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 (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING,
THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES. 


 





	Principal Amount: $300,000.00 	 	 	Issue Date:  August 12, 2016
	Purchase Price: $250,000.00 	 	 	 
	Original Issue Discount: $50,000.00 	 	 	 






 


 


CONVERTIBLE PROMISSORY NOTE


 


FOR VALUE RECEIVED,
GREY CLOAK TECH, INC., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the
order of CROWN BRIDGE PARTNERS, LLC, a New York limited liability company, or registered assigns (the “Holder”)
the principal sum of $300,000.00 (the “Principal Amount”), together with interest at the rate of eight percent (8%)
per annum, at maturity or upon acceleration or otherwise, as set forth herein (the “Note”). The consideration to the
Borrower for this Note is up to $250,000.00 (the “Consideration”). The Holder shall pay $25,000.00 of the Consideration
(the “First Tranche”) within a reasonable amount of time of the full execution of the transactional documents related
to this Note. At the closing of the First Tranche, the outstanding principal amount under this Note shall be $30,000.00, consisting
of the First Tranche plus the prorated portion of the OID (as defined herein). The Holder may pay, in their sole discretion, such
additional amounts of the Consideration and at such dates as the Holder may choose in its sole discretion. THE PRINCIPAL SUM
DUE TO THE HOLDER SHALL BE PRORATED BASED ON THE CONSIDERATION ACTUALLY PAID BY THE HOLDER, THE APPLICABLE PORTION OF THE OID,
AS WELL AS THE APPLICABLE INTEREST, SUCH THAT THE ISSUER IS ONLY REQUIRED TO REPAY THE AMOUNT FUNDED (PLUS THE OID AND APPLICABLE
INTEREST) AND THE ISSSUER IS NOT REQUIRED TO REPAY ANY UNFUNDED PORTION OF THIS NOTE. The maturity date for each tranche funded
shall be twelve (12) months from the effective date of each payment (each a “Maturity




    


     


    

Date”), and is the date upon which
the principal sum of each respective tranche, as well as any accrued and unpaid interest and other fees relating to that respective
tranche, shall be due and payable. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein.
Any amount of principal or interest on this Note, which is not paid by the Maturity Date, shall bear interest at the rate of twenty
two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall commence
accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of
days elapsed. All payments due hereunder (to the extent not converted into the Borrower’s common stock (the “Common
Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments
shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the
provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business
day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment
date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account
for purposes of determining the amount of interest due on such date. As used in this Note, the term “business day”
shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized
or required by law or executive order to remain closed.


 


This Note carries a prorated
original issue discount of $50,000.00 (the “OID”), to cover the Holder’s legal fees, accounting fees, due diligence
fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Note, which is included
in the principal balance of this Note. Thus, the purchase price of this Note shall be $250,000.00, computed as follows: the Principal
Amount minus the OID.


 


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 Borrower and will not impose personal liability upon the holder thereof.


 


The following additional terms shall apply
to this Note:


 


ARTICLE I.
CONVERSION RIGHTS


 


1.1
Conversion Right. The Holder shall have the right at any time to convert all or any part of the outstanding and
unpaid principal amount and accrued and unpaid interest of this Note into fully paid and non-assessable shares of Common Stock,
as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such
Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined
as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any
portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number




    1 


     


    

of shares of Common Stock beneficially owned
by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership
of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject
to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common
Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being
made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common
Stock. For purposes of the proviso 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 (the “Exchange Act”), and Regulations 13D-G thereunder,
except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion may
be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Borrower, and the
provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder,
as may be specified in such notice of waiver). The number of shares of Common Stock to be issued upon each conversion of this Note
shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the
date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”),
delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted
by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00
p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount”
means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion
plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided
in this Note to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to
in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant
to Sections 1.3 and 1.4(g) hereof.


