Exhibit
4.1


 


THE
SHARES UNDERLYING THIS CONVERTIBLE NOTE AND THE CONVERTIBLE NOTE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES
LAWS AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS AS MAY
BE APPLICABLE OR, AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION FROM SUCH APPLICABLE LAWS EXIST.


 


CONVERTIBLE
NOTE


 


	$1,000,000	Original
Issuance Date: January 15, 2021
		Maturity
    Date: November 15, 2021


 


FOR
VALUE RECEIVED, BTCS Inc., a Nevada corporation (the “Company”), hereby promises to pay to the order of Calvary Fund
I LP, a Delaware limited partnership or its assigns (the “Holder”), the principal sum of $1,000,000 together with
interest thereon computed at the annual rate of 12% calculated on a 365 day year. Principal and interest shall be due and payable
ten months from the Original Issuance Date (defined above) of this Convertible Note (the “Maturity Date”) unless this
Convertible Note (the “Note”) has been converted or prepaid as provided below. While in default, this Note shall bear
interest at the rate of 20% per annual or such maximum rate of interest allowable under the laws of the State of New York. 


 


1.
Conversion to Common Stock.


 


(a)
Conversion Upon Election of Holder. At any time after the six month anniversary of the Original Issuance Date, the Holder
shall be entitled, upon written notice to the Company, to convert all or any part of the outstanding balance of this Note (excluding
interest) into a number of fully paid and nonassessable shares of the Company’s common stock, par value $0.001 per share
(the “Common Stock”) in accordance with Section 1(d). A form of the Conversion Notice is attached as Exhibit I.
In order to convert the Note in full, the Company must first receive the original Note or an affidavit of lost Note as set forth
in Section 1(f).


 


(b)
Conversion Upon Election of Company. At any time after the six month anniversary of the Original Issuance Date the Company
shall be entitled, upon written notice to the Holder, to convert all or any part of the outstanding balance of this Note (including
interest) into a number of fully paid and nonassessable shares of the Company’s common stock, par value $0.001 per share
(the “Common Stock”) in accordance with Section 1(d) and subject to the limitations of Section 1(g) (a “Forced
Conversion”). Unless agreed to by the Holder, a Forced Conversion may not be exercised by the Company if: i) the Common
Stock to be issued is not eligible for resale pursuant to Rule 144, ii) the Conversion Price is less than the Floor Price (defined
below), and iii) the conversion amount (including interest) is less than $15,000 (the “Minimum Conversion Amount”),
unless the note balance and remaining interest is less than the Minimum Conversion Amount. Provided, further that the amount of
any Forced Conversion can be no more than the total daily trading dollar volume as quoted by OTC Markets on the day prior to the
Conversion Time or on the day of the Conversion Time if the Conversion Notice is delivered after market close. A form of the Conversion
Notice is attached as Exhibit II.


 




    	 	 	 



    	 



    

 


(c)
Conversion Time. The “Conversion Time” shall mean with respect to a conversion by: i) the Holder pursuant to
Section 1(a), the date notice and either the original Note or affidavit of lost Note was delivered by the Holder in accordance
with this Note, and ii) the Company pursuant to Section 1(b), the date notice was provided by the Company to the Holder in accordance
with this Note.


 


(d)
Conversion Formula. At the Conversion Time, the unpaid principal of this Note subject to conversion shall be convertible
into the number of shares of Common Stock which results from dividing the outstanding principal being converted by the conversion
price that is in effect at the time of conversion (the “Conversion Price”). The Conversion Price shall be subject
to adjustment pursuant to Section 2 from time to time. The Conversion Price for any conversion shall be based on a 35% discount
to the closing price of the Company’s stock as quoted by OTC Markets on the day prior to the Conversion Time or on the day
of the Conversion Time if the Conversion Notice is delivered after market close. Provided however that the Conversion Price shall
have a floor of $0.75 (the “Floor Price”) which Floor Price may be adjusted pursuant to Section 2 from time to time.
If the Conversion Price falls below the Floor Price, the Holder may still convert this Note at the Floor Price.


