


c)                 
Reliance on Note Register. Prior to due presentment for transfer to the Company of this Note, the Company and any agent
of the Company may treat the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose
of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any
such agent shall be affected by notice to the contrary.


 


Section 4.    Conversion.


 


a)                 
Voluntary Conversion by Holder. Subject to Section 4(b) and Section 4(f), at any time after the Original Issue Date until this
Note is no longer outstanding, this Note shall be convertible, in whole or in part, into Conversion Shares at the option of the Holder,
at any time and from time to time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form
of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount
of this Note, and the Interim Payment (to the extent unpaid), to be converted and the date on which such conversion shall be effected,
which date may include the Maturity Date (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 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 Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery
of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative
in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of
the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this
Note may be less than the amount stated on the face hereof.


 


 


 


 






    	 	5	 



     


    

 


b)                 
Right to Effect Conversion by the Company. Subject to Section 4(f), at any time after the Original Issue Date that the trailing
thirty (30) day VWAP of the Company’s Common Stock is above One Dollar ($1.00) per share, subject to adjustment as set forth in
Section 5 as applicable, until this Note is no longer outstanding, the Company may convert the entire unpaid un-converted principal amount
of this Note, plus all accrued and unpaid interest thereon, plus the Interim Payment (to the extent unpaid) into Conversion Shares. The
Company shall effect the conversion under this Section 4(b) by delivering to the Holder a notice of such conversion (the “Company
Conversion Notice”), with no further action of the Holder on the date the Company Conversion Notice is deemed delivered in accordance
with Section 8(a). In the event of a Company effected conversion pursuant to this Section 4(b), the “Conversion Date” shall
be the date of delivery of the Company Conversion Notice.


 


c)                 
Effect of Conversions on Note. To effect conversions hereunder, the Holder shall not be required to physically surrender
this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, and the Interim
Payment (to the extent unpaid), has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal
amount of this Note and the Interim Payment in an amount equal to the applicable conversion. The Holder and the Company shall maintain
records showing the principal amount(s) and the Interim Payment converted and the date of such conversion(s).


 


d)                 
Conversion Price. The fixed conversion price in effect on any Conversion Date shall be equal to Eight Cents ($0.08), subject
to adjustment herein (the “Conversion Price”).


 


e)                 
Mechanics of Conversion.


 


i.                          
Conversion Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion
hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted by
(y) the Conversion Price.


 


ii.                        
Delivery of Certificate Upon Conversion. Not later than five (5) Trading Days after each Conversion Date (the “Share
Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder (A) a certificate or certificates representing
the Conversion Shares, and (B) a bank check in the amount of accrued and unpaid interest (if the Company has elected or is required to
pay accrued interest in cash). All certificate or certificates required to be delivered by the Company under this Section 4(e) shall
be delivered electronically through the Depository Trust Company or another established clearing corporation performing similar functions.
The Conversion Shares shall bear a restrictive legend in the following form, as appropriate:


 


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


 


iii.                     
Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates 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 certificate or certificates, 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
Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.


 


 


 


 






    	 	6	 



     


    

 


iv.                      
Obligation Absolute; Partial Liquidated Damages. The Company’s obligations to issue and deliver the Conversion Shares
upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction
by the 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 the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder
or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the 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 the Company may have against the Holder. In the event the Holder of this Note shall elect to
convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that the Holder
or anyone associated or affiliated with the 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 this Note shall have been
sought and obtained and the Company posts a surety bond for the benefit of the Holder in the amount of 120% of the outstanding principal
amount of this Note, 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 the Holder to the extent it obtains judgment. In the absence
of such injunction, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If the Company
fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(e)(ii) by the Share Delivery Date,
the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted,
$1.00 per Trading Day (increasing to $2.00 per Trading Day on the twentieth (20th) Trading Day after such liquidated damages
begin to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion.
Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof
for the Company’s failure to deliver Conversion Shares within the period specified herein and the 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 the Holder from seeking to enforce damages pursuant to any other
Section hereof or under applicable law.


 


v.                       
Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available to the Holder, if
the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section
4(e)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction
or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale
by the Holder of the Conversion Shares in compliance with applicable securities laws which the Holder was entitled to receive upon the
conversion relating to such Share Delivery Date (a “Buy-In”), then the Company shall (A) pay in cash to the Holder
(in addition to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase
price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of
shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at
which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option
of the Holder, either reissue (if surrendered) this Note in a principal amount equal to the principal amount of the attempted Conversion
(in which case such Conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have
been issued if the Company had timely complied with its delivery requirements under Section 4(e)(ii). For example, if the Holder purchases
Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Note with respect
to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation
was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000.
The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request
of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available
to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect
to the Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of this Note as required
pursuant to the terms hereof.