 


1.2
Conversion Price.


 


(a)
Calculation of Conversion Price. The Conversion Price shall be the Variable Conversion Price (as defined herein) (subject
to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s
securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary
distributions and similar events) (also subject to adjustment as further described herein). The "Variable Conversion Price"
shall mean 56% multiplied by the Market Price (as defined herein) (representing a discount rate of 44%). “Market Price”
means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending
on the last complete Trading Day prior to the Conversion Date. “Trading Prices” means, for any security as of any date,
the lowest traded price on the Over-the-Counter Pink Marketplace, OTCQB, or applicable trading market (the “OTCQB”)
as reported by a reliable




    2 


     


    

reporting service (“Reporting Service”)
designated by the Holder (i.e. www.Nasdaq.com) or, if the OTCQB is not the principal trading market for such security, on the principal
securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such
security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that
are quoted on the OTC Markets. If the Trading Prices cannot be calculated for such security on such date in the manner provided
above, the Trading Prices shall be the fair market value as mutually determined by the Borrower and the holders of a majority in
interest of the Notes being converted for which the calculation of the Trading Prices are required in order to determine the Conversion
Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB,
or on the principal securities exchange or other securities market on which the Common Stock is then being traded. If at any time
while this Note is outstanding, the lowest Trading Prices on the OTCQB or other applicable principal trading market for the Common
Stock is equal to or lower than $0.10, then an additional ten percent (10%) discount shall be factored into the Variable Conversion
Price until this Note is no longer outstanding (resulting in a discount rate of 54% assuming no other adjustments are triggered
hereunder). In the event that shares of the Borrower’s Common Stock are not deliverable via DWAC following the conversion
of any amount hereunder, an additional ten percent (10%) discount shall be factored into the Variable Conversion Price until this
Note is no longer outstanding (resulting in a discount rate of 54% assuming no other adjustments are triggered hereunder).


 


Each
time, while this Note is outstanding, the Borrower enters into a Section 3(a)(9) transaction (including but not limited to the
issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd
party has the right to convert monies owed to that 3rd
party (or receive shares pursuant to a settlement or otherwise) at a discount to market greater than the Variable Conversion Price
in effect at that time (prior to all other applicable adjustments in the Note), then the Variable Conversion Price shall be automatically
adjusted to such greater discount percentage (prior to all applicable adjustments in this Note) until this Note is no longer outstanding.
Each time, while this Note is outstanding, the Borrower enters into a Section 3(a)(9) transaction (including but not limited to
the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd
party has a look back period greater than the look back period in effect under the Note at that time (currently a twenty (20) Trading
Day look back period as described in this Section 1.2(a) applies), then the Holder’s look back period shall automatically
be adjusted to such greater number of days until this Note is no longer outstanding. The Borrower shall give written notice to
the Holder, with the adjusted Variable Conversion Price and/or adjusted look back period (each adjustment that is applicable due
to the triggering event), within one (1) business day of an event that requires any adjustment described in the two immediately
preceding sentences. 


 


Holder shall be entitled
to deduct $500.00 from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with
each Notice of Conversion.




    3 


     


    

1.3
Authorized Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will
reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for
the issuance of Common Stock upon the full conversion of this Note. The Borrower is required at all times to have authorized and
reserved ten times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price
of the Notes in effect from time to time)(the “Reserved Amount”). The Reserved Amount shall be increased from time
to time in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares
will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make
any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible
at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall
be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding
Notes. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common
Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to
its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates
for shares of Common Stock in accordance with the terms and conditions of this Note.


 


If, at any time the Borrower
does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.


 


1.4
Method of Conversion.


 


(a)
Mechanics of Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time
from time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other
reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject
to Section 1.4(b), surrendering this Note at the principal office of the Borrower.


 


(b)
Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note
in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless
the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the
principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the
Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute
or discrepancy, such records of the Borrower shall, prima facie, be controlling and determinative in the absence
of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer
this Note unless the Holder first physically




    4 


     


    

surrenders this Note to the Borrower, whereupon
the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder (upon
payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal
amount of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions
of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented
by this Note may be less than the amount stated on the face hereof.