 


(e)
Mechanics of Conversion. Before the Holder shall be entitled to convert this Note into shares of Common Stock in connection
with a conversion pursuant to Section 1(a), the Holder shall surrender this Note (or, if the Holder alleges that this Note has
been lost, stolen or destroyed, a lost affidavit and agreement reasonably acceptable to the Company to indemnify the Company against
any claim that may be made against the Company on account of the alleged loss, theft or destruction of such original promissory
note), at the office of the Company together with the Conversion Notice. If required by the Company, this Note shall be endorsed
or accompanied by an investment letter in customary form and a written instrument or instruments of transfer, in form reasonably
satisfactory to the Company, duly executed by the Holder or his, her or its attorney duly authorized in writing. If the Company
fails for any reason to deliver to the Holder such certificate or certificates within two Trading Days of the Conversion Time
(“Share Delivery Date”), the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty,
for each $1,000 of shares of Common Stock (based on the Volume Weighted Average Price of the Common Stock on the date of such
Conversion Time), $10 per Trading Day (increasing to $20 per Trading Day beginning five Trading Days after such damages have begun
to accrue) for each Trading Day after the Conversion Time until such certificates are delivered or the Holder rescinds such conversion.


 


(f)
New Promissory Note. In the event less than all of the remaining balance of this Note is converted, the Company shall promptly
issue to the Holder a similar promissory note representing the outstanding balance of this Note.


 




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(g)
Holder’s Conversion Limitations. The Company shall not effect any conversion of this Note, and a Holder shall not
have the right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the
applicable Notice of Conversion, the Holder (together with the Holder’s affiliates, and any persons acting as a group together
with the Holder or any of the Holder’s affiliates) would beneficially own in excess of the Beneficial Ownership Limitation
(as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder
and its affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which
such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion
of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its affiliates and (ii)
exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation
on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates.
Except as set forth in the preceding sentence, for purposes of this Section 1(g), beneficial ownership shall be calculated in
accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations
promulgated thereunder. To the extent that the limitation contained in this Section 1(g) applies, the determination of whether
this Note is convertible (in relation to other securities owned by the Holder together with any affiliates) and of which principal
amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Conversion Notice shall
be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned
by the Holder together with any affiliates) and which principal amount of this Note is convertible, in each case subject to the
Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company
each time it delivers a Conversion Notice that such conversion has not violated the restrictions set forth in this paragraph and
the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as
to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder. For purposes of this Section 1(g), in determining the number of outstanding shares of
Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following:
(i) the Company’s most recent periodic or annual report filed with the SEC, as the case may be, (ii) a more recent public
announcement by the Company, or (iii) a more recent written notice by the Company or the Company’s transfer agent setting
forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within
two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case,
the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities
of the Company, including this Note, by the Holder or its affiliates since the date as of which such number of outstanding shares
of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the
Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of
this Note held by the Holder. The Holder, upon not less than 61 days’ prior notice to the Company, may increase the Beneficial
Ownership Limitation provisions of this Section 1(g) solely with respect to the Holder’s Note, provided that the Beneficial
Ownership Limitation in no event exceeds 9.99% of the number of shares of Common Stock outstanding immediately after giving effect
to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the provisions of this Section 1(g)
shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered
to the Company. The Holder may also decrease the Beneficial Ownership Limitation provisions of this Section 1(g) solely with respect
to the Holder’s Note at any time, which decrease shall be effectively immediately upon delivery of notice to the Company.
The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than
in strict conformity with the terms of this Section 1(g) to correct this paragraph (or any portion hereof) which may be defective
or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary
or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor
holder of this Note. For the purpose of this Note, “Trading Days” means a day on which the Company’s principal
trading market is open for trading.


 




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2.
Adjustments.


 


(a)
Adjustment Upon Common Stock Event. At any time or from time to time after the Original Issuance Date, upon the happening
of a Common Stock Event (as hereinafter defined), the Conversion Price shall, simultaneously with the happening of such Common
Stock Event, be adjusted by dividing the Conversion Price in effect immediately prior to such Common Stock Event by a fraction,
(i) the numerator of which shall be the number of shares of Common Stock issued and outstanding immediately after such Common
Stock Event, and (ii) the denominator of which shall be the number of shares of Common Stock issued and outstanding immediately
prior to such Common Stock Event, and the product so obtained shall thereafter be the Conversion Price. The Conversion Price shall
be readjusted in the same manner upon the happening of each subsequent Common Stock Event. As used herein, the term “Common
Stock Event” shall mean (i) the issue by the Company of additional shares of Common Stock as a dividend or other distribution
on outstanding Common Stock, (ii) a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common
Stock, or (iii) a combination of the outstanding shares of Common Stock into a smaller number of shares of Common Stock.