 


 


 






    	 	7	 



     


    

 


vi.                      
Authorized Shares and Listing. If, on any date, the number of authorized but unissued (and otherwise unreserved) shares
of Common Stock is less than 100% of the Required Minimum on such date, then the Board of Directors shall use commercially reasonable
efforts to amend the Company’s certificate or articles of incorporation to increase the number of authorized but unissued shares
of Common Stock to at least 100% of the Required Minimum at such time, as soon as possible and in any event not later than the 120th
day after such date. The Company shall, if applicable: (A) in the time and manner required by the principal Trading Market, prepare and
file with such Trading Market an additional shares listing application covering a number of shares of Common Stock at least equal to the
Required Minimum on the date of such application; (B) take all steps necessary to cause such shares of Common Stock to be approved for
listing or quotation on such Trading Market as soon as possible thereafter; (C) provide to the Purchasers evidence of such listing or
quotation; and (D) maintain the listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such date
on such Trading Market or another Trading Market.


 


vii.                     
Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this
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 certificates for shares of the Common Stock on conversion of this Note shall
be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or
delivery of such certificates, 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 certificate upon conversion in a name other than that of the Holder of this
Note so converted and the Company shall not be required to issue or deliver such certificates 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 same-day processing of any Notice of Conversion.


 


f)                  
Condition to Conversion. Notwithstanding anything to the contrary in this Note, the conversion of all or any portion of
this Note is subject to and conditioned upon the Company obtaining prior approval of the Company’s shareholders for the issuance
of the shares of Common Stock upon conversion of this Note, if and to the extent required by New York Business Corporation Law Section
912 (Requirements relating to certain business combinations) (the “BCL 912 Shareholder Approval”), and this Note shall not
be convertible in whole or in part unless and until such BCL Shareholder Approval is obtained.


 


g)                 
Applicability to Conversion of the Interim Payment. The Provisions of this Section 4 that apply to the conversion of the
Principal Payment, shall apply in likewise manner to the conversion of the Interim Payment.


 


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 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 interest
on, the Notes), (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 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.


 


 


 


 






    	 	8	 



     


    

 


b)                 
Pro Rata Distributions. During such time as this Note is outstanding, if the Company shall declare or make 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 exercise of this Note 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.


 


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 more than 50% 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, (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 50% or more 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, 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. 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 (1) 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. 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(d) 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 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 and the other Transaction Documents 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 and the
other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.


 


 


 


 






    	 	9	 



     


    

 


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 Holder.


 


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 the Holder at its last address as it shall appear upon the Note Register,
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. The Holder shall remain
entitled to convert this Note 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.


 


Section 6.        Events of Default.


 


a)                 
“Event of Default” 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.                        
any
default in the payment of (A) the principal amount of any Note (B) interest, or (C) the Interim Payment, liquidated damages and other
amounts owing to a Holder on any Note, as and when the same shall become due and payable (whether on a Conversion Date or the Maturity
Date or by acceleration or otherwise) which default, solely in the case of an interest payment or other default under clause (B) above,
is not cured within fifteen (15) Trading Days;


 


 


 


 






    	 	10	 



     


    

 


ii.                       
the Company shall fail to observe or perform any other covenant or agreement contained in the Notes (other than a breach by the
Company of its obligations to deliver shares of Common Stock to the Holder upon conversion, which breach is addressed in clause (xi) below)
which failure is not cured, if possible to cure, within the earlier to occur of (A) ten (10) Trading Days after notice of such failure
sent by the Holder or by any other Holder to the Company and (B) twenty (20) Trading Days after the Company has become or should have
become aware of such failure;


 


iii.                      
a default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument)
shall occur under (A) any of the Transaction Documents or (B) any other material agreement, lease, document or instrument to which the
Company or any Subsidiary is obligated except for a default set forth in Schedule 6(a)(iii) to this Note;


 


iv.                       
any representation or warranty made in this Note, any other Transaction Documents, any written statement pursuant hereto or thereto
or any other report, financial statement or certificate made or delivered to the Holder or any other Holder shall be untrue or incorrect
in any material respect as of the date when made or deemed made;


 


v.                        
the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) shall be subject to a Bankruptcy
Event;


