Exhibit
10.2


 


NEITHER
THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM
REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE 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. ANY TRANSFEREE OF THIS SECURED CONVERTIBLE
PROMISSORY NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS SECURED CONVERTIBLE PROMISSORY NOTE, INCLUDING SECTIONS 3(c)(iv) AND
17(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS SECURED CONVERTIBLE PROMISSORY NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE
UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 3(c)(iv) OF THIS SECURED
CONVERTIBLE PROMISSORY NOTE.


 


AMERICAN
INTERNATIONAL HOLDINGS CORP. 6% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE PROMISSORY NOTE


DUE
JANUARY [__], 2022]


 


	Issuance
    Date: January [  ], 2021	Principal
    Amount: $[______]


 


FOR
VALUE RECEIVED, American International Holdings Corp., a Nevada corporation (the “Company”), hereby promises
to pay to the order of [_____________________], or its registered assigns (the “Holder”) the amount set forth
above as the original principal amount (as reduced pursuant to the terms hereof pursuant to prepayment, conversion or otherwise,
the “Principal”) when due, whether upon January [___], [2022] (the “Maturity Date”), or
upon acceleration, prepayment or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”)
on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set forth above as the Issuance
Date (the “Issuance Date”) until the same becomes due and payable, whether upon the Maturity Date or upon acceleration,
conversion, prepayment or otherwise (in each case in accordance with the terms hereof). This 6% Original Issue Discount Secured
Convertible Promissory Note (this “Note”) is issued to the Holder as of the Issuance Date by the Company. Certain
capitalized terms used herein are defined in Section 29.


 


1.
PAYMENTS OF PRINCIPAL. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding
Principal, accrued and unpaid Interest and accrued and unpaid Late Charges on such Principal and Interest. Other than as specifically
permitted by this Note, the Company may not prepay any portion of the outstanding Principal, accrued and unpaid Interest or accrued
and unpaid Late Charges on Principal and Interest, if any.


 




    	 	1	 



    	 



    

 


2.
INTEREST; INTEREST RATE.


 


(a)
Interest on this Note shall commence accruing on the Issuance Date at 6% per annum (the “Interest Rate”), shall
be computed on the basis of a 360-day year and twelve 30-day months and shall be payable by the Company to the Holder in cash,
within seven days of the end of each calendar quarter while this Note remains outstanding (each, a “Scheduled Interest
Payment Date”). All accrued and unpaid Interest not otherwise paid on a Scheduled Interest Payment Date shall be due
on the Maturity Date as set forth in Section 1 hereof.


 


(b)
From and after the occurrence and during the continuance of any Event of Default, the Interest Rate shall automatically be increased
to 15.0% per annum or the highest amount permitted by law, shall compound monthly, and shall be due and payable on the first Trading
Day of each calendar month during the continuance of such Event of Default (a “Default Interest Payment Date”).
In the event that such Event of Default is subsequently cured (and no other Event of Default then exists (including, without limitation,
for the Company’s failure to pay such Interest at the Default Rate on the applicable Default Interest Payment Date), the
adjustment referred to in the preceding sentence shall cease to be effective as of the day immediately following the date of such
cure; provided that the Interest as calculated and unpaid at such increased rate during the continuance of such Event of Default
shall continue to apply to the extent relating to the days after the occurrence of such Event of Default through and including
the date of such cure of such Event of Default.


 


3.
CONVERSION OF NOTE. At any time after the Issuance Date, this Note shall be convertible into validly issued, fully paid
and non-assessable shares of Common Stock (as defined below), on the terms and conditions set forth in this Section 3.


 


(a)
Conversion Right. Subject to the provisions of Section 3(d), at any time following the Issuance Date, the Holder shall
be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into validly issued, fully
paid and non-assessable shares of Common Stock in accordance with Section 3(b), at the Conversion Rate (as defined below). The
Company shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance
of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole
share. The Company shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation,
fees and expenses of the Transfer Agent (as defined below)) that may be payable with respect to the issuance and delivery of Common
Stock upon conversion of any Conversion Amount.


 




    	 	2	 



    	 



    

 


(b)
Conversion Rate. The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to Section
3(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”).


 


(i)
“Conversion Amount” means the sum of (x) portion of the Principal to be converted with respect to which this
determination is being made and (y) all accrued and unpaid Interest with respect to such portion of the Principal amount including
any accrued and unpaid Late Charges as provided in Section 2(b) with respect to such portion of such Principal and such Interest,
if any.


 


(ii)
“Conversion Price” means, except as otherwise provided in this Note, as of any Conversion Date, the lesser
of (a) [$0.50]1 or (b) 75% of the lowest daily VWAP of the Common Stock during the seven consecutive Trading Day period
ending on the Trading Day prior to delivery or deemed delivery of the applicable Conversion Notice (clause (b), the “Market
Price”), provided, however, that subject to the automatic adjustment pursuant to Section 3(b)(iii), the Conversion
Price shall not be less than the Floor Price as defined by the Securities Purchase Agreement dated the date of this Note between
the Company and the Holder (the “SPA”), subject in each case to equitable adjustments resulting from any stock splits,
stock dividends, combinations, recapitalizations or similar events. The Company shall issue irrevocable instructions to its Transfer
Agent regarding conversions such that the transfer agent shall be authorized and instructed to issue shares of Common Stock upon
its receipt of a Conversion Notice without further approval or authorization from the Company. The Conversion Price shall be rounded
down to the nearest $.001. For example, if stock is $.1275, stock is rounded down to $.127.


 


(iii)
If at any time while this Note remains outstanding the VWAP of the Common Stock is not at least equal to the Floor Price for a
seven consecutive Trading Day period, then the Floor Price shall be automatically adjusted to a price per share equal to 75% of
the VWAP of the Common Stock on the seventh Trading Day.


 





 



1
For the Second Tranche: the lower of (i) VWAP of Common Stock on the Second Tranche Closing Date or (ii).the Market Price.


 




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(c)
Mechanics of Conversion.


 


(i)
Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”),
the Holder shall deliver to the Company (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59
p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I
(the “Conversion Notice”). On or before the second Trading Day following the date of receipt of a Conversion
Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation and representation as to
whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement,
in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent which
confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms
herein. Prior to 2:00 pm New York, New York time on the Trading Day which is the last day of the Standard Settlement Period (such
time, the , “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating
in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder
shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its
Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities
Transfer Program, upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified
in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common
Stock to which the Holder shall be entitled pursuant to such conversion. The Person or Persons entitled to receive the shares
of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such
shares of Common Stock on the Conversion Date. Notwithstanding anything to the contrary contained in this Note, after the effective
date of a registration statement registering the resale of the shares of Common Stock issuable upon a conversion of this Note
and prior to the Holder’s receipt of a notice that such registration statement is not available with respect thereto, the
Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection
with any sale of shares of Common Stock issuable upon a conversion of this Note with respect to which the Holder has entered into
a contract for sale, and delivered a copy of the prospectus included as part of the particular registration statement to the extent
applicable, and for which the Holder has not yet settled.


 


(ii)
Obligation Absolute; Partial Liquidated Damages. The Company’s obligations to issue and deliver the Common Stock
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 Common Stock; 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 150% 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 Common
Stock or, if applicable, cash, upon a properly noticed conversion.


 




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(iii)
The Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior
to the applicable Share Delivery Deadline, if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer
Program, to issue and deliver to the Holder (or its designee) a certificate for the number of shares of Common Stock to which
the Holder is entitled and register such shares of Common Stock on the Company’s share register or, if the Transfer Agent
is participating in the DTC Fast Automated Securities Transfer Program, to credit the balance account of the Holder or the Holder’s
designee with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion
of this Note (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available
to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance
of such shares of Common Stock is not timely effected an amount equal to 1% increasing to 2% per Trading Day on the fifth Trading
Day after such liquidated damages begin to accrue) of the product of (A) the sum of the number of shares of Common Stock not issued
to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (B) any trading price
of the Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion
Date and ending on the applicable Share Delivery Deadline and (2) the Holder, upon written notice to the Company, may void its
Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been
converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s
obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(iii) or otherwise.
In addition to the foregoing, if on or prior to the Share Delivery Deadline, if the Transfer Agent is not participating in the
DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver to the Holder (or its designee) a
certificate and register such shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating
in the DTC Fast Automated Securities Transfer Program, the Transfer Agent shall fail to credit the balance account of the Holder
or the Holder’s designee with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s
conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, and if on or after such Share
Delivery Deadline the Holder purchases (in an open market transaction or otherwise) shares of Common Stock corresponding to all
or any portion of the number of shares of Common Stock issuable upon such conversion that the Holder is entitled to receive from
the Company and has not received from the Company in connection with such Conversion Failure or Notice Failure, as applicable
(a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two
Trading Days after receipt of the Holder’s request and in the Holder’s discretion, either: (I) pay cash to the Holder
in an amount equal to the Holder’s total purchase price (including brokerage commissions or markups and other out-of-pocket
expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect,
or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue
and deliver such certificate (and to issue such shares of Common Stock) or credit the balance account of such Holder or such Holder’s
designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s
conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (II) promptly honor its
obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit
the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common
Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder
in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of shares of Common Stock multiplied
by (y) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable
Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”).
Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including,
without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely
deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the conversion
of this Note as required pursuant to the terms hereof.


