THIS
NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)



US
$55,125.00



SALEEN
AUTOMOTIVE, INC.

8%
CONVERTIBLE REDEEMABLE NOTE

DUE
OCTOBER 14, 2015



FOR
VALUE RECEIVED, Saleen Automotive, Inc. (the “Company”) promises to pay to the order of LG CAPITAL FUNDING, LLC and
its authorized successors and permitted assigns (“Holder”), the aggregate principal face amount of Fifty Five
Thousand One Hundred Twenty Five Dollars exactly (U.S. $55,125.00) on October 14, 2015 (“Maturity Date”) and
to pay interest on the principal amount outstanding hereunder at the rate of 8% per annum commencing on October 14, 2014. This
Note contains a 5% original issue discount such that the purchase price of the note is $52,500.00. The interest will be paid to
the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note.
The principal of, and interest on, this Note are payable at 1218 Union Street, Suite #2, Brooklyn, NY 11225, initially, and if
changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company
will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts
required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the
last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment
of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the
sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph
4(b) herein.



This
Note is subject to the following additional provisions:



1.
This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested
by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that
Holder shall pay any tax or other governmental charges payable in connection therewith.







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2.	The
Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.



3.	This
Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (“Act”),
and applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void.
Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name
this Note is duly registered on the Company’s records as the owner hereof for all other purposes, whether or not this Note
be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this
Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth
in Section 4(a), and any prospective transferee of this Note, also is required to give the Company written confirmation that this
Note is being converted (“Notice of Conversion”) in the form annexed hereto as Exhibit A. The date of
receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.



4.	(a)
The Holder of this Note is entitled, at its option, at any time after 180 days, and after full cash payment for the shares convertible
hereunder, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company’s
common stock (the “Common Stock”) without restrictive legend of any nature, at a price (“Conversion
Price”) for each share of Common Stock equal to61% of theaverage of the 2 lowest trading prices(with a floor of $0.00005 per share) of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which
the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future (“Exchange”),
for theeighteen prior trading days including the day upon which a Notice of Conversion is received by the
Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after
4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). If the shares have
not been delivered within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by
the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice
of Conversion. Once the Holder has received such shares of Common Stock, the Holder shall surrender this Note to the Company,
executed by the Holder evidencing such Holder’s intention to convert this Note or a specified portion hereof, and accompanied
by proper assignment hereof in blank. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip
representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest
whole share.In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased
to 51% instead of 61% while that “Chill” is in effect. In no event shall the Holder be allowed to effect a conversion
if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would
exceed 9.9% of the outstanding shares of the Common Stock of the Company.







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(b)
Interest on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by
the Company in Common Stock (“Interest Shares”). Holder may, at any time, send in a Notice of Conversion to the
Company for Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest
Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date
of such notice.



(c)	The
Notes may be prepaid with the following penalties: (i) if the note is prepaid within 90 days of the issuance date, then at 135%
of the face amount plus any accrued interest; (ii) if the note is prepaid within 91 days after the issuance date but less than
180 days after the issuance date, then at 150% of the face amount plus any accrued interest. This Note may not be prepaid after
the 180th day. Such redemption must be closed and funded within 3 days of giving notice of redemption of the right
to redeem shall be null and void.



(d)	Upon
(i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related
transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common
Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with
or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely
to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding
shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a “Sale
Event”), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal
amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert
the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common Stock
immediately prior to such Sale Event at the Conversion Price.



(e)	In
case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection with which
this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note
shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares
of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other
change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise
of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing provisions
shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other than cash,
the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good faith.



5.	No
provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal
of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.



6.	The
Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice
of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for
hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.







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7.	The
Company agrees to pay all costs and expenses, including reasonable attorneys’ fees and expenses, which may be incurred by
the Holder in collecting any amount due under this Note.