 


vi.                        the Common Stock shall not be (A) eligible for listing or quotation for trading on a Trading Market and shall not be eligible to
resume listing or quotation for trading thereon within five (5) Trading Days or (B) listed or quoted for trading on the OTC Markets (or
a similar organization or agency succeeding to its functions of reporting prices); or prices for the Common Stock are not reported in
the “Pink Sheets” published by Pink OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions
of reporting prices); or the transfer of shares of Common Stock through the Depository Trust Company System is no longer available or
“chilled”;


 


vii.                  
the Company shall fail for any reason to deliver certificates via DWAC to a Holder prior to the fifteenth (15th) Trading
Day after a Conversion Date pursuant to Section 4(e) or the Company shall provide at any time notice to the Holder, including by way of
public announcement, of the Company’s intention to not honor requests for conversions of any Notes in accordance with the terms
hereof;


 


viii.                 
the Company fails to file with the Commission any required reports under Section 13 or 15(d) of the Exchange Act such that it is
not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable); however, no default shall occur unless the failure to file is
for a period of at least fifteen (15) calendar days past the SEC required filing date;


 


ix.                  
if the Company or any Significant Subsidiary shall: (i) apply for or consent to the appointment of a receiver, trustee, custodian
or liquidator of it or any of its properties, (ii) admit in writing its inability to pay its debts as they mature, (iii) make a general
assignment for the benefit of creditors, (iv) be adjudicated a bankrupt or insolvent or be the subject of an order for relief under Title
11 of the United States Code or any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute
of any other jurisdiction or foreign country, or (v) file a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization
or an arrangement with creditors or to take advantage or any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution
or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under
any such law, or (vi) take or permit to be taken any action in furtherance of or for the purpose of effecting any of the foregoing;


 


x.                    
if any order, judgment or decree shall be entered, without the application, approval or consent of the Company or any Significant
Subsidiary, by any court of competent jurisdiction, approving a petition seeking liquidation or reorganization of the Company or any Subsidiary,
or appointing a receiver, trustee, custodian or liquidator of the Company or any Subsidiary, or of all or any substantial part of its
assets, and such order, judgment or decree shall continue unstayed and in effect for any period of ninety (90) days;


 


 


 


 






    	 	11	 



     


    

 


xi.                   
the occurrence of any levy upon or seizure or attachment of, or any uninsured loss of or damage to, any property of the Company
or any Subsidiary having an aggregate fair value or repair cost (as the case may be) in excess of $100,000 individually or in the aggregate,
and any such levy, seizure or attachment shall not be set aside, bonded or discharged within thirty (30) days after the date thereof;
or


 


xii.                  
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 $50,000, and such judgment, writ or similar final process shall remain unvacated, unbonded
or unstayed for a period of 45 calendar days.


 


b)                 
Remedies
Upon Event of Default. If any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid
interest, the outstanding Interim Payment, liquidated damages and other amounts owing in respect thereof through the date of acceleration,
shall become, at the Holder’s election made during the existence of the Event of Default and within thirty (30) days following
the occurrence of the Event of Default, immediately due and payable in cash at the Mandatory Default Amount. After the occurrence of
any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional
interest rate equal to the lesser of 2% per month (24% per annum) or the maximum rate permitted under applicable law. Upon the payment
in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. In connection
with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest
or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights
and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by
Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as
the Holder receives full payment pursuant to this Section 6(b). No such rescission or annulment shall affect any subsequent Event of
Default or impair any right consequent thereon.


 


Section 7.        Representations and Warranties of Holders.



 


a)                 
Organization; Authority. Each Holder is an individual with full right, power and authority to enter into and to consummate
the transactions contemplated by this Note and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery
of the Note and performance by such Purchaser of the transactions contemplated by the Note have been duly authorized by all necessary
corporate, partnership, limited liability company or similar action, as applicable, on the part of such Holder. The Note has been duly
executed by such Holder, and when delivered by such Holder in accordance with the terms hereof, will constitute the valid and legally
binding obligation of such Holder, enforceable against Holder in accordance with its terms, except: (i) as limited by general equitable
principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement
of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief
or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 


b)                 
Own Account. Such Holder understands that the Securities are “restricted securities” and have not been registered
under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and
not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable
state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable
state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the
distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty
not limiting such Holder’s right to sell the Securities pursuant to any registration statement or otherwise in compliance with
applicable federal and state securities laws). Such Holder is acquiring the Securities hereunder in the ordinary course of its business.