 




    	 	5	 



    	 



    

 


(iv)
Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation
of the name and address of the Holder of the Note and the principal amount of the Note. The entries in the Register shall be conclusive
and binding for all purposes absent manifest error. The Company and the holder or holders of the Note shall treat each Person
whose name is recorded in the Register as the owner of a Note for all purposes (including, without limitation, the right to receive
payments of Principal and Interest hereunder) notwithstanding notice to the contrary. The Note may be assigned, transferred or
sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request
to assign, transfer or sell all or part of the Note by the holder thereof, the Company shall record the information contained
therein in the Register and issue one or more new Notes in the same aggregate principal amount as the principal amount of the
surrendered Note to the designated assignee or transferee pursuant to Section 17, provided that if the Company does not
so record an assignment, transfer or sale (as the case may be) of all or part of any Note within two Trading Days of such a request,
then the Register shall be automatically deemed updated to reflect such assignment, transfer or sale (as the case may be). Notwithstanding
anything to the contrary set forth in this Section 3, following conversion of any portion of this Note in accordance with the
terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion
Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company following conversion
thereof) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice)
requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing
the Principal, Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversions, and/or
payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not
to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such Principal,
Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversions, and/or payments (as the
case may be) within two Trading Days of such occurrence, then the Register shall be automatically deemed updated to reflect such
occurrence.


 


(v)
Pro Rata Conversion; Disputes. In the event that the Company receives a Conversion Notice from the Holder and any holders
of Options or other Convertible Securities for the same Conversion Date and the Company can convert some, but not all, of such
portions of the Notes, Options or other Convertible Securities submitted for conversion, the Company, subject to Section 3(d),
shall first convert the entire Conversion Amount submitted for conversion on such date by the Holder, and shall thereafter convert
from each holder of Options or other Convertible Securities electing to have Options or other Convertible Securities converted
on such date (other than the Notes) a pro rata amount of such holder’s portion of its Options or other Convertible Securities
submitted for conversion based on the aggregate number of shares of Common Stock issuable upon exercise (or conversion) of all
Options or other Convertible Securities submitted for conversion on such date (not including the Notes).


 




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(d)
Limitations on Conversions. The Company shall not effect the conversion of any portion of the Note and the Holder shall
not have the right to convert any portion of the Note and any such conversion shall be null and void and treated as if never made,
to the extent that after giving effect to such conversion, the Holder would beneficially own in excess of 9.99% of the shares
of Common Stock outstanding immediately after giving effect to such conversion (the “Maximum Percentage”).
(For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder shall
include the number of shares of Common Stock held by the Holder plus the number of shares of Common Stock issuable upon conversion
of the Note and all other convertible securities with respect to which the determination of such sentence is being made subject
to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d). For purposes of this Section
3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining
the number of outstanding shares of Common Stock the Holder may acquire upon the conversion of the Note without exceeding the
Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s
most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with
the Securities and Exchange Commission (the “SEC”), as the case may be, (y) a more recent public announcement
by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares
of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Notice of
Conversion from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding
Share Number, the Company shall notify the Holder in writing of the number of shares of Common Stock then outstanding and, to
the extent that such Notice of Conversion would otherwise cause the Holder’s beneficial ownership, as determined pursuant
to this Section 3(d), to exceed the Maximum Percentage, the Company must notify the Holder of a reduced number of shares of Common
Stock to be purchased pursuant to such Notice of Conversion. For any reason at any time, upon the written or oral request of the
Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number
of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined
after giving effect to the conversion or exercise of securities of the Company, including such Note, by the Holder since the date
as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the
Holder upon conversion of such portion of the Note results in the Holder being deemed to beneficially own, in the aggregate, more
than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the Exchange
Act and Rule 13b-3 thereunder), the number of shares of Common Stock so issued by which the Holder’s beneficial ownership
exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab
initio, and the Holder shall not have the power to vote, sell, or to transfer the Excess Shares. For purposes of clarity,
the shares of Common Stock issuable to the Holder pursuant to the terms of this Note in excess of the Maximum Percentage shall
not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1)
of the Exchange Act. No prior inability to convert the Note pursuant to this Section 3(d) shall have any effect on the applicability
of the provisions of this Section 3(d) with respect to any subsequent determination of convertibility. The provisions of this
Section 3(d) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section
3(d) to the extent necessary to correct any portion of this Section 3(d) which may be defective or inconsistent with the intended
beneficial ownership limitation contained in this Section 3(d) or to make changes or supplements necessary or desirable to properly
give effect to such limitation. The provisions of this Section 3(d) shall be of no further force or effect if the Holder participates
in a subsequent transaction with the Company and acquires Common Stock and/or securities convertible into Common Stock which do
not contain a beneficial ownership limitation. In such event, the Maximum Percentage limitation shall be (i) deemed modified to
be identical to any limitation on beneficial ownership contained in the subsequent transaction or (ii) eliminated if there is
no such limitation on beneficial ownership.


 




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(e)
Alternate Conversion.


 


(i)
General. At any time after the occurrence of an Event of Default and during any Event of Default Prepayment Right Period
(as defined below) (in the situation where the Event of Default has not been cured on or prior to the Event of Default Right Expiration
Date (as defined below) or if the Holder has delivered an Event of Default Prepayment Notice to the Company), the Holder may,
at the Holder’s sole discretion, convert (each, an “Alternate Conversion”, and the date of such Alternate
Conversion, each, an “Alternate Conversion Date”) all, or any part of, in one or several times, the entire
Conversion Amount under the outstanding amount of the Note (such portion of the Conversion Amount subject to such Alternate Conversion,
the “Alternate Conversion Amount”) into shares of Common Stock at the Alternate Conversion Price in accordance
with Section 3(e)(ii) below. For the avoidance of doubt, during any Event of Default Prepayment Right Period, the Holder may,
in lieu of a conversion pursuant to Section 3(a) hereof, voluntarily convert all, or any part of, the entire Conversion Amount,
and shall not be limited with respect to the number of times the Holder may convert the Conversion Amount or value of the Conversion
Amount so converted.


 


(ii)
Mechanics of Default Alternate Conversion. On any Alternate Conversion Date, the Holder may voluntarily convert any Alternate
Conversion Amount pursuant to Section 3(b) (with “Alternate Conversion Price” replacing “Conversion Price”
for all purposes hereunder with respect to such Alternate Conversion and, with the “Event of Default Prepayment Price”
replacing “Conversion Amount” in clause (x) of the definition of Conversion Rate above with respect to such Alternate
Conversion) by designating in the Conversion Notice delivered pursuant to this Section 3(e)(ii) of this Note that the Holder is
electing to use the Alternate Conversion Price for such conversion. Notwithstanding anything to the contrary in this Section 3(e)(ii),
but subject to Section 3(d), until the Company delivers shares of Common Stock representing the applicable Alternate Conversion
Amount to the Holder, such Alternate Conversion Amount may be converted by the Holder into shares of Common Stock pursuant to
Section 3(b) without regard to this Section 3(e).


 


4.
EVENTS OF DEFAULT; RIGHTS UPON AN EVENT OF DEFAULT.


 


(a)
Event of Default. Each of the following events shall constitute an “Event of Default”:


 


(i)
(1) the SEC suspends the Common Stock from trading, or (2) the failure by the Company to maintain the listing or quotation of
the Common Stock (as applicable) on a Principal Market for a period of two consecutive Trading Days;


 


(ii)
the Company’s (A) failure to cure a Conversion Failure by delivery of the required number of shares of Common Stock within
five Trading Days after the applicable Conversion Date or (B) notice, written or oral, to any holder of the Note, including, without
limitation, by way of public announcement or through any of its agents, at any time, of its intention not to comply, as required,
with a request for conversion of the Note into shares of Common Stock that is requested in accordance with the provisions of the
Note, other than pursuant to Section 3(d);


 


(iii)
the number of shares of Common Stock reserved for issuance upon a conversion of the full Conversion Amount of this Note and exercise
of the Warrants in accordance with Section 10(a) hereof (without regard to any limitations on conversion set forth in Section
3(d) or otherwise), is not at least equal to the then applicable Required Reserve Amount pursuant to Section 10(a), and the Company
fails to reserve additional shares of Common Stock to cure the deficiency within two Trading Days;


 




    	 	8	 



    	 



    

 


(iv)
the Company’s or any Subsidiary’s failure to pay to the Holder any amount of Principal, Interest, Late Charges or
other amounts when and as due under this Note (including, without limitation, the Company’s or any Subsidiary’s failure
to pay any prepayment payments or amounts hereunder) or any other agreement, document, certificate or other instrument delivered
in connection with the transactions contemplated hereby and thereby, except, in the case of a failure to pay Interest and Late
Charges when and as due, in which case only if such failure remains uncured for a period of at least two Trading Days;


 


(v)
the Company fails to deliver Common Stock issued to the Holder upon conversion of the Notes or exercise of the Warrants by the
Share Delivery Deadline, and any such failure remains uncured for more than two Trading Days;


 


(vi)
the occurrence of any default under, prepayment of, except as specifically permitted hereunder, or acceleration prior to maturity
of at least an aggregate of $30,000 of Indebtedness of the Company or any of its Subsidiaries;


 


(vii)
the Company and/or any Subsidiary, individually or in the aggregate, either (i) fails to pay, when due, or within any applicable
grace period, any payment with respect to any Indebtedness in excess of $30,000 due to any third party (other than, with respect
to unsecured Indebtedness only, payments contested by the Company and/or such Subsidiary (as the case may be) in good faith by
proper proceedings and with respect to which adequate reserves have been set aside for the payment thereof in accordance with
GAAP) or is otherwise in breach or violation of any agreement for monies owed or owing in an amount in excess of $30,000, which
breach or violation permits the other party thereto to declare a default or otherwise accelerate amounts due thereunder, or (ii)
suffer to exist;


 


(viii)
bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted
by or against the Company or any Subsidiary and, if instituted against the Company or any Subsidiary by a third party, shall not
be dismissed within 30 days of their initiation;


 


(ix)
the commencement by the Company or any Subsidiary of a voluntary case or proceeding under any applicable federal, state or foreign
bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by it to the entry of a decree, order, judgment or other similar document in respect of the Company
or any Subsidiary in an involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the
filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal, state or foreign
law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Subsidiary or of any substantial part
of its property, or the making by it of an assignment for the benefit of creditors, or the execution of a composition of debts,
or the occurrence of any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability
to pay its debts generally as they become due, the taking of corporate action by the Company or any Subsidiary in furtherance
of any such action or the taking of any action by any Person to commence a Uniform Commercial Code foreclosure sale or any other
similar action under federal, state or foreign law;


