NEITHER THIS NOTE NOR THE
SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.



Saleen
Automotive, Inc.



Convertible
Note



|Issuance
    Date:December 3, 2014 | Original
    Principal Amount:$250,000  
|---------------------------------- | ----------------------------------------
|Note No.SLNN-1                     | Consideration
    Paid at Close: $40,000



FOR
VALUE RECEIVED, Saleen Automotive, Inc., a Nevada corporation (the “Company”),
hereby promises to pay to the order ofVista Capital Investments, LLC or registered assigns (the “Holder”)
the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion
or otherwise, the “Principal”) when due, whether upon the Maturity
Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest
(“Interest”) on any outstanding Principal at the applicable Interest
Rate from the date set out above as the Issuance Date (the “Issuance Date”)
until the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case
in accordance with the terms hereof).



The
Original Principal Amount is $250,000 (two hundred fifty thousand) plus accrued and unpaid interest and any other fees. The Consideration
is $225,000 (two hundred twenty five thousand) payable by wire transfer (there exists a $25,000prorated original issue discount (the “OID”)). The Holder shall pay $40,000 of Consideration upon closing
of this Note. The Holder may pay additional Consideration to the Company in such amounts and at such dates as Holder may choose
in its sole discretion. For purposes hereof, the term “Outstanding Balance” means the Original Principal Amount, as
reduced or increased, as the case may be, pursuant to the terms hereof for conversion, breach hereof or otherwise, plus any accrued
but unpaid interest, collection and enforcements costs, and any other fees or charges incurred under this Note. The Original Principal
Amount due to Holder shall be prorated based on the Consideration paid by Holder (plus an approximate 10% Original Issue Discount
that is prorated based on the Consideration paid by the Holder as well as any other interest or fees) such that the Company is
only required to repay the amount funded and the Company is not required to repay any unfunded portion of this Note.



(1)
GENERAL TERMS



(a)
Payment of Principal. The “Maturity
Date” shall be two years from the date of each payment of Consideration, as may be extended at the option of
the Holder in the event that, and for so long as, an Event of Default (as defined below) shall not have occurred and be continuing
on the Maturity Date (as may be extended pursuant to this Section 1) or any event shall not have occurred and be continuing on
the Maturity Date (as may be extended pursuant to this Section 1) that with the passage of time and the failure to cure would
result in an Event of Default.

















(b)
Interest. A one-time interest charge of twelve percent (12%) (“Interest
Rate”) shall be applied on the Issuance Date to the Original Principal Amount. Interest hereunder shall be paid
on the Maturity Date (or sooner as provided herein) to the Holder or its assignee in whose name this Note is registered on the
records of the Company regarding registration and transfers of Notes in cash or converted into Common Stock at the Conversion
Price provided the Equity Conditions are satisfied.



(2)
EVENTS OF DEFAULT.



(a)
An “Event of Default”, wherever used herein, means any one of the
following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant
to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):



(i)	The
Company’s failure to pay to the Holder any amount of Principal, Interest, or other amounts when and as due under this Note
(including, without limitation, the Company’s failure to pay any redemption payments or amounts hereunder) or any other
Transaction Document;



(ii)	A
Conversion Failure as defined in section 3(b)(ii)



(iii)	The
Company or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any subsidiary of
the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the
Company or any subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect
relating to the Company or any subsidiary of the Company or there is commenced against the Company or any subsidiary of the Company
any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 61 days; or the Company or any subsidiary
of the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding
is entered; or the Company or any subsidiary of the Company suffers any appointment of any custodian, private or court appointed
receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of sixty
one (61) days; or the Company or any subsidiary of the Company makes a general assignment for the benefit of creditors; or the
Company or any subsidiary of the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay,
its debts generally as they become due; or the Company or any subsidiary of the Company shall call a meeting of its creditors
with a view to arranging a composition, adjustment or restructuring of its debts; or the Company or any subsidiary of the Company
shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or
any corporate or other action is taken by the Company or any subsidiary of the Company for the purpose of effecting any of the
foregoing;



(iv)	[Intentionally
Blank]



(v)	The
Common Stock is suspended or delisted for trading on the Over the Counter Bulletin Board market (the “Primary
Market”).



(vi)	The
Company loses its ability to deliver shares via “DWAC/FAST” electronic transfer.



(vii)	The
Company loses its status as “DTC Eligible.”







2







(viii)
The Company shall become late or delinquent in its filing requirements as a fully-reporting issuer registered with the Securities
& Exchange Commission.