 


c)                 
Holder Status. At the time such Holder was offered the Securities, it was, and as of the date hereof it is, and on each
date on which it converts any Notes it will be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7)
or (a)(8) under the Securities Act.


 


 


 


 






    	 	12	 



     


    

 


d)                 
Experience of Such Holder. Such Holder, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. Such Holder is able to bear the economic risk of an investment
in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


Section 8.        Miscellaneous.


 


a)                 
Notices. Any and all notices or other communications or deliveries to be provided by the Holder 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, or such other facsimile number or address as the Company may
specify for such purposes by notice to the Holder delivered in accordance with this Section 8(a). 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 the Holder appearing on the books
of the Company, or if no such facsimile number or address appears on the books of the Company, at the principal place of business of such
Holder, as set forth on the books and records 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 on the signature pages attached hereto prior to 5:30 p.m. (New York City 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 on the
signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City 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 the principal of, Interim Payment of, liquidated damages and accrued interest,
as applicable, on, this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt
obligation of the Company. This Note ranks pari passu with all other Notes now or hereafter issued under the terms set forth herein.


 


c)                 
Lost or Mutilated Note. If this 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 for the principal amount of this 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)                 
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 New York, 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 any of the Transaction Documents (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 sitting in the City of New York, Borough
of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of
the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein (including with respect to the enforcement of any of the Transaction Documents), 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 New York
Courts, or such New York 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.


 


 


 


 






    	 	13	 



     


    

 


e)                 
Waiver. Any waiver by the Company or the 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. The failure of the Company
or the 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 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 the Holder must be in writing.


 


f)                  
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. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or
in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit
or forgive the Company from paying all or any portion of the Principal Amount of, Interim Payment of, or interest on, this Note as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Note, and
the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that
it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer
and permit the execution of every such as though no such law has been enacted.


 


g)                 
Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall
be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in
equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s
right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note. The Company covenants
to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set
forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be
received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance
thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that
the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened
breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any
such threatened breach, without the necessity of showing economic loss and without any bond or other security being required. The Company
shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s
compliance with the terms and conditions of this Note.


 


h)                 
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.


 


i)                  
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.


 


j)                  
Secured Obligation.
The obligations of the Company under this Note are secured by all assets of the Company and each Subsidiary pursuant to the Security
Agreement, dated as of September 13, 2019 between the Company, the Subsidiaries of the Company and the Secured Parties (as defined therein).


 


[Rest of page intentionally blank. Signatures
are on the next page.]


 


 


 


 






    	 	14	 



     


    

 


IN WITNESS WHEREOF, the Company
has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.


 


	 	MOBIQUITY TECHNOLOGIES, INC.
	 	 
	 	 
		By:	/s/ Dean Julia
	 	 	Name: Dean Julia
	 	 	Title: CEO
	 	Facsimile No. for delivery of Notices:
516-256-7805
	 	 	 
	 	 	 
	 	HOLDER:
	 	 	 
	 	 	 
	 	/s/ Dr. Gene Salkind
	 	Name: Dr. Gene Salkind
	 	 
	 	 
	 	/s/ Catherine Salkind

	 	Name: Catherine Salkind



 


[Mobiquity Technologies, Inc. $1.840,000.00 Amended
And Restated 15% Senior Secured


Convertible Promissory Note Signature Page.]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	15	 



     


    

 


Schedule 6(a)(iii)


 


The Company is in default on loans totaling $50,000 which are unsecured.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	16	 



     


    

 


ANNEX A


 


NOTICE OF CONVERSION


 


The undersigned hereby elects
to convert the Principal Amount or Interim Payment under the Amended and Restated 15% Senior Secured Convertible Promissory Note due September
30, 2029 of Mobiquity Technologies, Inc., a New York corporation (the “Company”), into shares of common stock (the
“Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common
Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect
thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee
will be charged to the holder for any conversion, except for such transfer taxes, if any.


 


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


 


	Conversion calculations:	  
	 	Date to Effect Conversion:
	 	 
	 	Principal Amount of Note to be Converted:
	 	 
	 	 Interim Payment
of Note to be Converted:
	 	 
	 	Payment of Interest in Common Stock __ yes __ no
	 	If
yes, $_____ of Interest Accrued on Account of Conversion at Issue.


	 	 
	 	Number of shares of Common Stock to be issued:
	 	 
	 	 
	 	Signature:
	 	 
	 	Name:
	 	 
	 	DWAC Instructions:
	 	 
	 	Broker No:_______________
	 	Account No:_____________






















 


 


 


 


 


 


 


 






    	 	17