 




    	 	9	 



    	 



    

 


(x)
the entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company or any Subsidiary of
a voluntary or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization
or other similar law or (ii) a decree, order, judgment or other similar document adjudging the Company or any Subsidiary as bankrupt
or insolvent, or approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition
of or in respect of the Company or any Subsidiary under any applicable federal, state or foreign law or (iii) a decree, order,
judgment or other similar document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar
official of the Company or any Subsidiary or of any substantial part of its property, or ordering the winding up or liquidation
of its affairs, and the continuance of any such decree, order, judgment or other similar document or any such other decree, order,
judgment or other similar document unstayed and in effect for a period of 30 consecutive days;


 


(xi)
a final judgment or judgments for the payment of money aggregating in excess of $75,000 are rendered against the Company and/or
any of its Subsidiaries and which judgment(s) is(are) not, bonded, discharged, settled or stayed pending appeal, or are not discharged
within 10 days after the entry of the judgment(s), excluding any judgment related to Robert Holden;


 


(xii)
other than as specifically set forth in another clause of this Section 4(a), the Company or any Subsidiary breaches any representation
or warranty in any material respect (other than representations or warranties subject to materiality limitations, which may not
be breached in any respect) or any covenant or other term or condition of this Note or any other Transaction Document, except,
in the case of a breach of a covenant or other term or condition that is curable, only if such breach remains uncured for a period
of five consecutive Trading Days, excluding any leases of Company Subsidiaries;


 


(xiii)
the Company fails to comply in any material respect with the reporting requirements of the Exchange Act (including but not limited
to becoming delinquent in the filing of any report required to be filed under the Exchange Act including any extension permitted
by Rule 12b-25 under the Exchange Act) or ceases to be subject to the reporting requirements of the Exchange Act. For avoidance
of doubt, a failure to file an Exchange Act report within such time shall be deemed to be a failure to comply in a material respect;


 


(xiv)
a false or inaccurate certification (including a false or inaccurate deemed certification) by the Company as to whether any Event
of Default has occurred;


 




    	 	10	 



    	 



    

 


(xv)
the Company or a Subsidiary enters into a Variable Rate Transaction or a similar transaction prohibited under the SPA, without
the prior written consent of the Holder;


 


(xvi)
any Material Adverse Effect on the Company or any Subsidiary occurs or any other circumstance or event that would, with or without
the passage of time or the giving of notice, result in a default or event of default under any agreement binding upon the Company
or any Subsidiary, which default or event of default would or is likely to have a Material Adverse Effect on the Company or any
subsidiary;


 


(xvii)
the Company replaces its transfer agent, and the Company fails to provide prior to the effective date of such replacement, a fully
executed irrevocable transfer agent instructions (including but not limited to the provision to irrevocably reserve the Required
Minimum under Section 4.9 of the SPA) signed by the successor transfer agent and the Company;


 


(xviii)
the Company breaches any Transaction Document or any other notes or other documents evidencing the Indebtedness of the Company
(regardless of whether such breach would constitute an Event of Default under any Transaction Document);


 


(xix)
there is a failure to satisfy any Equity Condition relating to the Company or its Common Stock at any time;


 


(xx)
the Company fails to pay the Holder the legal fees owed in connection with conversions of the Notes and exercise of the Warrants;


 


(xxi)
the Company provides a Holder with material non-public information concerning the Company without the Holder’s prior written
consent;


 


(xxii)
the Company restates any financial statements included in its reports or registration statements filed pursuant to the Securities
Act the Exchange Act for any date or period from two years prior to the Issuance Date of this Note and until this Note is no longer
outstanding, if following first public announcement or disclosure that a restatement will occur the VWAP on the next Trading Day
is 20% less than the VWAP on the prior Trading Day. For the purposes of this clause (xxi) the next Trading Day if an announcement
is made before 4:00 pm New York, NY time is either the day of the announcement or the following Trading Day; or


 


(xxiii)
the Company organizes a New Subsidiary and the Company fails to pledge the equity interests within 10 Trading Days of such organization
or fails to cause the New Subsidiary to guarantee all Notes within such period.


 




    	 	11	 



    	 



    

 


(b)
Notice of an Event of Default; Prepayment Right. Upon learning of an Event of Default with respect to this Note, the Company
shall within two Trading Days deliver written notice thereof via facsimile or electronic mail and overnight courier (with next
day delivery specified) (an “Event of Default Notice”) to the Holder. If any Event of Default occurs, upon
written demand by the Holder, this Note shall become immediately due and payable and the Borrower shall pay to the Holder, in
full satisfaction of its obligations hereunder, an amount equal to 110% (plus an additional 2% per each additional Event of Default
that occurs hereunder) (the “Events of Default Premium”) multiplied by the then outstanding entire balance
of this Note (including Principal and accrued and unpaid Interest) plus Late Charges from the date of the Event of Default, if
any, plus any amounts owed to the Holder pursuant to Section 3(c)(ii) in addition to this Section 4(b) (collectively, in the aggregate
of all of the above, the “Default Amount”), and all other amounts payable hereunder shall immediately become
due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs,
of collection, including, without limitation, legal fees and expenses, and the Holder shall be entitled to exercise all other
rights and remedies available at law or in equity. Upon the payment in full of the 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 4(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent
thereon.


 


5.
RIGHTS UPON FUNDAMENTAL TRANSACTION.


 


(a)
Repay or Convert. In the event of a Fundamental Transaction, the Holder will convert this Note or accept prepayment as
provided for herein. In the event this Note is not converted or prepayment is not accepted, the Company will have no further liability
to Holder under this Note.


 


(b)
Notice of a Change of Control; Prepayment Right. No sooner than 20 Trading Days nor later than 10 Trading Days prior to
the consummation of a Change of Control (the “Change of Control Date”), but not prior to the public announcement
of such Change of Control, the Company shall deliver written notice thereof via facsimile or electronic mail and overnight courier
to the Holder (a “Change of Control Notice”). At any time during the period beginning after the Holder’s
receipt of a Change of Control Notice or the Holder becoming aware of a Change of Control if a Change of Control Notice is not
delivered to the Holder in accordance with the immediately preceding sentence (as applicable) and ending on the later of 20 Trading
Days after (A) consummation of such Change of Control or (B) the date of receipt of such Change of Control Notice, the Holder
may require the Company to prepay all or any portion of this Note by delivering written notice thereof (the “Change of
Control Prepayment Notice”) to the Company, which Change of Control Prepayment Notice shall indicate the Conversion
Amount the Holder is electing to prepay. The portion of this Note subject to prepayment pursuant to this Section 5(b) shall be
prepaid by the Company in cash at a price equal to the product of (w) the Change of Control Prepayment Premium multiplied by (y)
the Conversion Amount being prepaid (the “Change of Control Prepayment Price”). Prepayments required by this
Section 5(b) shall be made in accordance with the provisions of Section 11 and shall have priority to payments to stockholders
in connection with such Change of Control. To the extent prepayments required by this Section 5(b) are deemed or determined by
a court of competent jurisdiction to be prepayments of this Note by the Company, such prepayments shall be deemed to be voluntary
prepayments. Notwithstanding anything to the contrary in this Section 5(b), but subject to Section 5(a), until the Change of Control
Prepayment Price (together with any Late Charges thereon) is paid in full, the Conversion Amount submitted for prepayment under
this Section 5(b) (together with any Late Charges thereon) may be converted, in whole or in part, by the Holder into Common Stock
pursuant to Section 3. In the event of the Company’s prepayment of any portion of this Note under this Section 5(b), the
Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future
interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly,
any prepayment premium due under this Section 5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate
of the Holder’s actual loss of its investment opportunity and not as a penalty.


 




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6.
RIGHTS UPON ISSUANCE OF PURCHASE RIGHTS AND OTHER CORPORATE EVENTS.


 


(a)
Purchase Rights. In addition to any adjustments pursuant to Section 7 below, if at any time the Company grants, issues
or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all
or substantially all of the record holders of any class of Common Stock (the “Purchase Rights”), that is not
an Exempt Issuance, then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate
Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon
complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note
and assuming for such purpose that the Note was converted at the Alternate Conversion Price as of the applicable record date)
immediately prior to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such
record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or
sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate
in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then
the Holder shall not be entitled to participate in such Purchase Right to the extent of the Maximum Percentage (and shall not
be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership)
to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance (and, if such Purchase Right
has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance,
if applicable) for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder
and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right
(and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly
in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be
extended by such number of days held in abeyance, if applicable)) to the same extent as if there had been no such limitation).


 


(b)
Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation
of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other
assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make
appropriate provision to ensure that the Holder will thereafter have the right to receive upon a conversion of this Note, at the
Holder’s option (i) in addition to the shares of Common Stock receivable upon such conversion, such securities or other
assets to which the Holder would have been entitled with respect to such shares of Common Stock had such shares of Common Stock
been held by the Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions
on the convertibility of this Note) or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion, such
securities or other assets received by the holders of shares of Common Stock in connection with the consummation of such Corporate
Event in such amounts as the Holder would have been entitled to receive had this Note initially been issued with conversion rights
for the form of such consideration (as opposed to shares of Common Stock) at a conversion rate for such consideration commensurate
with the Conversion Rate. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the
Holder. The provisions of this Section 6 shall apply similarly and equally to successive Corporate Events and shall be applied
without regard to any limitations on the conversion or prepayment of this Note.


 




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7.
RIGHTS UPON ISSUANCE OF OTHER SECURITIES.