(b)
Upon the occurrence of any Event of Default, the Outstanding Balance shall immediately increase to 120% of the Outstanding Balance
immediately prior to the occurrence of the Event of Default (the “Default Effect”). The Default Effect shall automatically
apply upon the occurrence of an Event of Default without the need for any party to give any notice or take any other action.



(3)
CONVERSION OF NOTE. This Note shall be convertible into shares of the Company’s
Common Stock, on the terms and conditions set forth in this Section 3.



(a)	Conversion
Right. Subject to the provisions of Section 3(c), at
any time or times on or after the Issuance Date, the Holder shall be entitled to convert any portion of the outstanding and unpaid
Conversion Amount (as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section 3(b),
at the Conversion Price (as defined below). The number of shares of Common Stock issuable upon conversion of any Conversion Amount
pursuant to this Section 3(a) shall be equal to the quotient of dividing the Conversion Amount by the Conversion Price. The Company
shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a
fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole
share. The Company shall pay any and all transfer agent fees, legal fees, costs and any other fees or costs that may be incurred
or charged in connection with the issuance of shares of the Company’s Common Stock to the Holder arising out of or relating
to the conversion of this Note.



(i)	“Conversion
Amount” means the portion of the Original Principal Amount and Interest to be converted, plus any penalties,
redeemed or otherwise with respect to which this determination is being made.



(ii)	“Conversion
Price” shall equal 60% of the lowest trade occurring during the twenty five (25) consecutive Trading Days immediately
preceding the applicable Conversion Date on which the Holder elects to convert all or part of this Note, subject to adjustment
as provided in this Note. The Conversion Price shall not be lower than $0.00005 (the “Conversion Floor”). In the event
of a reverse stock split, the Conversion Floor shall not be adjusted.



(b)	Mechanics
of Conversion.



(i)
Optional Conversion. To convert any Conversion Amount into shares of Common Stock
on any date (a “Conversion Date”), the Holder shall (A) transmit by
email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an
executed notice of conversion in the form attached hereto as Exhibit A (the “Conversion
Notice”) to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice
(the “Share Delivery Date”), the Company shall (A) if legends are
not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities
Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company’s
(“DTC”) Fast Automated Securities Transfer Program, credit such aggregate
number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account
with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast
Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate,
registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled
which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered
for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being
converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business
Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding
Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this
Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of
a Conversion Notice.









3







(ii)	Company’s
Failure to Timely Convert. If within two (2) Trading
Days after the Company’s receipt of the facsimile or email copy of a Conversion Notice the Company shall fail to issue and
deliver to Holder via “DWAC/FAST” electronic transfer the number of shares of Common Stock to which the Holder is
entitled upon such holder’s conversion of any Conversion Amount (a “Conversion
Failure”), the Original Principal Amount of the Note shall increase by $2,000 per day until the Company issues
and delivers a certificate to the Holder or credit the Holder’s balance account with DTC for the number of shares of Common
Stock to which the Holder is entitled upon such holder’s conversion of any Conversion Amount (under Holder’s and Company’s
expectation that any damages will tack back to the Issuance Date).Company will not be subject
to any penalties once its transfer agent processes the shares to the DWAC system. If the Company fails to deliver shares
in accordance with the timeframe stated in this Section, resulting in a Conversion Failure, the Holder, at any time prior to selling
all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares
and have the rescinded conversion amount returned to the Outstanding Balance with the rescinded conversion shares returned to
the Company (under Holder’s and Company’s expectations that any returned conversion amounts will tack back to the
original date of the Note).



(iii)	DWAC/FAST
Eligibility.If the Company fails for any reason to deliver
to the Holder the Shares by DWAC/FAST electronic transfer (such as by delivering a physical stock certificate), or if there is
a Conversion Failure as defined in Section 3(b)(ii), and if the Holder incurs a Market Price Loss, then at any time subsequent
to incurring the loss the Holder may provide the Company written notice indicating the amounts payable to the Holder in respect
of the Market Price Loss and the Company must make the Holder whole by either of the following options at Holder’s election:



Market
Price Loss = [(High trade price for the period between the day of conversion and the day the shares clear in the Holder’s
brokerage account) x (Number of shares receivable from the conversion)] - [(Net Sales price realized by Holder) x (Number of shares
receivable from the conversion)].



Option
A - Pay Market Price Loss in Cash. The Company must pay the Market Price Loss by cash payment, and any such cash payment must
be made by the third business day from the time of the Holder’s written notice to the Company.



