The Marquie Group, Inc.


$________________


12% CONVERTIBLE NOTE

DATED ________________, 2022


This Note, in the amount
of $________________, replaces in its entirety that certain promissory note, originally issued by the maker hereof to ________________,
in the face amount of $________________, dated ________________.


THIS NOTE (the "Note")
is a duly authorized Convertible Note of The Marquie Group, Inc., a Florida corporation (the "Company").



THIS NOTE arises from the conversion of certain debts owed to ________________ (the “Holder”) and accrued on the Company’s
books and records.


FOR
VALUE RECEIVED, the Company therefore promises to pay the Holder, the principal sum of $________________ (the "Principal Amount")
or such lesser principal amount following the conversion or conversions of this Note in accordance with
Paragraph 2 (the "Outstanding Principal Amount") on demand (the "Maturity Date"), and to pay interest on the
Outstanding Principal Amount ("Interest") in a lump sum on the Maturity Date, at the rate of twelve percent (12%) per Annum
(the “Rate”) from the date of issuance.


Accrual
of Interest shall commence on the date of this Note and continue until the Company repays or provides for repayment in full the Outstanding
Principal Amount and all accrued but unpaid Interest. Accrued and unpaid Interest shall bear Interest at the Rate until paid, compounded
monthly. The Outstanding Principal Amount of this Note is payable on the Maturity Date in such
coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts, at the
address last appearing on the Note Register of the Company as designated in writing by the Holder from time to time. The Company may prepay
principal and interest on this Note at any time before the Maturity Date.


The
Company will pay the Outstanding Principal Amount of this Note on the Maturity Date, free of any withholding or deduction
of any kind (subject to the provision of paragraph 2 below), to the Holder as of the Maturity Date and addressed to the Holder
at the address appearing on the Note Register.


This Note is subject to the
following additional provisions:


1.            
All payments on account of the Outstanding Principal Amount of this Note and all other amounts
payable under this Note (whether made by the Company or any other person) to or for the account of the Holder hereunder shall be made
free and clear of and without reduction by reason of any present and future income, stamp, registration and other taxes, levies,
duties, cost, and charges whatsoever imposed, assessed, levied or collected by the United States or any political subdivision
or taxing authority thereof or therein, together with interest thereon and penalties with respect thereto, if any, on or in respect of
this Note (such taxes, levies, duties, costs and charges being herein collectively called "Taxes").


2.      
The Holder of this Note is entitled, at its option, at any time after the issuance of this
Note, to convert all or any lesser portion of the Outstanding Principal Amount and accrued but unpaid Interest into Common Stock at a
conversion price equal to $0.002, unless otherwise
modified by mutual agreement between the Parties (the "Conversion Price") (The Common stock into which the Note is converted
shall be referred to in this agreement as "Conversion Shares"). The
Issuer will not be obligated to issue fractional Conversion Shares. The Holder may convert this Note into
Common Stock by surrendering the Note to the Company, with the form of conversion notice attached to the Note as Exhibit B, executed by
the Holder of the Note evidencing such Holder's intention to convert the Note. If the Borrower is unable to issue any shares under this
provision due to the fact that there is an insufficient number of authorized and unissued
shares available, the Holder promises not to force the Borrower to issue these shares or trigger
an Event of Default, provided that Borrower takes immediate steps required to get the appropriate
level of approval from shareholders or the board of directors, where applicable to raise the number of authorized shares to satisfy
the Notice of Conversion.



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The
Company will not issue fractional shares or scrip representing fractions of shares of Common Stock on conversion,
but the Company will round the number of shares of Common Stock issuable up to the nearest whole share. The date on which a Notice
of Conversion is given shall be deemed to be the date on which the Holder notifies the Company of its intention to so convert by delivery,
by facsimile transmission or otherwise, of a copy of the Notice of Conversion. Notice of Conversion
may be sent by email to the Company, attn: CEO, COO. The Holder will deliver this Note, together
with original executed copy of the Notice of Conversion, to the Company within three (3) business days following the Conversion
Date. At the Maturity Date, the Company will pay any unconverted Outstanding Principal Amount and accrued Interest
thereon, at the option of the Company, in either (a) cash or (b) Common Stock valued at a price equal to the Conversion
Price determined as if the Note was converted in accordance with its terms into Common Stock on the Maturity Date.