 


(c)
Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other
than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other
securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such
shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount
of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.


 


(d)
Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail
(or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this
Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates
for the Common Stock issuable upon such conversion within two (2) business days after such receipt (the “Deadline”)
(and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with
the terms hereof.


 


(e)
Obligation of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall
be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the
amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults
on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith
terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion.
If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver
the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder
to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person
or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder
of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of
any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower
to the Holder in connection with such conversion. The




    5 


     


    

Conversion Date specified in the Notice of
Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower before 6:00 p.m., New York,
New York time, on such date.


 


(f)
Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock
issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated
Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions contained in
Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit
the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through
its Deposit Withdrawal Agent Commission (“DWAC”) system.


 


(g)
Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other
remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon
conversion of this Note is not delivered by the Deadline (other than a failure due to the circumstances described in Section 1.3
above, which failure shall be governed by such Section) the Borrower shall pay to the Holder $2,000 per day in cash, for each day
beyond the Deadline that the Borrower fails to deliver such Common Stock. Such cash amount shall be paid to Holder by the fifth
day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower
by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note,
in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall
be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a
valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right
are difficult if not impossible to qualify. Accordingly the parties acknowledge that the liquidated damages provision contained
in this Section 1.4(g) are justified.


 


1.5
 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred
unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer
agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions
of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant
to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor
rule) (“Rule 144”) or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the
Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited
Investor. Except as otherwise provided (and subject to the removal provisions set forth below), until such time as the shares of
Common Stock issuable upon conversion of this Note have been registered under the




    6 


     


    

Act or otherwise may be sold pursuant to
Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each
certificate for shares of Common Stock issuable upon conversion of this Note that has not been so included in an effective registration
statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the
legend, shall bear a legend substantially in the following form, as appropriate:


 


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


 


The legend set forth above
shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if (i) the
Borrower or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of
counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made without registration
under the Act, which opinion shall be accepted by the Borrower so that the sale or transfer is effected or (ii) in the case of
the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration
statement filed under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities
as of a particular date that can then be immediately sold. In the event that the Borrower does not accept the opinion of counsel
provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144
or Regulation S, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.


 


1.6
Trading Market Limitations. Unless permitted by the applicable rules and regulations of the principal securities
market on which the Common Stock is then listed or traded, in no event shall the Borrower issue upon conversion of or otherwise
pursuant to this Note more than the maximum number of shares of Common Stock that the Borrower can issue pursuant to any rule of
the principal United States securities market on which




    7 


     


    

the Common Stock is then traded (the “Maximum
Share Amount”), which shall be 4.99% of the total shares currently outstanding, subject to equitable adjustment from time
to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock
occurring after the date hereof. Once the Maximum Share Amount has been issued, if the Borrower fails to eliminate any prohibitions
under applicable law or the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization
with jurisdiction over the Borrower or any of its securities on the Borrower’s ability to issue shares of Common Stock in
excess of the Maximum Share Amount, in lieu of any further right to convert this Note, this will be considered an Event of Default
under Section 3.3 of the Note.


 


1.7
Status as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby
(other than the shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion
of the Reserved Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s
rights as a Holder of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates
for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because
of a failure by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received
certificates for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect
to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a
holder of Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to
such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder
or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted.
In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion
Default Payments pursuant to Section 1.3 to the extent required thereby for such Conversion Default and any subsequent Conversion
Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section
1.3) for the Borrower’s failure to convert this Note.


 


ARTICLE II.
 CERTAIN COVENANTS


 


2.1
Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower
shall not without the Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or other distribution
(whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely
in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment
or distribution in respect of its capital stock except for distributions pursuant to any shareholders’ rights plan which
is approved by a majority of the Borrower’s disinterested directors.