 


(a)
Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Issuance Date the Company
issues or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, any shares of Common Stock (including
the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance
issued or sold or deemed to have been issued or sold) for a consideration per share (the “Dilutive Issuance Price”)
less than a price equal to the Conversion Price in effect immediately prior to such issuance or sale or deemed issuance or sale
(such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive
Issuance”), then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to
the lower of (i) an amount equal to the Dilutive Issuance Price, or (ii) the VWAP on the Trading Day following the first public
disclosure of the Dilutive Issuance. For the purposes of this Section 7(a), the next Trading Day if an announcement is made before
4:00 pm New York, NY time is either the day of the announcement or the following Trading Day. For all purposes of the foregoing
(including, without limitation, determining the adjusted Conversion Price and the Dilutive Issuance Price under this Section 7(a)),
the following shall be applicable:


 


(i)
Issuance of Options. If the Company in any manner grants or sells any Options and the lowest price per share for which
one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange
of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than
the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the
Company at the time of the granting or sale of such Option for such price per share, excluding any transactions involving an Exempt
Issuance. For purposes of this Section 7(a)(i), the “lowest price per share for which one share of Common Stock is at any
time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Convertible Securities issuable
upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the
sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common
Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any
Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise
price set forth in such Option for which one share of Common Stock is issuable (or may become issuable assuming all possible market
conditions) upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable
upon exercise of any such Option or otherwise pursuant to the terms thereof, minus (2) the sum of all amounts paid or payable
to the holder of such Option (or any other Person) upon the granting or sale of such Option, upon exercise of such Option and
upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant
to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder
of such Option (or any other Person). Except as contemplated below, no further adjustment of the Conversion Price shall be made
upon the actual issuance of such share of Common Stock or of such Convertible Securities upon the exercise of such Options or
otherwise pursuant to the terms thereof or upon the actual issuance of such shares of Common Stock upon conversion, exercise or
exchange of such Convertible Securities.


 


(ii)
Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest
price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof
or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed
to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities
for such price per share. For the purposes of this Section 7(a)(ii), the “lowest price per share for which one share of
Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof”
shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company
with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise
or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth
in such Convertible Security for which one share of Common Stock is issuable (or may become issuable assuming all possible market
conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all
amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible
Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible
Security (or any other Person). Except as contemplated below, no further adjustment of the Conversion Price shall be made upon
the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise
pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options
for which adjustment of the Conversion Price has been or is to be made pursuant to other provisions of this Section 7(a), except
as contemplated below, no further adjustment of the Conversion Price shall be made by reason of such issuance or sale.


 




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(iii)
Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional
consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at
which any Convertible Securities are convertible into or exercisable or exchangeable for shares of Common Stock decreases at any
time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to
in Section 7(b) below), the Conversion Price in effect at the time of such decrease shall be adjusted to the Conversion Price
which would have been in effect at such time had such Options or Convertible Securities provided for such decreased purchase price,
additional consideration or decreased conversion rate (as the case may be) at the time initially granted, issued or sold. For
purposes of this Section 7(a)(iii), if the terms of any Option or Convertible Security that was outstanding as of the Issuance
Date are decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and
the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as
of the date of such decrease. No adjustment pursuant to this Section 7(a) shall be made if such adjustment would result in an
increase of the Conversion Price then in effect.


 


(iv)
Issuances of Units. In case any Options or Convertible Securities are issued in connection with the issue or sale of other
securities of the Company, together comprising one integrated transaction, (x) the Options or Convertible Securities (except for
indebtedness) will be deemed to have been issued for the par value of the Common Stock and (y) the other securities issued or
sold in such integrated transaction shall be deemed to have been issued or sold for the difference of (I) the aggregate consideration
received by the Company less any consideration paid or payable by the Company pursuant to the terms of such other securities of
the Company, less (II) the par value. Any indebtedness shall be valued at the principal less any original issue discount. If multiple
shares of Common Stock are contained in a unit, the aggregate consideration shall be divided by the number of shares of Common
Stock in a unit. If any shares of Common Stock or Options or Convertible Securities are issued or sold or deemed to have been
issued or sold for cash, the amount of such consideration received by the Company will be deemed to be the net amount received
by the Company therefor. If any shares of Common Stock or Options or Convertible Securities are issued or sold for a consideration
other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except
where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company
will be the VWAP of such public traded securities on the date of receipt. If any shares of Common Stock or Options or Convertible
Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving
entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business
of the non-surviving entity as is attributable to such shares of Common Stock or Options or Convertible Securities, as the case
may be.


 




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(v)
Record Date. If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling them (A)
to receive a dividend or other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to
subscribe for or purchase shares of Common Stock, Options or Convertible Securities, then such record date will be deemed to be
the date of the issuance or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such
dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase (as the
case may be).


 


(b)
Adjustment of Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision of Section
7, if the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or
other similar transaction) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the
Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision
of Section 7(a), if the Company at any time on or after the Issuance Date combines (by any reverse stock split, or stock combination,
recapitalization or other similar transaction) one or more classes of its outstanding shares of Common Stock into a smaller number
of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment
pursuant to this Section 7(b) shall become effective immediately after the effective date of such subdivision or combination.
If any event requiring an adjustment under this Section 7(b) occurs during the period that a Conversion Price is calculated hereunder,
then the calculation of such Conversion Price shall be adjusted appropriately to reflect such event.


 


(c)
The Holder’s Right of Adjusted Conversion Price. In addition to and not in limitation of the other provisions of
this Section 7, if the Company breaches the prohibition in the SPA and issues or agrees to issue Variable Priced Equity Instruments,
the Company shall provide written notice thereof via facsimile or email and overnight courier to the Holder on the date of such
agreement and the issuance of such Convertible Securities or Options. From and after the date the Company enters into such agreement
or issues any such Variable Price Equity Instruments, the Holder shall have the right, but not the obligation, in its sole discretion
to substitute the variable price for the Conversion Price upon conversion of this Note by designating in the Conversion Notice
delivered upon any conversion of this Note that solely for purposes of such conversion the Holder is relying on the variable price
rather than the Conversion Price then in effect. The Holder’s election to rely on a variable price for a particular conversion
of this Note shall not obligate the Holder to rely on a variable price for any future conversion of this Note.


 




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(d)
Stock Combination Event Adjustments. If at any time and from time-to- time on or after the Issuance Date there occurs any
stock split, stock dividend, stock combination, reverse split, recapitalization or other similar transaction involving the Common
Stock (each, a “Stock Combination Event”, and such date thereof, the “Stock Combination Event Date”)
and the Event Market Price is less than the Conversion Price then in effect (after giving effect to the adjustment in Section
7(b) above), then the Conversion Price shall be equal to the Event Market Price.


 


(e)
Other Events. In the event that the Company (or any Subsidiary) shall take any action to which the provisions hereof are
not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the
type contemplated by the provisions of this Section 7 but not expressly provided for by such provisions (including, without limitation,
the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company’s
board of directors shall in good faith determine and implement an appropriate adjustment in the Conversion Price so as to protect
the rights of the Holder, provided that no such adjustment pursuant to this Section 7(e) will increase the Conversion Price as
otherwise determined pursuant to this Section 7, provided further that if the Holder does not accept such adjustments as
appropriately protecting its interests hereunder against such dilution, then the Company’s board of directors and the Holder
shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments,
whose determination shall be final and binding absent manifest error and whose fees and expenses shall be borne by the Company.


 


(f)
Calculations. All calculations under this Section 7 shall be made by rounding to the nearest cent or the nearest 1/100th
of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or
held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common
Stock.


 


(g)
Voluntary Adjustment by the Company. The Company may at any time during the term of this Note, with the prior written consent
of the Holder, reduce the then current Conversion Price of the Note to any amount and for any period of time deemed appropriate
by the board of directors of the Company.


 




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8.
PREPAYMENT.


 


(a)
Prepayment by the Company. At any time after the Issuance Date, the Company shall have the right to prepay all or a portion
of the Principal then outstanding under this Note, together with all Interest and Late Charges as set forth in Section 2(b) (each,
a “Company Optional Prepayment Amount”) on the Company Optional Prepayment Date (as defined below) (a “Company
Optional Prepayment”) in cash at a price (the “Company Optional Prepayment Price”) equal to 110%
of the Principal, Interest and Late Charges being prepaid. The Company may exercise its right to prepay the Note under this Section
8(a) by delivering a written notice thereof by facsimile or electronic mail and overnight courier to the Holder (the “Company
Optional Prepayment Notice” and the date the Holder receives such notice is referred to as the “Company Optional
Prepayment Notice Date”). Each Company Optional Prepayment Notice delivered by the Company to the Holder shall be irrevocable.
Each Company Optional Prepayment Notice shall (x) state the date on which the Company Optional Prepayment shall occur (the “Company
Optional Prepayment Date”) which date shall not be less than 15 Trading Days and not more than 30 Trading Days following
the Company Optional Prepayment Notice Date; (y) state the aggregate Principal of the Note which is being prepaid in such Company
Optional Prepayment pursuant to this Section 8(a) on the Company Optional Prepayment Date; and (z) state the aggregate Interest
and Late Charges of the Note which is being prepaid in such Company Optional Prepayment pursuant to this Section 8(a) on the Company
Optional Prepayment Date. Upon receipt of a Company Optional Prepayment Notice, the Holder shall have the right, but not the obligation,
to convert all or a portion of the Principal then remaining under this Note in accordance with Section 3 hereof prior to the Company
Optional Prepayment Date. To the extent the amount converted by the Holder reduces the Company Optional Prepayment Amount required
to be prepaid by the Company on the Company Optional Prepayment Date, the Company Optional Prepayment Amount shall be reduced
accordingly. Prepayments made pursuant to this Section 8(a) shall be made in accordance with Section 11. In the event of the Company’s
prepayment of this Note under this Section 8(a), the Holder’s damages would be uncertain and difficult to estimate because
of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute
investment opportunity for the Holder. Accordingly, any prepayment premium due under this Section 8(a) is intended by the parties
to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a
penalty. Notwithstanding the foregoing, the Company shall have no right to effect a Company Optional Prepayment if any Event of
Default has occurred and continuing unless the Events of Default Premium is paid in lieu of the 110% premium, but any Event of
Default shall have no effect upon the Holder’s right to convert this Note in its discretion. The Company shall give notice
of any prepayment on Exhibit III, attached hereto.