Notwithstanding the foregoing
conversion privilege, in no event shall Issuer have the right to convert into, nor shall the Issuer issue to such Holder, shares of Common
Stock to the extent that such conversion would result in the Holder and its affiliates together beneficially owning more than 9.99% of
the then issued and outstanding shares of Common Stock. If the number of shares issued to Holder is greater than 4.99% of the total issued
common stock of the company, the Issuer must notify the Holder immediately. For purposes hereof, beneficial ownership shall be determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder.


3.            
No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to the payment
of the Outstanding Principal Amount of this Note at the Maturity Date, and in the coin or currency herein prescribed.


4.            
If at any time or from time to time after the date of this Note, the Common Stock issuable upon the conversion of the Note is changed
into the same or different numbers of shares of any class or classes of stock, whether by recapitalization or otherwise, then in each
such event the Holder shall have the right thereafter to convert the Note into the kind of security receivable in such recapitalization,
reclassification or other change by holders of Common Stock, all subject to further adjustment as provided herein. In such event, the
formulae set forth herein for conversion and redemption shall be equitably adjusted to reflect such change in number of shares or, if
shares of a new class of stock are issued, to reflect the market price of the class or classes of stock issued in connection with the
above described transaction.


5.            
Events of Default


5.1.          
A default shall be deemed to have occurred upon any one of the following events:


5.1.1.              
Withdrawal from registration of the Issuer under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
either voluntary or involuntary.


5.1.2.              
Issuer filing for bankruptcy protection under the federal bankruptcy laws, the calling of a meeting of creditors, or any act of
insolvency under any state law regarding insolvency, without written notification to the Investor within five business days of such filing,
meeting or action.


5.1.3.              
The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its
obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails
to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common
Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs
its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring or issuing (electronically or
in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to
this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or
hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on
any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when
required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described
in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations
shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion.



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5.1.4.              
Failure to pay the principal and unpaid but accrued interest on the Note when due.


5.1.5.              
Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.


5.1.6.              
Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become
due, provided, however, that any disclosure of the Borrower's ability to continue as a "going concern" shall not be an admission
that the Borrower cannot pay its debts as they become due.


5.1.7.           
The failure by Borrower to maintain any material intellectual property rights, personal, real property
or other assets which are necessary to conduct its business (whether now or in the future).


5.1.8.           
The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior
written notice to the Holder.


5.1.9.           
In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide,
prior to the effective date of such replacement, fully executed Irrevocable Transfer Agent
Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocable
reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent
to Holder and the Borrower.


5.1.10.        
The failure by Borrower to pay any and all Post-Closing Expenses as defined herein.


5.1.11.        
From and after the initial trading, listing or quotation of the Common Stock on a Principal Market, an event resulting in the Common
Stock no longer being traded, listed or quoted on a Principal Market; failure to comply with the
requirements for continued quotation on a Principal Market; or notification from a Principal
Market that the Borrower is not in compliance with the conditions for such continued quotation
and such non-compliance continues for seven (7) trading days following such notification.