    8 


     


    

 


2.2
Restriction on Stock Repurchases. So long as the Borrower shall have any obligation under this Note, the Borrower
shall not without the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for
property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock
of the Borrower or any warrants, rights or options to purchase or acquire any such shares.


 


ARTICLE III.
EVENTS OF DEFAULT


 


If any of the following
events of default (each, an “Event of Default”) shall occur:


 


3.1
Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when
due on this Note, whether at maturity, upon acceleration or otherwise, and such breach continues for a period of five (5) days.


 


3.2
Conversion and the Shares. The Borrower fails to reserve a sufficient amount of shares of common stock as required
under the terms of this Note (including Section 1.3 of this Note)(and such breach continues for a period of five (5) days), 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) 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) 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 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 two (2) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation
of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a
conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the
option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such
advanced funds shall be paid by the Borrower to the Holder within five (5) business days of a demand from the Holder, either in
cash or as an addition to the balance of the Note, and such choice of payment method is at the discretion of the Borrower.




    9 


     


    

 


3.3
Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained
in this Note and any collateral documents and such breach continues for a period of ten (10) days after written notice thereof
to the Borrower from the Holder.


 


3.4
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any
agreement, statement or certificate given in writing pursuant hereto or in connection herewith, shall be false or misleading in
any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on
the rights of the Holder with respect to this Note.


 


3.5
Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit
of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property
or business, or such a receiver or trustee shall otherwise be appointed.


 


3.6
Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any
subsidiary of the Borrower or any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or
unstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.


 


3.7
Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary
or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the
Borrower or any subsidiary of the Borrower.


 


3.8
Delisting of Common Stock. The Borrower shall fail to maintain the listing or quotation of the Common Stock on
the OTCQB or an equivalent replacement exchange, the Nasdaq Global Market, the Nasdaq Capital Market, the New York Stock Exchange,
or the NYSE MKT.


 


3.9
Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of
the Exchange Act (including but not limited to becoming delinquent in its filings), and/or the Borrower shall cease to be subject
to the reporting requirements of the Exchange Act.


 


3.10
Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.


 




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3.11
Cessation of Operations. 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, or any disposition
or conveyance of any material asset of the Company.


 


3.12
Financial Statement Restatement. The Borrower replaces its auditor, or any restatement of any financial statements
filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note
is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statement, have constituted
a material adverse effect on the rights of the Holder with respect to this Note.


 


3.13
 Replacement of Transfer Agent. In the event that the Borrower replaces its transfer agent, and the Borrower
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 shares of Common Stock in the Reserved Amount) signed by the successor
transfer agent to Borrower and the Borrower.


 


3.14
Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents,
a breach or default by the Borrower of any covenant or other term or condition contained in any of the other financial instrument,
including but not limited to all convertible promissory notes, currently issued, or hereafter issued, by the Borrower, to the Holder
or any other 3rd party (the “Other Agreements”),
after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default
under this Note, in which event the Holder shall be entitled to apply all rights and remedies of the Holder under the terms of
this Note by reason of a default under said Other Agreement or hereunder. 


 


3.15 Inside Information.
Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or any actual transmittal,
conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public information concerning
the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s filing of a Form
8-K pursuant to Regulation FD on that same date.


 


3.16 No bid.
At any time while this Note is outstanding, the lowest Trading Prices on the OTCQB or other applicable principal trading market
for the Common Stock is equal to or less than $0.0001.


 


Upon the occurrence and
during the continuation of any Event of Default specified in Section 3.1 (solely with respect to failure to pay the principal hereof
or interest thereon when due




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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 3.2, 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: (Y) THE DEFAULT SUM (AS DEFINED HEREIN); MULTIPLIED BY (Z) TWO (2). Upon the
occurrence and during the continuation of any Event of Default specified in Sections 3.1 (solely with respect to failure to pay
the principal hereof or interest thereon when due on this Note or upon acceleration), 3.3, 3.4, 3.5, 3.6, 3.8, 3.9, 3.10, 3.11,
3.12, 3.13, 3.14, 3.15, and/or 3.16 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 the remaining sections of Articles III (other than failure
to pay the principal hereof or interest thereon at the Maturity Date specified in Section 3,1 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
200% multiplied by the then outstanding entire balance of the Note (including principal and accrued and unpaid interest) plus Default
Interest, if any, plus any amounts owed to the Holder pursuant to Sections 1.4(g) hereof (collectively, in the aggregate of all
of the above, the “Default Sum”), 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 law 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, subject to
issuance in tranches due to the beneficial ownership limitations contained in this Note.