 


(b)
Equal Treatment of the Notes. Any prepayment by the Company under Section 8(a) shall require the Company to treat all Holders
of the Notes issued on the Issuance Date in a similar manner on a pro rata basis based on the Principal of all outstanding Notes.


 


(c)
[Reserved].


 


9.
NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of the Company’s
Articles of Incorporation or other charter documents, Bylaws or through any reorganization, transfer of assets, consolidation,
merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all of the provisions
of this Note and take all action as may be required to protect the rights of the Holder of this Note. Without limiting the generality
of the foregoing or any other provision of this Note or the other Transaction Documents, the Company (a) shall not increase the
par value of any shares of Common Stock receivable upon conversion of this Note above the Conversion Price then in effect, and
(b) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully
paid and non-assessable shares of Common Stock upon the conversion of this Note.


 




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10.
RESERVATION OF AUTHORIZED SHARES.


 


(a)
Reservation. So long as the Note remains outstanding, the Company shall at all times reserve and keep available out of
its authorized and unissued shares of Common Stock at least 300% of the maximum number of shares of Common Stock issuable pursuant
to the Transaction Documents upon: (i) conversion of the then outstanding Principal amount of the Note and the accrued and unpaid
Interest (assuming for purposes hereof that (x) the Note is convertible at the Floor Price, as may be adjusted pursuant to Section
3(b)(iii), (y) Interest on the Note shall accrue through the 12-month anniversary of the Issuance Date and will be converted into
shares of Common Stock at a conversion price equal to the Floor Price (assuming an Alternate Conversion Date as of such date of
determination) or (B) 82.5% of the lowest daily VWAP after the Issuance Date, as may be adjusted pursuant to Section 3(b)(iii),
and (z) any such conversion shall not take into account any limitations on the conversion of the Note set forth in the Note);
and (ii) the exercise of the Warrants (the “Required Reserve Amount”).


 


(b)
Insufficient Authorized Shares. If, notwithstanding Section 10(a), and not in limitation thereof, at any time while this
Note remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to
satisfy its obligation to reserve for issuance as provided in Section 10(a) at least a number of shares of Common Stock equal
to the Required Reserve Amount (an “Authorized Share Failure”), then the Company shall immediately take all
action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company
to reserve the Required Reserve Amount. Without limiting the generality of the foregoing sentence, as soon as practicable after
the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the occurrence of such Authorized
Share Failure, the Company shall hold a meeting of its stockholders (or obtain approval by written consent) for the approval of
an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall comply with
the Exchange Act and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares
of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. In the event
that the Company is prohibited from issuing shares of Common Stock pursuant to the terms of this Note due to the failure by the
Company to have sufficient shares of Common Stock available out of the authorized but unissued shares of Common Stock (such unavailable
number of shares of Common Stock, the “Authorized Failure Shares”), in lieu of delivering such Authorized Failure
Shares to the Holder, the Company shall pay cash in exchange for the prepayment of such portion of the Conversion Amount convertible
into such Authorized Failure Shares at a price equal to the sum of (i) the product of (x) such number of Authorized Failure Shares
and (y) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date the Holder
delivers the applicable Conversion Notice with respect to such Authorized Failure Shares to the Company and ending on the date
of such payment under this Section 10(b); and (ii) to the extent the Holder purchases (in an open market transaction or otherwise)
shares of Common Stock to deliver in satisfaction of a sale by the Holder of Authorized Failure Shares, any brokerage commissions,
mark ups and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith.


 




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11.
PREPAYMENTS MECHANICS.


 


(a)
Reserved.


 


(b)
If the Holder has submitted a Change of Control Prepayment Notice in accordance with Section 5(b), the Company shall deliver the
applicable Change of Control Prepayment Price to the Holder in cash concurrently with the consummation of such Change of Control
if such notice is received prior to the consummation of such Change of Control and within five Trading Days after the Company’s
receipt of such notice otherwise.


 


(c)
The Company shall deliver the applicable Company Optional Prepayment Price to the Holder in cash on the applicable Company Optional
Prepayment Date.


 


12.
MOST FAVORED NATIONS. Except for Exempt Issuances, from the Issuance Date until such time as no portion of the Note is
outstanding, in the event that the Company issues or sells any shares of Common Stock, any securities of the Company which would
entitle the holder of such securities to acquire at any time Common Stock, including, without limitation, any preferred stock,
convertible debt, rights, options, warrants, or other debt or equity instrument that is at any time convertible into, exercisable
for, or exchangeable for, or otherwise entitles the holder to receive Common Stock, the Company shall provide notice to the Holder
of such issuance and, if the Holder reasonably believes that any of the terms and conditions are more favorable to such investors
than the terms and conditions of this Note, upon notice to the Company, the Company shall within one Trading Day amend the terms
of this Note to give the Holder the benefit of the more favorable terms and conditions. The Holder shall be entitled to rely upon
the Company’s representations and warranties set forth in any agreement containing the more favorable terms and conditions.


 


13.
COVENANTS. Until all of the Note has been converted, prepaid or otherwise satisfied in accordance with their terms:


 


(a)
Rank. All payments due under this Note shall rank senior to all other Indebtedness of the Company and its Subsidiaries,
except for Indebtedness outstanding on the date of this Note.


 


(b)
Incurrence of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly
or indirectly, incur or guarantee, assume or suffer to exist any Indebtedness (other than (i) the Indebtedness evidenced by this
Note, other Notes issuable under the SPA, and (ii) other Permitted Indebtedness).


 


(c)
Existence of Liens. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
allow or suffer to exist any mortgage, lien, pledge, charge, security interest, deed of trust, or other encumbrance upon or in
any property or assets (including accounts and contract rights) owned by the Company or any of its Subsidiaries (collectively,
“Liens”) other than Permitted Liens.


 




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(d)
Restricted Payments. Except as otherwise provided for in this Note or the other Transaction Documents, the Company shall
not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, prepay, defease, repurchase, repay or
make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part, whether by way of open market
purchases, tender offers, private transactions or otherwise), all or any portion of any Indebtedness (other than the Note and
other Notes issuable under the SPA) whether by way of payment in respect of principal of (or premium, if any) or interest on,
such Indebtedness if at the time such payment is due or is otherwise made or, after giving effect to such payment, (i) an event
constituting an Event of Default has occurred and is continuing or (ii) an event that with the passage of time and without being
cured would constitute an Event of Default has occurred and is continuing.


 


(e)
Restriction on Prepayment and Cash Dividends. The Company shall not, and the Company shall cause each of its Subsidiaries
to not, directly or indirectly, prepay, repurchase or declare or pay any cash dividend or distribution on any of its capital stock.


 


(f)
Restriction on Transfer of Assets. The Company shall not, and the Company shall cause each of its Subsidiaries to not,
directly or indirectly, sell, lease, license, assign, transfer, spin-off, split-off, close, convey or otherwise dispose of any
assets or rights of the Company or any Subsidiary owned or hereafter acquired whether in a single transaction or a series of related
transactions, other than (i) sales, leases, licenses, assignments, transfers, conveyances and other dispositions of such assets
or rights by the Company and its Subsidiaries in the ordinary course of business consistent with its past practice and (ii) sales
of inventory and products in the ordinary course of business.


 


(g)
Maturity of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly
or indirectly, permit any Indebtedness of the Company or any of its Subsidiaries to mature or accelerate prior to the Maturity
Date.


 


(h)
Change in Nature of Business. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly
or indirectly, engage in any material line of business substantially different from that disclosed in the Company’s filings
with the SEC as of the Issuance Date. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly
or indirectly, modify its or their corporate structure or purpose.


 


(i)
Preservation of Existence, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain
and preserve, its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain,
duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by it or in
which the transaction of its business makes such qualification necessary.


 


(j)
Maintenance of Properties, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain
and preserve, all of its properties which are necessary or useful in the proper conduct of its business in good working order
and condition, ordinary wear and tear excepted, and comply, and cause each of its Subsidiaries to comply, at all times with the
provisions of all leases to which it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture
thereof or thereunder.


 




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(k)
Maintenance of Intellectual Property. The Company will, and will cause each of its Subsidiaries to, take all action necessary
or advisable to maintain all of the rights or licenses to use all trademarks, trade names, service marks, service mark registrations,
service names, original works of authorship, patents, patent rights, copyrights, inventions, licenses, approvals, governmental
authorizations, trade secrets and other intellectual property rights and all applications and registrations therefor of the Company
and/or any of its Subsidiaries that are necessary or material to the conduct of its business in full force and effect.


 


(l)
Maintenance of Insurance. The Company shall maintain, and cause each of its Subsidiaries to maintain, insurance with responsible
and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent
and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and
business, in such amounts and covering such risks as is required by any governmental authority having jurisdiction with respect
thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated.
Within 30 days of the date of this Note, the Company shall obtain directors & officers liability insurance of at least $2
million and maintenance such policy until the Note is paid in full or fully converted.


 


(m)
Transactions with Affiliates. The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew,
extend or be a party to, any transaction or series of related transactions (including, without limitation, the purchase, sale,
lease, transfer or exchange of property or assets of any kind or the rendering of services of any kind) with any Affiliate, except
in the ordinary course of business in a manner and to an extent consistent with past practice and necessary or desirable for the
prudent operation of its business, for fair consideration and on terms no less favorable to it or its Subsidiaries than would
be obtainable in a comparable arm’s length transaction with a Person that is not an Affiliate thereof.