8.	If
one or more of the following described “Events of Default” shall occur:



(a)	The
Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company;
or



(b)	Any
of the representations or warranties made by the Company herein or in any certificate or financial or other written statements
heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or
the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or



(c)	The
Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of
the Company under this Note or any other note issued to the Holder; or



(d)	The
Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an
assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment
of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy
relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under
federal or state laws as applicable; or



(e)	A
trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without
its consent and shall not be discharged within sixty (60) days after such appointment; or



(f)	Any
governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or
control of the whole or any substantial portion of the properties or assets of the Company; or



(g)	One
or more money judgments, writs or warrants of attachment, or similar process, in excess of one hundred thousand dollars ($100,000)
in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid,
un-vacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date
of any proposed sale thereunder; or



(i)
The Company shall have its Common Stock delisted from a market (including the OTCQB marketplace) or, if the Common Stock trades
on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days;



(j)
If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the
Board;







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(k)
The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within
3 business days of its receipt of a Notice of Conversion; or



(1)
The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder; or



(m)
The Company shall not be “current” in its filings with the Securities and Exchange Commission; or



(n)
The Company shall lose the “bid” price for its stock and a market (including the OTCBB marketplace or other exchange)



Then,
or at any time thereafter, unless cured within 5 days, and in each and every such case, unless such Event of Default shall have
been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option
of the Holder and in the Holder’s sole discretion, the Holder may consider this Note immediately due and payable, without
presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly
waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately,
and without expiration of any period of grace, enforce any and all of the Holder’s rights and remedies provided herein or
any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 24%
per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law.
In the event of a breach of Section 8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4thday after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the
10th day. The penalty for a breach of Section 8(n) shall be an increase of the outstanding principal amounts by 20%.
In case of a breach of Section 8(i), the outstanding principal due under this Note shall increase by 50%. If this Note is not
paid at maturity, the outstanding principal due under this Note shall increase by 10%.



If
the Holder or the Company shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation,
engaging an attorney, then if the Holder or the Company prevails in such action, the Holder or the Company shall be reimbursed
by the Company or the Holder for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation
and prosecution of such action or proceeding.



9.	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.



10.	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.







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11.	The
Company represents that it has been a “shell” issuer and that at least 12 months have passed such that the Company
is no longer a “shell issuer. Further. The Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion
to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.



12.	The
Company shall issue irrevocable transfer agent instructions reserving 8,816,000 shares of its Common Stock for conversions under
this Note (the “Share Reserve”). The reserve shall be replenished as needed to allow for conversions of this Note.
Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company shall pay all costs
associated with issuing and delivering the shares. The company should at all times reserve a minimum of four times the amount
of shares required if the note would be fully converted. The Holder may reasonably request increases from time to time to reserve
such amounts.



13.	The
Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits,
recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.



14.	This
Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be
performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and
the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of
New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement
shall be effective as an original.







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IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.



Dated:
October 14, 2014



| | SALEEN
    AUTOMOTIVE, INC.
| | ---------------------------
| |                            
| | By:                        
| |                            







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EXHIBIT
A



NOTICE
OF CONVERSION



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



The
undersigned hereby irrevocably elects to convert $ _______ of the above Note into  _________ Shares of Common Stock
of Saleen Automotive, Inc. (“Shares”) according to the conditions set forth in such Note, as of the 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 and other taxes
and charges payable with respect thereto.



Date
of Conversion: __________________________________________________________

Applicable
Conversion Price: ___________________________________________________

Signature:
__________________________________________________________________

[Print
Name of Holder and Title of Signer]



|Address: |  | 
|-------- |  | 
|         |  | 



SSN
or EIN: _______________________________

Shares
are to be registered in the following name: __________________________________________________



Name:
_____________________________________________________________________

Address:
___________________________________________________________________

Tel:
_____________________________________

Fax:
_____________________________________

SSN
or EIN: _______________________________



Shares
are to be sent or delivered to the following account:



Account
Name: ________________________________________________________

Address:
___________________________________________________________________









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