Option
B - Add Market Price Loss to Outstanding Balance. The Company must pay the Market Price Loss by adding the Market Price Loss to
the Outstanding Balance (under Holder’s and the Company’s expectation that any Market Price Loss amounts will tack
back to the Issuance Date).



In
the case that conversion shares are not deliverable by DWAC/FAST electronic transfer an additional 10% discount to the Conversion
Price will apply.



(iv)	DTC
Eligibility & Sub-Penny.If the Company fails to
maintain its status as “DTC Eligible” for any reason, or, if the Conversion Price is less than $0.01, the Principal
Amount of the Note shall increase by ten thousand dollars ($10,000) (under Holder’s and Company’s expectation that
any Principal Amount increase will tack back to the Issuance Date). In addition, the Conversion Price shall be redefined to equal
the lesser of (a) $0.025 or (b) 50% of the lowest trade occurring during the twenty five (25) consecutive Trading Days immediately
preceding the applicable Conversion Date on which the Holder elects to convert all or part of this Note, subject to adjustment
as provided in this Note.







4







(v)
Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion
of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this
Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted or (B) the Holder has provided
the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note
upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal and Interest converted
and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as
not to require physical surrender of this Note upon conversion.



(c)	Limitations
on Conversions or Trading.



(i)
Beneficial Ownership. The Company shall not effect any conversions of this Note
and the Holder shall not have the right to convert any portion of this Note or receive shares of Common Stock as payment of interest
hereunder to the extent that after giving effect to such conversion or receipt of such interest payment, the Holder, together
with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the
rules promulgated thereunder) in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving
effect to such conversion or receipt of shares as payment of interest. Since the Holder will not be obligated to report to the
Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue
would result in the issuance of shares of Common Stock in excess of 4.99% of the then outstanding shares of Common Stock without
regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority
and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and
to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion
of the principal amount of this Note is convertible shall be the responsibility and obligation of the Holder. If the Holder has
delivered a Conversion Notice for a principal amount of this Note that, without regard to any other shares that the Holder or
its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Company shall
notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such
Conversion Date in accordance with Section 3(a) and, any principal amount tendered for conversion in excess of the permitted amount
hereunder shall remain outstanding under this Note. The provisions of this Section may be waived at any time by Holder upon written
notification to the Company.



(d)	Other
Provisions.



(i)	Share
Reservation.The Company shall at all times reserve and keep
available out of its authorized Common Stock a number of shares equal to at least 3 (three) times the full number of shares of
Common Stock issuable upon conversion of all outstanding amounts under this Note; and within 3 (three) Business Days following
the receipt by the Company of a Holder’s notice that such minimum number of Underlying Shares is not so reserved, the Company
shall promptly reserve a sufficient number of shares of Common Stock to comply with such requirement.The
Company will at all times reserve at least 30,000,000 shares of Common Stock for conversion.



(ii)	Prepayment.At
any time within the 90 day period immediately following the Issuance Date, the Company shall have the option, upon 10 business
days’ notice to Holder, to pre-pay the entire remaining outstanding principal amount of this Note in cash, provided that
(i) the Company shall pay the Holder 145% of the Outstanding Balance, (ii) such amount must be paid in cash on the next business
day following such 10 business day notice period, and (iii) the Holder may still convert this Note pursuant to the terms hereof
at all times until such prepayment amount has been received in full. Except as set forth in this Section the Company may not prepay
this Note in whole or in part.







5







(iii)	Terms
of Future Financings.So long as this Note is outstanding,
upon any issuance by the Company or any of its subsidiaries of any security with any term more favorable to the holder of such
security or with a term in favor of the holder of such security that was not similarly provided to the Holder in this Note, then
the Company shall notify the Holder of such additional or more favorable term and such term, at Holder’s option, shall become
a part of the transaction documents with the Holder. The types of terms contained in another security that may be more favorable
to the holder of such security include, but are not limited to, terms addressing conversion discounts, conversion lookback periods,
interest rates, original issue discounts, stock sale price, private placement price per share, and warrant coverage.



(iv)	All
calculations under this Section 3 shall be rounded up to the nearest $0.00001 or whole share.



(v)	Nothing
herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 2 herein
for the Company’s failure to deliver certificates representing shares of Common Stock upon conversion within the period
specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief, in each case without the need to post a bond or provide
other security. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any
other Section hereof or under applicable law.