 


(n)
Use of Proceeds. The Company shall use the proceeds of this Note to pay or prepay the convertible promissory notes outstanding
as of the Issuance Date, other than the Notes issued to the Purchasers as defined by the SPA.


 


(o)
Operation of Business. Until the Second Tranche Closing, the Company shall operate its business in the ordinary course
consistent with past practices.


 




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14.
DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 7, if the Company shall declare or make any
dividend or other distributions of its assets (or rights to acquire its assets) to any or all 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)
(the “Distributions”), then the Holder will be entitled to such Distributions as if the Holder had held the
number of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account any limitations
or restrictions on the convertibility of this Note) and assuming for such purpose that the Note was converted at the lower of
(a) the Alternate Conversion Price or (b) 82.5% of the lowest daily VWAP after the Issuance Date on the date immediately prior
to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders
of Common Stock are to be determined for such Distributions (provided, however, that to the extent that the Holder’s
right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum
Percentage, then the Holder shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage
(and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial
ownership) to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of
the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties
exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions
declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent
as if there had been no such limitation).


 


15.
AMENDING THE TERMS OF THIS NOTE. The prior written consent of the Holder shall be required for any change, waiver or amendment
to this Note. Any change, waiver or amendment so approved shall be binding upon all existing and future holders of this Note;
provided, however, that no such change, waiver or, as applied to the Note held by any particular holder of the Note,
shall, without the written consent of that particular holder, (i) reduce the amount of Principal, reduce the amount of accrued
and unpaid Interest, or extend the Maturity Date, of the Note, (ii) disproportionally and adversely affect any rights under the
Note of any holder of any other portion of the Note; or (iii) modify any of the provisions of, or impair the right of any holder
of the Note under this Section 15.


 


16.
TRANSFER. This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or
transferred by the Holder without the consent of the Company.


 


17.
REISSUANCE OF THIS NOTE.


 


(a)
Transfer. If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company
will forthwith issue and deliver upon the order of the Holder a new Note (in accordance with Section 17(d)), registered as the
Holder may request, representing the outstanding Principal being transferred by the Holder and, if less than the entire outstanding
Principal is being transferred, a new Note (in accordance with Section 17(d)) to the Holder representing the outstanding Principal
not being transferred. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions
of Section 3(c)(iv) following conversion or prepayment of any portion of this Note, the outstanding Principal represented by this
Note may be less than the Principal stated on the face of this Note.


 




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(b)
Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Note (as to which a written certification and the indemnification contemplated below
shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder
to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Note,
the Company shall execute and deliver to the Holder a new Note (in accordance with Section 17(d)) representing the outstanding
Principal. In no event shall a bond or other security be required to be delivered by the Holder.


 


(c)
Note Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the
principal office of the Company, for a new Note or Notes (in accordance with Section 17(d) and in principal amounts of at least
$10,000) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion
of such outstanding Principal as is designated by the Holder at the time of such surrender.


 


(d)
Issuance of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new
Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal
remaining outstanding (or in the case of a new Note being issued pursuant to Section 17(a) or Section 17(c), the Principal designated
by the Holder which does not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of
a new Note), (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date
of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest
and Late Charges on the Principal and Interest of this Note, from the Issuance Date.


 


18.
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 specific performance and/or temporary, preliminary and permanent injunctive or other equitable relief from any court of competent
jurisdiction in any such case without the necessity of proving actual damages and without posting a bond or other security. 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 (including, without limitation, compliance with
Section 7).


 




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19.
PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note is placed in the hands of an attorney for collection
or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts
due under this Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership
of the Company or other proceedings affecting the Company creditors’ rights and involving a claim under this Note, then
the Company shall pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy,
reorganization, receivership or other proceeding, including, without limitation, attorneys’ fees, expert fees and disbursements
of the Company and such parties. The Company expressly acknowledges and agrees that no amounts due under this Note shall be affected,
or limited, by the fact that the purchase price paid for this Note was less than the original Principal amount hereof.


 


20.
CONSTRUCTION; HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be
construed against any such Person as the drafter hereof. The headings of this Note are for convenience of reference and shall
not form part of, or affect the interpretation of, this Note. Unless the context clearly indicates otherwise, each pronoun herein
shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,”
“includes,” “include” and words of like import shall be construed broadly as if followed by the words
“without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like
import refer to this entire Note instead of just the provision in which they are found. Unless expressly indicated otherwise,
all section references are to sections of this Note. Terms used in this Note and not otherwise defined herein, but defined in
the other Transaction Documents, shall have the meanings ascribed to such terms on the Issuance Date in such other Transaction
Documents unless otherwise consented to in writing by the Holder.


 


21.
FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or
privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is
in writing and signed by an authorized representative of the waiving party. Notwithstanding the foregoing, nothing contained in
this Section 21 shall permit any waiver of any provision of Section 3(d).


 


22.
DISPUTE RESOLUTION.


 


(a)
Submission to Dispute Resolution.


 


(i)
In the case of a dispute relating to a Closing Bid Price, a Closing Sale Price, a Conversion Price, an Alternate Conversion Price,
, an Equity Conditions Failure, a VWAP, an Event Market Price, or a fair market value or the arithmetic calculation of a Conversion
Rate, or the applicable Prepayment Price (as the case may be) (including, without limitation, a dispute relating to the determination
of any of the foregoing), the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile
or electronic mail (A) if by the Company, within two Trading Days after the occurrence of the circumstances giving rise to such
dispute or (B) if by the Holder at any time after the Holder learned of the circumstances giving rise to such dispute. If the
Holder and the Company are unable to promptly resolve any such dispute at any time after the second Trading Day following such
initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may
be), then the Holder may, at its sole option, select an independent, reputable investment bank to resolve such dispute.


 




    	 	25	 



    	 



    

 


(ii)
The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered
in accordance with the first sentence of this Section 22 and (B) written documentation supporting its position with respect to
such dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth Trading Day immediately following the date on
which the Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents referred
to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”)
(it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation
by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer
be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment
bank with respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation
that was delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by
both the Company and the Holder or otherwise requested by such investment bank, neither the Company nor the Holder shall be entitled
to deliver or submit any written documentation or other support to such investment bank in connection with such dispute (other
than the Required Dispute Documentation).


 


(iii)
The Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company
and the Holder of such resolution no later than 10 Trading Days immediately following the Dispute Submission Deadline. The fees
and expenses of such investment bank shall be borne solely by the Company, and such investment bank’s resolution of such
dispute shall be final and binding upon all parties absent manifest error.


 


(b)
Arbitration. The Company expressly acknowledges and agrees that (i) this Section 22 constitutes an agreement to arbitrate
between the Company and the Holder (and constitutes an arbitration agreement) under the New York Civil
Practice Law and Rules, as amended, (ii) a dispute relating to a Conversion Price includes, without limitation, disputes
as to (A) whether an issuance or sale or deemed issuance or sale of Common Stock occurred under Section 7(a), (B) the consideration
per share at which an issuance or deemed issuance of Common Stock occurred, (C) whether any issuance or sale or deemed issuance
or sale of Common Stock was an issuance or sale or deemed issuance or sale of Exempt Issuance, (D) whether an agreement, instrument,
security or the like constitutes and Option or Convertible Security and (E) whether a Dilutive Issuance occurred, (iii) the terms
of this Note and each other applicable Transaction Document shall serve as the basis for the selected investment bank’s
resolution of the applicable dispute, such investment bank shall be entitled (and is hereby expressly authorized) to make all
findings, determinations and the like that such investment bank determines are required to be made by such investment bank in
connection with its resolution of such dispute and in resolving such dispute such investment bank shall apply such findings, determinations
and the like to the terms of this Note and any other applicable Transaction Documents, (iv) the Holder (and only the Holder),
in its sole discretion, shall have the right to submit any dispute described in this Section 22 to any state or federal court
sitting in New York County, New York in lieu of utilizing the procedures set forth in this Section 22 and (v) nothing in this
Section 22 shall limit the Holder from obtaining any injunctive relief or other equitable remedies (including, without limitation,
with respect to any matters described in this Section 22).


 




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23.
NOTICES. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be
given in writing with an e-mail copy to the last address provided by the Holder or its agents in writing to the Company. The Company
shall provide the Holder with prompt written notice of all actions taken pursuant to this Note, including in reasonable detail
a description of such action and the reason therefore. Without limiting the generality of the foregoing, the Company will give
written notice to the Holder (i) immediately upon any adjustment of the Conversion Price, setting forth in reasonable detail,
and certifying, the calculation of such adjustment and (ii) at least 15 days prior to the date on which the Company closes its
books or takes a record (A) with respect to any dividend or distribution upon the Common Stock, (B) with respect to any grant,
issuances, or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property
to holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution
or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with
such notice being provided to the Holder.


 


24.
CANCELLATION. After all Principal, accrued Interest, Late Charges and other amounts at any time owed on this Note have
been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and
shall not be reissued.


 


25.
WAIVER OF NOTICE. To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest
and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.


 


26.
GOVERNING LAW. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of New York. Except as otherwise required
by Section 22 above, the Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in New York County, New York, 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 any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any manner permitted by law. Nothing contained herein (i) shall be deemed or operate
to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect
on the Company’s obligations to the Holder, to realize on any collateral or any other security for such obligations, or
to enforce a judgment or other court ruling in favor of the Holder or (ii) shall limit, or shall be deemed or construed to limit,
any provision of Section 22. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED
HEREBY.


 




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27.
SEVERABILITY. If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable
by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed
amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such
provision shall not affect the validity of the remaining provisions of this Note so long as this Note as so modified continues
to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited
nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations
or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the
parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable
provision(s).


 


28.
MAXIMUM PAYMENTS. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or
other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid
or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited
against amounts owed by the Company to the Holder and thus refunded to the Company.