 


(b)
Adjustments for Other Dividends and Distributions. If at any time or from time to time after the Original Issuance Date
the Company pays a dividend or makes another distribution to the holders of the Common Stock payable in securities of the Company,
other than an event constituting a Common Stock Event, then in each such event provision shall be made so that the Holder shall
receive upon conversion thereof, in addition to the number of shares of Common Stock receivable upon conversion thereof, the amount
of securities of the Company which the Holder would have received had this Note been converted into Common Stock on the date of
such event (or such record date, as applicable) and had they thereafter, during the period from the date of such event (or such
record date, as applicable) to and including the conversion date, retained such securities receivable by them as aforesaid during
such period, subject to all other adjustments called for during such period under this Section 2 with respect to the rights of
the Holder or with respect to such other securities by their terms.


 


(c)
Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issuance
Date, the Common Stock issuable upon the conversion of this Note is changed into the same or a different number of shares of any
class or classes of stock, whether by recapitalization, reclassification or otherwise (other than by a Common Stock Event or,
reorganization, merger, or consolidation provided for elsewhere in this Section 2), then in any such event, but subject to Section
1, the Holder shall have the right thereafter to convert this Note into the kind and amount of stock and other securities and
property receivable upon such recapitalization, reclassification or other change by holders of the number of shares of Common
Stock into which this Note could have been converted immediately prior to such recapitalization, reclassification or change, all
subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.


 




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(d)
Reorganizations, Mergers and Consolidations. If at any time or from time-to-time after the Original Issue Date there is
a reorganization of the Company (other than a recapitalization, subdivision, combination, reclassification or exchange of shares
provided for elsewhere in this Section 2) or a merger or consolidation of the Company with or into another corporation, then,
as a part of such reorganization, merger or consolidation, provision shall be made so that the Holder thereafter shall be entitled
to receive, upon conversion of this Note, the number of shares of stock or other securities or property of the Company, or of
such successor corporation resulting from such reorganization, merger or consolidation, to which a holder of Common Stock deliverable
upon conversion would have been entitled on such reorganization, merger or consolidation. In any such case, appropriate adjustment
shall be made in the application of the provisions of this Section 2 with respect to the rights of the Holder after the reorganization,
merger or consolidation to the end that the provisions of this Section 2 (including adjustment of the Conversion Price then in
effect and number of shares issuable upon conversion of this Note) shall be applicable after that event and be as nearly equivalent
to the provisions hereof as may be practicable. This Section 2 shall similarly apply to successive reorganizations, mergers and
consolidations.


 


3.
Event of Default.


 


(a)
For purposes of this Note, an “Event of Default” means:


 


(i)
the Company shall default in the payment of principal on this Note;


 


(ii)
the Company fails to deliver the shares issuable upon conversion of this Note in accordance with the provisions of Section 1;


 


(iii)
the Company shall fail to materially perform any covenant, term, provision, condition, agreement or obligation of the Company
under this Note (other than for non- payment or failure to deliver conversion shares) and such failure shall continue uncured
for a period of 15 Trading Days after notice from the Holder of such failure (or if such breach is not capable of being cured
within such 15 Trading day period but the Company commences to cure and diligently and continuously acts to cure such breach,
such longer period as may be necessary to cure such breach);


 


(iv)
an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (A) liquidation, reorganization
or other relief in respect of the Company or any of their debts, or of a substantial part of its assets, under any federal, state
or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (B) the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for the Company or for a substantial part of any of its assets,
and, in any such case, such proceeding or petition shall not be dismissed within 30 days;


 




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(v)
the Company shall (A) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief
under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (B) consent
to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section
3(a)(ii), (C) apply for or consent to the appointment of a receiver, trustee, custodian, conservator or similar official for the
Company or for a substantial part of its assets, (D) file an answer admitting the material allegations of a petition filed against
it in any such proceeding, (E) make a general assignment for the benefit of creditors or (F) take any action for the purpose of
effecting any of the foregoing;


 


4.
Miscellaneous


 


(a)
Loss, Theft, Destruction or Mutilation of Note. Upon receipt of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of this Note and, in the case of loss, theft or destruction, delivery of an indemnity agreement
reasonably satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this
Note, the Company shall execute and deliver, in lieu of this Note, a new note executed in the same manner as this Note, in the
same principal amount as the unpaid principal amount of this Note and dated the date to which interest shall have been paid on
this Note or, if no interest shall have yet been so paid, dated the date of this Note.


 


(b)
Waivers. The Company hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment
or dishonor and all other notices or demands relative to this instrument.