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5.2.    
Default remedies. Upon the occurrence and during the continuation of any Event of Default specified
in Section 5.1. (solely with respect to failure to pay the principal hereof or interest thereon
when due at the Maturity Date), the 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 the Default Sum (as defined herein). UPON THE OCCURRENCE AND DURING THE CONTINUATION
OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 5.1., THE NOTE SHALL BECOME IMMEDIATELY DUE
AND PAYABLE AND THE BORROWER SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS
OBLIGTAIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT SUM (AS DEFINED HEREIN)). Upon the
occurrence and during the continuation of any Event of Default specified in Sections 5.1. (solely with respect to failure to pay
the principal hereof or interest thereon when due on this Note, 5.1.1, 5.1.2, 5.1.5, 5.1.6, 5.1.7,
5.1.8, 5.1.9, 5.1.10, 5.1.11 exercisable through the delivery of written notice to the Borrower by such Holders (the "Default Notice"),
and upon the occurrence of an Event of Default specified in the remaining sections of Section
5.1. (other than failure to pay the principal hereof or interest thereon at the Maturity Date
specified in Section 5.1. hereof), the 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 the greater of (i) 150% times the sum of (w) the then outstanding principal amount
of this Note plus (x) accrued and unpaid
interest on the unpaid principal amount of this Note to the date of payment (the "Mandatory
Prepayment Date") plus (y) Default
Interest, if any, on the amounts referred to in clauses (w) and/or (x) (the then outstanding principal amount of this Note to the date
of payment plus the amounts referred to
in clauses (x) and (y) shall collectively be known as the "Default Sum") or (ii) the "parity value" of the
Default Sum to be prepaid, where parity value means (a) the highest number of shares of Common Stock
issuable upon conversion of or otherwise pursuant to such Default Sum, treating the Trading
Day immediately preceding the Mandatory Prepayment Date as the "Conversion Date" for
purposes of determining the lowest applicable Conversion Price, unless the Default Event arises as a result
of such breach in respect of a specific Conversion Date in which case such Conversion Date shall be the
Conversion Date, multiplied by (b) the
highest Closing Price for the Common Stock during the period beginning on the date of first
occurrence of the Event of Default and ending one day prior to the Mandatory Prepayment Date
(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,
including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and
remedies available at low or in equity.


If
the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount
is due and payable, then the Holder shall have the right at any time, so long as the Borrower remains in default (and so long and
to the extent that there are sufficient authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu
of the Default Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price
then in effect.



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6.            
Prepayment. At any time that the Note remains outstanding, upon three business days' written notice (the "Prepayment
Notice") to the Holder, the Company may pay 140% of the entire Outstanding Principal Amount of the Note plus any accrued but unpaid
Interest. If the Company gives written notice of prepayment, the Holder shall agree to withhold any attempts
to convert the Convertible Note for a period of 48 hours beginning upon receipt of the Prepayment Notice. Should the Company fail
to make the Prepayment within the 48 hours, the Holder shall regain its right to convert the Note into shares of Common Stock of the Company.


7.            
The Company covenants that until all amounts due under this Note are paid in full, by conversion
or otherwise, unless waived by the Holder or subsequent Holder in writing, the Company shall:


give prompt written
notice to the Holder of any Event of Default or of any other matter which has resulted in, or could reasonably
be expected to result in a materially adverse change in its financial condition or operations;


give prompt notice
to the Holder of any claim, action or proceeding which, in the event of any unfavorable outcome, would
or could reasonably be expected to have a Material Adverse Effect (as defined below) on the financial condition of the Company;


at all times
reserve and keep available out of its authorized but unissued Common Stock, for the purpose of effecting the conversion of this
Note into Common Stock, such number of its duly authorized shares of Common Stock as shall from time
to time be sufficient to effect the conversion of the Outstanding Principal Amount of this Note into Common Stock.


"Material Adverse Effect" means
(i) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen
would likely have, any material adverse effect on the legality, validity or enforceability of the Transaction
Documents or the transactions contemplated thereby, (ii) any condition, occurrence, state of facts or event having,
or insofar as reasonably can be foreseen would likely have, any effect on the business, operations, properties or financial condition
of the Company that is material and adverse to the Company and its Subsidiaries, taken as a whole,
and/or (iii) any condition, occurrence, state of facts or event that would, or insofar as reasonably can be foreseen
would likely, prohibit or otherwise materially interfere with or delay the ability of the Company to perform any of its obligations
under any of the Transaction Documents to which it is a party.