 


29.
CERTAIN DEFINITIONS. Capitalized words and terms have the meaning contained in the SPA, as set forth below or their ordinary
meaning, as the case may:


 


(a)
“Adjustment Right” means any right granted with respect to any securities issued in connection with, or with
respect to, any issuance or sale (or deemed issuance or sale in accordance with Section 7) of shares of Common Stock (other than
rights of the type described in Section 6(a) hereof) that could result in a decrease in the net consideration received by the
Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash
adjustment or other similar rights).


 


(b)
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled
by, or is under common control with, such Person, it being understood for purposes of this definition that “control”
of a Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the
election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by
contract or otherwise.


 




    	 	28	 



    	 



    

 


(c)
“Alternate Conversion Price” means, with respect to any Alternate Conversion, that price which shall be the
lowest of (1) (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion,
or (ii) 70% of the lowest Closing Bid Price of the Common Stock during the 10 consecutive Trading Day period ending and including
the date of delivery or deemed delivery of the applicable Conversion Notice (such period, the “Alternate Conversion Measuring
Period”). All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination,
reclassification or similar transaction that proportionately decreases or increases the Common Stock during such Alternate Conversion
Measuring Period.


 


(d)
“Approved Stock Plan” means any employee benefit plan which has been approved by the board of directors of
the Company prior to or subsequent to the Issuance Date pursuant to which shares of Common Stock and standard options to purchase
Common Stock may be issued to any employee, officer or director for services provided to the Company in their capacity as such.


 


(e)
“Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle,
including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly
managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect
Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together
with the Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock
would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange
Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the
Maximum Percentage.


 


(f)
“Bloomberg” means Bloomberg, L.P., or any successor.


 


(g)
“Change of Control” means any Fundamental Transaction other than (i) any merger of the Company or any of its,
direct or indirect, wholly-owned Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization
or reclassification of the shares of Common Stock in which holders of the Company’s voting power immediately prior to such
reorganization, recapitalization or reclassification continue after such reorganization, recapitalization or reclassification
to hold publicly traded securities and, directly or indirectly, are, in all material respects, the holders of the voting power
of the surviving entity (or entities with the authority or voting power to elect the members of the board of directors (or their
equivalent if other than a corporation) of such entity or entities) after such reorganization, recapitalization or reclassification,
or (iii) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company
or any of its Subsidiaries.


 




    	 	29	 



    	 



    

 


(h)
“Change of Control Prepayment Premium” means 120%.


 


(i)
“Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the
last closing bid price and last closing trade price, respectively, for such security on a Principal Market, as reported by Bloomberg,
or, if the applicable Principal Market begins to operate on an extended hours basis and does not designate the closing bid price
or the closing trade price (as the case may be) then the last bid price or last trade price, respectively, of such security prior
to 4:00 p.m., New York time, as reported by Bloomberg, or, if a Principal Market is not the principal securities exchange or trading
market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities
exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply,
the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported
for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such
security as reported by OTC Markets Group Inc or any successor. If the Closing Bid Price or the Closing Sale Price cannot be calculated
for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the case
may be) of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If
the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved
in accordance with the procedures in Section 22. All such determinations shall be appropriately adjusted for any stock splits,
stock dividends, stock combinations, recapitalizations or other similar transactions during such period.


 


(j)
“Common Stock” means (i) the Company’s shares of common stock, $0.0001 par value per share, and (ii)
any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification
of such common stock.


 


(k)
“Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise,
of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose
or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such
liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that
the holders of such liability will be protected (in whole or in part) against loss with respect thereto.


 


(l)
“Convertible Securities” means any stock or other security (other than Options) that is at any time and under
any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the
holder thereof to acquire, any shares of Common Stock.


 


(m)
“Current Subsidiary” means any Person in which the Company on the Issuance Date, directly or indirectly, (i)
owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (ii) controls or operates
all or any part of the business, operations or administration of such Person, and all of the foregoing, collectively, “Current
Subsidiaries”.


 




    	 	30	 



    	 



    

 


(n)
“Equity Conditions shall have the meaning ascribed to such term in Section 1.1 of the SPA.


 


(o)
“Equity Conditions Failure” means that any of the Equity Conditions was not satisfied at all times or on the
day a Prepayment Notice is delivered to the Company.


 


(p)
“Event Market Price” means, with respect to any Stock Combination Event Date, the quotient determined by dividing
(x) the sum of the VWAP of the Common Stock for each of the five Trading Days with the lowest VWAP of the Common Stock during
the 15 consecutive Trading Day period ending and including the Trading Day immediately preceding the 16th Trading Day after such
Stock Combination Event Date, divided by (y) five.


 


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


 


(r)
“Exempt Issuance” has the meaning in the SPA.


 


(s)
“Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries,
Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company
is the surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of
Regulation S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company
to be subject to or have its Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender or
exchange offer that is accepted by the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of
the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all Subject Entities making or party
to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer were not outstanding;
or (z) such number of shares of Common Stock such that all Subject Entities making or party to, or Affiliated with any Subject
Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule
13d-3 under the Exchange Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock or share purchase
agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme
of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire,
either (x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock
calculated as if any shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject
Entity making or party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number
of shares of Common Stock such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under
the Exchange Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its
Common Stock, (B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in
one or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become
the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, whether through
acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock,
merger, consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization,
recapitalization or reclassification or otherwise in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary
voting power represented by issued and outstanding Common Stock, (y) at least 50% of the aggregate ordinary voting power represented
by issued and outstanding Common Stock not held by all such Subject Entities as of the date of this Note calculated as if any
shares of Common Stock held by all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting
power represented by issued and outstanding shares of Common Stock or other equity securities of the Company sufficient to allow
such Subject Entities to effect a statutory short form merger or other transaction requiring other shareholders of the Company
to surrender their shares of Common Stock without approval of the shareholders of the Company or (C) directly or indirectly, including
through subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any other
instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in which case
this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this definition
to the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent with
the intended treatment of such instrument or transaction. It is agreed and understood that a transaction involving the Company’s
construction company, Capitol City Solutions, Inc. and/or its assets shall not be considered a Fundamental Transaction.


 




    	 	31	 



    	 



    

 


(t)
“GAAP” means United States generally accepted accounting principles, consistently applied.


 


(u)
“Group” means a “group” as that term is used in Section 13(d) of the Exchange Act and as defined
in Rule 13d-5 thereunder.


 


(v)
“Indebtedness” means (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed
as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance
with GAAP) (other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all
reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations
evidenced by notes, bonds, Notes or similar instruments, including obligations so evidenced incurred in connection with the acquisition
of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention
agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such
indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited
to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection
with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred
to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any
Person, even though the Person that owns such assets or property has not assumed or become liable for the payment of such indebtedness,
and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A)
through (G) above.


 




    	 	32	 



    	 



    

 


(w)
“Late Charge” means any amount of Principal or other amounts due under the Transaction Documents which is not
paid when due which shall result in a late charge being incurred and payable by the Company in an amount equal to interest on
such amount at the rate of 12% per annum from the date such amount was due until the same is paid in full.


 


(x)
“Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities,
operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any Subsidiary, individually
or taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or any other agreements
or instruments to be entered into in connection herewith or therewith or (iii) the authority or ability of the Company or any
of its Subsidiaries to perform any of their respective obligations under any of the Transaction Documents (as defined below).


 


(y)
“Maturity Date” shall mean the date listed in the preamble hereto as the Maturity Date; provided, however,
the Maturity Date may be extended at the option of the Holder (i) in the event that, and for so long as, an Event of Default shall
have occurred and be continuing or any event shall have occurred and be continuing that with the passage of time and the failure
to cure would result in an Event of Default or (ii) through the date that is 20 Trading Days after the consummation of a Fundamental
Transaction in the event that a Fundamental Transaction is publicly announced or a Change of Control Notice is delivered prior
to the Maturity Date, provided further that if a Holder elects to convert some or all of this Note pursuant to Section 3 hereof,
and the Conversion Amount would be limited pursuant to Section 3(d) hereunder, the Maturity Date shall automatically be extended
until such time as such provision shall not limit the conversion of this Note.


 


(z)
“New Subsidiary” means, as of any date of determination, any Person in which the Company after the Issuance
Date, directly or indirectly, (i) owns or acquires any of the outstanding capital stock or holds any equity or similar interest
of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and
all of the foregoing, collectively, “New Subsidiaries”.


 


(aa)
“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible
Securities.


 


(bb)
“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and
whose common stock or equivalent equity security is quoted or listed on a Principal Market, or, if there is more than one such
Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation
of the Fundamental Transaction.


 




    	 	33	 



    	 



    

 


(cc)
“Permitted Indebtedness” means (i) Indebtedness evidenced by this Note and, (ii) Indebtedness set forth on
Schedule 29(dd) hereto, as in effect as of the Issuance Date and (iii) Indebtedness secured by Permitted Liens.


 


(dd)
“Permitted Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by
appropriate proceedings for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising
in the ordinary course of business by operation of law with respect to a liability that is not yet due or delinquent, (iii) any
Lien created by operation of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in
the ordinary course of business with respect to a liability that is not yet due or delinquent or that are being contested in good
faith by appropriate proceedings, (iv) purchase money equipment Liens in an aggregate amount not to exceed $25,000, (v) Liens
incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by Liens of the type described in
clause (iv) above, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the
existing Lien and the principal amount of the Indebtedness being extended, renewed or refinanced does not increase, (vi) Liens
in favor of customs and revenue authorities arising as a matter of law to secure payments of custom duties in connection with
the importation of goods, and (vii) Liens arising from judgments, decrees or attachments in circumstances not constituting an
Event of Default under Section 4(a)(xi).


 


(ee)
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization, any other entity or a government or any department or agency thereof.