 


(c)
Waiver and Amendment. Any provision of this Note may be amended, waived or modified only by an instrument in writing signed
by the party against which enforcement of the same is sought.


 


(d)
Notices. All notices, offers, acceptance and any other acts under this Note (except payment) shall be in writing, and shall
be sufficiently given if delivered to the addressees in person, by FedEx or similar overnight next business day delivery, or by
email delivery followed by overnight next business day delivery as follows:


 


	 	(i)
    	If
    to the Holder, to:	Cavalry
    Fund I LP
	 	 	 	61
    Kinderkamack Road 
	 	 	 	Woodcliff
    Lake, New Jersey 07677
	 	 	 	Email:
    [  ]
	 	 	 	 
	 	(ii)	If
    to the Company:	BTCS
    Inc.
	 	 	 	9466
    Georgia Avenue, No. 124
	 	 	 	Silver
    Spring, Maryland 20910
	 	 	 	Attention:
    Charles Allen
	 	 	 	Email:
    [  ]


 


or
to such other address as any of them, by notice to the other may designate from time to time. Time shall be counted from, the
date of transmission.


 


(e)
 Expenses; Attorneys’ Fees. If an action is instituted to enforce or collect this Note, the non-prevailing party shall
pay all reasonable costs and expenses.


 




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(f)
Successors and Assigns. Upon any endorsement, assignment, or other transfer of this Note by the Holder or by operation
of law, the term “Holder,” as used herein, shall mean such endorsee, assignee, or other transferee or successor to
the Holder, then becoming the holder of this Note. This Note shall inure to the benefit of the Holder and its successors and assigns
and shall be binding upon the undersigned and their successors and assigns. The term “Company” as used herein, shall
include the respective successors and assigns of the Company and any other obligor.


 


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


 


(h)
Exclusive Jurisdiction; Governing Law. All questions concerning the construction, validity, enforcement and interpretation
of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without
regard to the principles of conflict of laws thereof. The Company and the Holder agree that all legal proceedings concerning the
interpretation, or enforcement of this Note shall only be commenced in the state and federal courts sitting in New York County,
New York (the “New York Courts”). The Company and the Holder each irrevocably submit to the exclusive jurisdiction
of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby. The Company and the Holder irrevocably waive, and agree not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient
venue for such proceeding. The Company and the Holder each irrevocably waive personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any other manner permitted by applicable law. The Company and the Holder each irrevocably
waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out
of or relating to this Note or the transactions contemplated hereby.


 


[The
balance of this page is intentionally blank]


 




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


 


	 	BTCS
    INC.
	 	 
	 	By:
    	/s/
    Charles Allen
	 	 	Charles
    Allen, Chief Executive Officer


 




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EXHIBIT
I


Conversion
Notice


 


Reference
is made to the Convertible Note (the “Note”) issued to the undersigned by BTCS Inc., a Nevada corporation (the
“Company”). In accordance with and pursuant to the Note, the undersigned hereby elects to convert all or part
of the Note indicated below into shares of 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: ______________________________________________________________________________
	

                                                          

                                                         Amount of Principal 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 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: _______________________________________________________________________________________
	______________________________________________________________________________________________
	______________________________________________________________________________________________
	 
	[  ]
    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:
________________________________


Email
Address: ____________________________


 




    	 	 	 



    	 



    

 


EXHIBIT
II


Company
Conversion Notice


 


Reference
is made to the Convertible Note (the “Note”) issued to the undersigned by BTCS Inc., a Nevada corporation (the
“Company”). In accordance with and pursuant to the Note, the Company hereby elects to convert all or part of
the Note indicated below into shares of 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: ______________________
	 
	Amount
        of Principal to be converted: ____________________

         

	Amount
        of Interest to be converted: ____________________

         

        

	Conversion
        Price: ____________________

         

	Number
    of shares of Common Stock to be issued: ____________________
	

                                                          

                                                         Please issue the Common Stock into which the Note is being converted to Holder, or for its benefit, as a certificate to the following name and to the following address:

                                                          

	DTC
Participant: ______________________________________________________________________________
	DTC
Number: ________________________________________________________________________________
	Account
	Number:
___________________________________________________________________________________





 


Name
of Registered Holder: Calvary Fund I LP


 


Tax
ID: __________________________________


Facsimile:
________________________________


Email
Address: ____________________________


 


	 	BTCS
    INC.
	 	 
	 	By:	  
	 	 	Charles
    Allen, Chief Executive Officer
	 	Date:	 _________________________, ____________


 




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