Exhibit 10.1


 


THEREIN
NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND
SUCH LAWS.


 


CONVERTIBLE PROMISSORY NOTE


 


	Principal Amount: $50,000.00	Issue Date: March	2,	2021
	 	Maturity Date: March	2,	2022


 


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


 


ARTICLE
I. PRINCIPAL AND INTEREST


 


Section 1.1 For
value received, Maker promises to pay to Holder at such place as Holder or its assigns may designate in writing, in currently
available funds of the United States, the principal Amount of Fifty Thousand Dollars ($50,000.00). Maker’s obligation
under this Note shall accrue interest at the rate of ten percent (10.0%) per annum from the date hereof until paid in full.
Interest shall be computed on the basis of a 365-day year or 366-day year, as applicable, and actual days lapsed. Accrual of interest
shall commence on the first business day to occur after the Issue Date and continue until payment in full of the Principal Amount
has been made or duly provided for.


 


Section 1.2


 


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


 


b.
All principal and accrued interest then outstanding shall be due and payable by the Maker to the Holder on or before March 2,
2022 (the “Maturity Date”).


 


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


 


d.
This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to
preemptive rights or other similar rights of shareholders of the Maker and will not impose personal liability upon the holder thereof.


 



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


 


ARTICLE II.


CONVERSION RIGHTS;
CONVERSION PRICE


 


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


 


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


 


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


 


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


(20) Trading Day period
ending on the latest complete Trading Day prior to the Conversion Date.


 


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


 



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


 


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


 


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


 



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


 


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


 


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


 


Section 2.5. Reservation
of Common Stock.


 


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


 


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


 



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


 


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


 


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


 


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


 


Section 2.6. Maximum
Conversion.


 


The Holder shall not
be entitled to convert on a Conversion Date that amount of the Notes in connection with that number of shares of Common Stock which
would be in excess of the Amount of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates
on Conversation Date, and (ii) the number of shares of Common Stock issuable upon the conversion of the Notes with respect to which
the determination of this provision is being made on a Conversion Date, which would result in beneficial ownership by the Holder
and its Affiliates of more than 9.99% of the outstanding shares of Common Stock of the Company on such Conversion Date. For the
purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.


 



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ARTICLE III.


REPRESENTATIONS AND
WARRANTIES


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 3.2 The
Maker represents and warrants to Holder:


 


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


 



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


 


(c)
Issuance of Shares. The Notice Shares are duly authorized and reserved for issuance and, upon conversion of the Note in
accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims
and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders
of the Maker and will not impose personal liability upon the holder thereof.


 


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


 


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


 


ARTICLE IV.


EVENTS OF DEFAULT


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


ARTICLE V.


MISCELLANEOUS


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


Section 5.8. Low-Priced
Security The Conversion Price Discount is subject to Low-Priced Security adjustments (the “Low-Priced Security Adjustment”)
due to, but not limited to, the increased volatility, potential lack of liquidity, and increased transaction costs that arise if
and when the Trading Price of the Maker’s common stock falls or is below certain levels, in addition to other Conditions.
If the Trading Price at any point during the 20 Trading Days prior to Conversion is: (i) below $0.01, then the Conversion Price
shall be $0.001. The Low-Priced Security Adjustment is cumulative and in addition to any other adjustments or Conditions specified
within this Note or available under applicable law, but not subject to reverse stock splits.


 


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


 


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


 



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


 


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


 



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EXHIBIT 1 CONVERSION


NOTICE


 


 

 


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


 


TO:


 


The undersigned hereby
irrevocably elects to convert US$ of the Principal Amount of the above Note into Shares of Common Stock of Deep Green Waste &
Recycling, Inc., according to the conditions stated therein, as of the Conversion Date written below. If shares are to be issued
in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and
is delivering herewith such certificates and opinions as reasonably requested by the Maker in accordance therewith. No fee will
be charged to the Holder for any conversion, except for such transfer taxes, if any.


 


Conversion Date:_______________________________________________________________:


 


Applicable Conversion
Price: $________________________


 


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


 


 


Principal Amount to be
converted:


US$____________________________________________


 


Amount of Note unconverted:


US$____________________________________________


 


Number of shares of Common
Stock to be issued:__________________________________________


 



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