 


ARTICLE IV.
MISCELLANEOUS


 


4.1
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 privileges. All rights and remedies existing
hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.


 




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4.2
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted
hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, facsimile, or electronic mail addressed as set forth below or to such
other address as such party shall have specified most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery, upon electronic mail delivery, or delivery by
facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below
(if delivered on a business day during normal business hours where such notice is to be received), or the first business day following
such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b)
on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address,
or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:


 


If to the Borrower, to:


 


GREY CLOAK TECH, INC.


10300 W. Charleston


Las Vegas, NV 89135


e-mail: wbossung@yahoo.com


 


If to the Holder:


 


CROWN BRIDGE PARTNERS, LLC


1173a
2nd Avenue, Suite 126 


New York, NY 10065


e-mail: Info@CrownBridgeCapital.com


 


with a copy to:


 


Laura Anthony, Esq.


Legal & Compliance, LLC


330 Clematis Street, Suite 217


West Palm Beach, FL 33401


e-mail: LAnthony@LegalandCompliance.com


 


4.3
Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the
Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean
this instrument




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as originally executed,
or if later amended or supplemented, then as so amended or supplemented.


 


4.4
Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to
be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor”
(as defined in Rule 501(a) of the 1933 Act). Notwithstanding anything in this Note to the contrary, this Note may be pledged as
collateral in connection with a bona fide margin account or other lending arrangement.


 


4.5
Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof
costs of collection, including reasonable attorneys’ fees.


 


4.6
Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York
without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions
contemplated by this Note shall be brought only in the state and/or federal courts of New York, NY. The parties to this Note hereby
irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based
on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The prevailing
party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision
of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or
rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified
to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service
of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other
Transaction Document 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 Agreement 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 law.


 


4.7
Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding
principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest
on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this
Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty
and is




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intended to compensate the Holder in part
for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion
of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree
that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a
cash payment without the opportunity to convert this Note into shares of Common Stock.


 


4.8
Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm
to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges
that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach
or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other
available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining,
preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity
of showing economic loss and without any bond or other security being required.


 


4.9
 Prepayment. Notwithstanding anything to the contrary contained in this Note, the Borrower may prepay any amount
outstanding under this Note, during the initial 30 day period after the issuance of this Note, by making a payment to the Holder
of an amount in cash equal to 115% multiplied the amount that the Borrower is prepaying, subject to the Holder’s prior written
acceptance in Holder’s sole discretion. Further, the Borrower may prepay any amount outstanding under this Note, from the
31st day through the 60th
day after the issuance of this Note, by making a payment to the Holder of an amount in cash equal to 120% multiplied the amount
that the Borrower is prepaying, subject to the Holder’s prior written acceptance in Holder’s sole discretion. Further,
the Borrower may prepay any amount outstanding under this Note, from the 61st
day through the 90th day after the issuance of this
Note, by making a payment to the Holder of an amount in cash equal to 125% multiplied the amount that the Borrower is prepaying,
subject to the Holder’s prior written acceptance in Holder’s sole discretion. Further, the Borrower may prepay any
amount outstanding under this Note, from the 91st day
through the 120th day after the issuance of this Note,
by making a payment to the Holder of an amount in cash equal to 130% multiplied the amount that the Borrower is prepaying, subject
to the Holder’s prior written acceptance in Holder’s sole discretion. Further, the Borrower may prepay any amount outstanding
under this Note, from the 121st day through the 150th
day after the issuance of this Note, by making a payment to the Holder of an amount in cash equal to 135% multiplied the amount
that the Borrower is prepaying, subject to the Holder’s prior written acceptance in Holder’s sole discretion. Further,
the Borrower may prepay any amount outstanding under this Note, from the 151st
day through the 180th day after the issuance of this
Note, by making a payment to the Holder of an amount in cash equal to 140% multiplied the amount that the Borrower is prepaying,
subject to the Holder’s 