(4)	SECTION
3(A)(9) OR 3(A)(10) TRANSACTION. So long as this Note
is outstanding, the Company shall not enter into any transaction or arrangement structured in accordance with, based upon, or
related or pursuant to, in whole or in part, either Section 3(a)(9) of the Securities Act (a “3(a)(9) Transaction”)
or Section 3(a)(10) of the Securities Act (a “3(a)(10) Transaction”). In the event that the Company does enter into,
or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10) Transaction while this note is outstanding,
a liquidated damages charge of 25% of the outstanding principal balance of this Note, but not less than $25,000, will be assessed
and will become immediately due and payable to the Holder at its election in the form of cash payment or addition to the balance
of this Note.



(5)	[Intentionally
Blank]



(6)	REISSUANCE
OF THIS NOTE.



(a)	Assignability.The
Company may not assign this Note. This Note will be binding upon the Company and its successors and will inure to the benefit
of the Holder and its successors and assigns and may be assigned by the Holder to anyone of its choosing without Company’s
approval.



(b)	Lost,
Stolen or Mutilated Note. Upon receipt by the Company
of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, and, in the case
of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and, in the case
of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder a new Note representing
the outstanding Principal.







6







(7)
NOTICES. Any notices, consents, waivers or other communications required or permitted
to be given under the terms hereof must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered
personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically
generated and kept on file by the sending party) (iii) upon receipt, when sent by email; or (iv) one (1) Trading Day after deposit
with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The
addresses and facsimile numbers for such communications shall be those set forth in the communications and documents that each
party has provided the other immediately preceding the issuance of this Note or at such other address and/or facsimile number
and/or to the attention of such other person as the recipient party has specified by written notice given to each other party
three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient
of such notice, consent, waiver or other communication, (ii) mechanically or electronically generated by the sender’s facsimile
machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (iii) provided
by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.



The addresses
for such communications shall be:



If to the Company, to:



| | Steve
    Saleen     | 
| | -------------------- | 
| | 2735
    Wardlow Rd  | 
| | Corona,
    CA 92882 | 
| |                      | 
| |                      | 
| | Attn: Steve Saleen   | 
| | Email:               | 



If to the Holder



| | VISTA CAPITAL
    INVESTMENTS, LLC | 
| | ---------------------------------- | 
| |                                    | 
| |                                    | 
| |                                    | 
| | Attn:                              | 
| | Email:                             | 







7







(8)
APPLICABLE LAW AND VENUE. This Note shall be governed by and construed in accordance
with the laws of the State of Nevada, without giving effect to conflicts of laws thereof. Any action brought by either party against
the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of California or
in the federal courts located in the city and county of San Diego, in the State of California. Both parties and the individuals
signing this Agreement agree to submit to the jurisdiction of such courts.



(a)
WAIVER. Any waiver by the Holder of a breach of any provision of this Note shall
not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of
this Note. The failure of the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not
be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other
term of this Note. Any waiver must be in writing.



[Signature
Page Follows]







8







IN
WITNESS WHEREOF, the Company has caused this Convertible Note to be duly executed by a duly authorized officer as of the date
set forth above.



| | COMPANY:                          
| | ----------------------------------
| |                                   
| | SALEEN
    AUTOMOTIVE, INC.       
| |                                   
| | By:                               
| | Name:                             
| | Title:                            
| |                                   
| | HOLDER:                           
| |                                   
| | VISTA
    CAPITAL INVESTMENTS, LLC
| |                                   
| | By:                               
| | Name:                             
| | Title:                            



[Signature
Page to Convertible Note No. SLNN-1]











EXHIBIT
A



NOTICE
OF CONVERSION



[Company
Contact, Position]

Saleen Automotive,
Inc.

[Company
Address]

[Contact
Email Address]



The
undersigned hereby elects to convert a portion of the $ _________ Convertible Note _________ issued to Vista Capital Investments,
LLC on _________ into Shares of Common Stock of ________________ according to the conditions set forth in such Note as of the
date written below.



By
accepting this notice of conversion, you are acknowledging that the number of shares to be delivered represents less than 10%
(ten percent) of the common stock outstanding. If the number of shares to be delivered represents more than 9.99% of the common
stock outstanding, this conversion notice shall immediately automatically extinguish and debenture Holder must be immediately
notified.



|Date
    of Conversion:     |  | 
|--------------------------- |  | 
|Conversion
    Amount:      |  | 
|Conversion
    Price:       |  | 
|Shares
    to be Delivered: |  | 



Shares
delivered in name of:



VISTA
CAPITAL INVESTMENTS, LLC



|           |                                   
|---------- | ----------------------------------
|Signature: | By:                               
|           | Title:                            
|           | Vista Capital
    Investments, LLC