8.          
Upon receipt by the Company of evidence from the Holder reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Note,


(i)               
in the case of loss, theft or destruction, upon provision of indemnity reasonably satisfactory to it and/or its transfer agent,
or


(ii)             
in the case of mutilation, upon surrender and cancellation of this Note, then the Company at its expense will execute
and deliver to the Holder a new Note, dated the date of the lost, stolen, destroyed or mutilated Note, and evidencing the outstanding
and unpaid principal amount of the lost, stolen, destroyed or mutilated Note.



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9.            
If any term in this Note is found by a court of competent jurisdiction to be unenforceable, then the entire Note
shall be rescinded, the consideration proffered by the Holder for the remaining Debt acquired by the Holder not converted by
the Holder in accordance with this Note shall be returned in its entirety and any Conversion Shares in the possession or control
of the Investor shall be returned to the Issuer.


10.         
The Note and the Agreement between the Company and the Holder (including all Exhibits thereto)
constitute the full and entire understanding and agreement between the Company and the Holder
with respect to the subject hereof. Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than
by a written instrument signed by the Company and the Holder.


11.         
This Note shall be governed by and construed in accordance with the internal laws of the State
of Florida.


12.         
Conditions. The Issuer acknowledges the Investor's participation in respect to this Agreement is on a conditions
permitting basis. In the event that the transaction risk profile substantially changes, market pricing or implied volatility
substantially change, due diligence raises concerns or any other conditions material to the successful closing of the transaction
change, the Investor reserves the right to terminate the Agreement at any time before delivering to the Non Affiliate Debtholder
the cash consideration as described hereof.


13.         
Miscellaneous


13.1.       
Counterparts. This Agreement may be executed in any number of counterparts by original, facsimile or email signature. All executed
counterparts shall constitute one Agreement not withstanding that all signatories are not signatories
to the original or the same counterpart. Facsimile and scanned signatures are considered
original signatures.


13.2.       
Severability. This Agreement is not severable. If any term in this Agreement is found by a
court of competent jurisdiction to be unenforceable, then the entire Agreement shall be rescinded,
the consideration proffered by the Investor for the remaining Debt acquired by Investor not
converted by the Investor in accordance with this Agreement shall be returned in its entirety
and any Conversion Shares in the possession or control of the Investor shall be returned
to the Issuer.


13.3.       
Legal Fees. Except as provided in this agreement, each Party will bear its own legal expenses
in the execution of this Agreement. If the Issuer defaults and the Investor is required to expend funds for legal
fees and expenses, such costs will be reimbursed to the Investor, solely by the Issuer.


13.4.       
Trading Activities. Neither the Buyer nor their affiliates has an open short position in the
common stock of the Company and the Buyer agree that they shall not, and that they will cause
their affiliates not to, engage in any short sales of or hedging transactions with respect to the common stock of the Company.


13.5.                 
Modification. This Agreement and the Note may only be modified in a writing signed
by all Parties.




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IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized,
as of the date first written above.




                                                                                                                                       The Marquie Group, Inc.


 


 


 


 


                                                                                                                                      By:
_____________________


                                                                                                     Name:
Marc Angell


                                                                                                     Title:
Chief Executive Officer


 


 


 


 





 


 


 


 


 






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Exhibit
B.


NOTICE
OF CONVERSION


The
undersigned hereby elects to convert $______of the principal and interest amount of the
Note (defined below)


into Shares of Common Stock of The
Marquie Group, Inc., a(n) Florida Corporation (the "Borrower") according to the conditions of the Convertible Note of
the Borrower dated as of ________________ (the "Note"). No fee will be charged
to the Holder or Holder's Custodian for any conversion, except for transfer taxes, if any.


Box Checked as to applicable
instructions:


[
]The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to
the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission
system ("DWAC Transfer").


Name
of DTC Prime Broker: _____________________________


Account
Number: ____________________________________


[
]The undersigned hereby requests that the Borrower issue a certificate or certificates
for the number of shares of Common Stock set forth below (which numbers are based on the Holder's calculation attached hereto) in the
name(s) specified immediately below:




TIN #: ________________


Date of Conversion:


Conversion
Price:


Shares
to Be Delivered:


Remaining
Principal Balance Due After This Conversion:


Signature


Print
Name:


 


 



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