    15 


     


    

prior written
acceptance in Holder’s sole discretion. The Borrower may not prepay any amount outstanding under this Note after the 180th
day after the issuance of this Note. 


 


4.10 Section 3(a)(10)
Transactions. If at any time while this Note is outstanding, the Borrower enters into a transaction structured in accordance
with, based upon, or related or pursuant to, in whole or in part, Section 3(a)(10) of the Securities Act (a “3(a)(10) Transaction”),
then a liquidated damages charge of 25% of the outstanding principal balance of this Note at that time, will be assessed and will
become immediately due and payable to the Holder, either in the form of cash payment or as an addition to the balance of the Note,
as determined by mutual agreement of the Borrower and Holder.


 


4.11 Reverse Split
Penalty. If at any time while this Note is outstanding, the Borrower effectuates a reverse split with respect to the Common
Stock, then a liquidated damages charge of 15% of the outstanding principal balance of this Note at that time, will be assessed
and will become immediately due and payable to the Holder, either in the form of cash payment or as an addition to the balance
of the Note, as determined by mutual agreement of the Borrower and Holder.


 


4.12
Right of First Refusal. If at any time while this Note is outstanding, the Borrower has a bona fide offer of capital
or financing from any 3rd party, that the Borrower intends
to act upon, then the Borrower must first offer such opportunity to the Holder to provide such capital or financing to the Borrower
on the same terms as each respective 3rd party’s
terms. Should the Holder be unwilling or unable to provide such capital or financing to the Borrower within 10 trading days from
Holder’s receipt of written notice of the offer (the “Offer Notice”) from the Borrower, then the Borrower may
obtain such capital or financing from that respective 3rd
party upon the exact same terms and conditions offered by the Borrower to the Holder, which transaction must be completed within
30 days after the date of the Offer Notice. If the Borrower does not receive the capital or financing from the respective 3rd
party within 30 days after the date of the respective Offer Notice, then the Borrower must again offer the capital or financing
opportunity to the Holder as described above, and the process detailed above shall be repeated. The Offer Notice must be sent via
electronic mail to Info@CrownBridgeCapital.com. 


 


 


[signature page to follow]


 




    16 


     


    

 


IN WITNESS WHEREOF, Borrower
has caused this Note to be signed in its name by its duly authorized officer this August 12, 2016.


 


GREY CLOAK TECH, INC.


 

/s/ William Bossung

By: ________________________


Name: William Bossung


Title: Chief Financial Officer


 




    17 


     


    

EXHIBIT A
-- NOTICE OF CONVERSION 


 


The undersigned hereby elects
to convert $_________________ principal amount of the Note (defined below) into that number of shares of Common Stock to
be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of GREY CLOAK TECH, INC., a Nevada
corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of August
12, 2016 (the “Note”), as of the date written below. No fee will be charged to the Holder 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 or, if additional space is necessary, on an attachment hereto:


 


CROWN BRIDGE PARTNERS, LLC


1173a
2nd Avenue, Suite 126 


New York, NY 10065


e-mail: Info@CrownBridgeCapital.com


 


Date of Conversion: _____________


Applicable Conversion Price: $____________


Number of Shares of Common Stock to
be Issued


Pursuant to Conversion of the Notes:
______________


Amount of Principal Balance Due remaining


Under the Note after this conversion:
 ______________


 


CROWN BRIDGE PARTNERS, LLC


 


By:_____________________________


Name: __________________________


Title: ___________________________


Date: ___________________________


 


 


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