 


(ff)
“Principal Market” means any of The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market,
the Nasdaq Global Select Market, the Nasdaq Global Market, the OTCQB, the OTCQX, the OTC Pink or any other market operated by
the OTC Markets Group Inc. or any successors of any of these exchanges or markets.


 


(gg)
“Prepayment Notices” means, collectively, the Company Optional Prepayment Notices and the Change of Control
Prepayment Notices, and each of the foregoing, individually, a “Prepayment Notice.”


 


(hh)
“Prepayment Premium” means 110%.


 


(ii)
“Prepayment Prices” means, collectively, the Change of Control Prepayment Prices, and the Company Optional
Prepayment Prices, and each of the foregoing, individually, a “Prepayment Price.”


 


(jj)
“SEC” means the United States Securities and Exchange Commission or the successor thereto.


 




    	 	34	 



    	 



    

 


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


 


(ll)
“SPA” means that certain Securities Purchase Agreement (as amended, restated, modified and/or supplemented
from time to time) by and between the Company and the Holder, dated the date of this Note.


 


(mm)
“Subsidiaries” means, as of any date of determination, collectively, all Current Subsidiaries and all New Subsidiaries,
and each of the foregoing, individually, a “Subsidiary.”


 


(nn)
“Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons
or Group.


 


(oo)
“Successor Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting
from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such
Fundamental Transaction shall have been entered into.


 


(pp)
“Trading Day” means, as applicable, (x) with respect to all price or trading volume determinations relating
to the Common Stock, any day on which the Common Stock is traded on a Principal Market, or, if a Principal Market is not the principal
trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock
is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade
on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final
hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading
on such exchange or market, then during the hour ending at 4:00 p.m., New York, NY time) unless such day is otherwise designated
as a Trading Day in writing by the Holder or (y) with respect to all determinations other than price determinations relating to
the Common Stock, any day on which The New York Stock Exchange (or any successor thereto) is open for trading of securities.


 


(qq)
“Transaction Documents” means this Note, the SPA, the Warrant, the Registration Rights Agreement, the Security
Agreement, the Guaranty and any other documents relating to the issuance of the Note and the Warrant by the Company to the Holder.


 


(rr)
“Variable Price Equity Instruments” shall have the meaning ascribed to such term in the SPA.


 


(ss)
“VWAP” has the meaning contained in the SPA.


 


(tt)
“Warrant” means that certain Common Stock Purchase Warrant dated as of the Issuance Date, substantially in
the form attached hereto as Exhibit IV.


 




    	 	35	 



    	 



    

 


30.
DISCLOSURE. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Note, unless the
Company has in good faith determined that the matters relating to such notice do not constitute material, non-public information
relating to the Company or any of its Subsidiaries, the Company shall within one Trading Day after any such receipt or delivery
publicly disclose such material, non-public information on a Current Report on Form 8-K or otherwise. In the event that the Company
believes that a notice contains material, non-public information relating to the Company or any of its Subsidiaries, the Company
so shall indicate to the Holder contemporaneously with delivery of such notice, and in the absence of any such indication, the
Holder shall be allowed to presume that all matters relating to such notice do not constitute material, non-public information
relating to the Company or any of its Subsidiaries. If the Company or any of its Subsidiaries provides material non-public information
to the Holder that is not simultaneously filed in a Current Report on Form 8-K and the Holder has not agreed to receive such material
non-public information, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to
the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents with respect
to, or a duty to any of the foregoing not to trade on the basis of, such material non-public information.


 


31.
Senior Security Interest. The Holder has been granted a senior security interest in certain assets of the Company and its
Subsidiaries as more fully described in that certain Security Agreement of even date herewith by and among the Company, each Subsidiary
and the Collateral Agent, as defined in the Security Agreement, and the other Transaction Documents.


 


[Signature
page follows]


 




    	 	36	 



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed as of the Issuance Date set out above.


 


	 	AMERICAN
    INTERNATIONAL HOLDINGS CORP.
	 	 	 
	 	By:	                    
	 	Name:	 
	 	Title:
    	 


 




    	 	37	 



    	 



    

 


EXHIBIT
I


 


American
International Holdings Corp.


Conversion
Notice


 


Reference
is made to the Secured Convertible Promissory Note (the “Note”) issued to the undersigned by American International
Holdings Corp., a Nevada corporation (the “Company”). In accordance with and pursuant to the Note, the undersigned
hereby elects to convert the Conversion Amount (as defined in the Note) of the Note indicated below into shares of Common Stock,
$0.0001 par value per share (the “Common Stock”), of the Company, as of the date specified below. Capitalized
terms not defined herein shall have the meaning as set forth in the Note.


 


	 	Date
    of Conversion:	 
	 	 	 
	 	Aggregate
    Principal to be converted:	 
	 	 	 
	 	Aggregate
    accrued and unpaid Interest and accrued and unpaid Late Charges with respect to such portion of the Aggregate Principal and
    such Aggregate Interest to be converted:	 
	 	 	 
	 	AGGREGATE
    CONVERSION AMOUNT TO BE CONVERTED:	 
	 	 
	 	Please
    confirm the following information:
	 	 
	 	Conversion
    Price:	 
	 	Number
    of shares of Common Stock to be issued:	 
	 	 	 	 	 	 





Please
issue the Common Stock into which the Note is being converted to the Holder, or for its benefit, as follows:


 


	 	[  ]	Check
    here if requesting delivery as a certificate to the following name and to the following address:


 


	 	Issue
    to:	 
	 	 	 
	 	 	 


 






    	 	Exhibit I-1	 



    	 



    

 


	 	[  ]	Check
    here if requesting delivery by Deposit/Withdrawal at Custodian as follows:


 


	DTC
    Participant:	 
	 	 
	DTC
    Number:	 
	 	 
	Account
    Number:	 
	 	 	 


 


	Date: _____________ __, _____	 
	 	 	 
	 	 	 
	Name of Registered Holder	 
	 	 	 
	By:
    	                     	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Tax
    ID:	 	 
	 	 	 
	Facsimile:	 	 
	 	 	 
	E-mail Address: 	 


 




    	 	Exhibit I-2	 



    	 



    

 


EXHIBIT
II


ACKNOWLEDGMENT


 


The
Company hereby (a) acknowledges this Conversion Notice, (b) certifies that the above indicated number of shares of Common Stock
[are][are not] eligible to be resold by the Holder either (i) pursuant to Rule 144 (subject to the Holder’s execution and
delivery to the Company of a customary 144 representation letter) or (ii) an effective and available registration statement and
(c) hereby directs _________________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer
Agent Instructions dated _____________, 20__ from the Company and acknowledged and agreed to by ________________________.


 


	 	AMERICAN
    INTERNATIONAL HOLDINGS CORP.
	 	 	 
	 	By:	                     
	 	Name:	 
	 	Title:	 


 




    		Exhibit II	 



    	 



    

 


EXHIBIT
III


 


	[Name
    and address]	Date:
    __________________


 


PREPAYMENT
NOTICE


 


The
above-captioned Company hereby gives notice to American International Holdings Corp., a Nevada corporation (the “Company”),
pursuant to that certain 6% Original Issue Discount Secured Convertible Promissory Note made by Company in favor of the Holder
on [_____________] (the “Note”), that Company elects to prepay a portion of the Note in Common Stock or in
cash as set forth below. In the event of a conflict between this Prepayment Notice and the Note, the Note shall govern, or, in
the alternative, at the election of the Company in its sole discretion, the Company may provide a new form of Prepayment Notice
to conform to the Note. Capitalized terms used in this notice without definition shall have the meanings given to them in the
Note.


 


PREPAYMENT
INFORMATION


 


	 	A.	Prepayment
    Date: ____________, 2021
	 	B.	Prepayment
    Amount: ____________
	 	C.	Portion
    of Prepayment Amount to be Paid in Cash: ____________
	 	D.	Portion
    of Prepayment Amount to be Converted into Common Stock: ____________ (B minus C)
	 	E.	Prepayment
    Conversion Price: _______________
	 	F.	Prepayment
    Common Stock: _______________ (D divided by E)
	 	G.	Remaining
    Outstanding Principal of Note: ____________ *


 


*
Subject to adjustments for corrections, defaults, interest and other adjustments permitted by the Transaction Documents, the terms
of which shall control in the event of any dispute between the terms of this Prepayment Notice and such Transaction Documents.


 


2.
EQUITY CONDITIONS CERTIFICATION (Section to be completed by the Company)


 


	 	A.	Market
    Capitalization:________________


 


(Check
One)


 


	 	B.	_________
    Company herby certifies that no Equity Conditions Failure exists as of the day the applicable Prepayment Notice was delivered
    to the Company.
	 	 	 
	 	C.	_________
    Company hereby gives notice that an Equity Conditions Failure has occurred and requests a waiver from Company with respect
    thereto. The Equity Conditions Failure is as follows:





 





	 
	 
	 
	 
	 	 


 






    		Exhibit III-1	 



    	 



    

 





Please
transfer the Prepayment Common Stock, if applicable, electronically (via DWAC) to the following account:


 


	Broker:
    	 	 	Address:	 
	DTC#:
    	 	 	 	 
	Account
    #: 	 	 	 	 
	Account
    Name: 	 	 	 	 


 


To
the extent the Prepayment Common Stock are not able to be delivered to the Company electronically via the DWAC system, deliver
all such certificated shares to the Company via reputable overnight courier after receipt of this Prepayment Notice (by facsimile
transmission or otherwise) to:


 


	 	 	 
	 	 	 
	 	 	 


 


Sincerely,


 


Company:


 




    		Exhibit III-2	 



    	 



    

 


EXHIBIT
IV


FORM
OF WARRANT


 




    		Exhibit IV-1	 



    	 



    

 


SCHEDULE
29(dd)


PERMITTED
INDEBTEDNESS


 




    	 	Schedule 29(dd)