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
$30,500.00



SALEEN
AUTOMOTIVE, INC.

8%
CONVERTIBLE REDEEMABLE NOTE

DUE
DECEMBER 3, 2015



FOR
VALUE RECEIVED, Saleen Automotive, Inc. (the “Company”) promises to pay to the order of ROCK CAPITAL, LLC and its
authorized successors and permitted assigns (“Holder”), the aggregate principal face amount of Thirty Thousand
Five Hundred Dollars exactly (U.S. $30,500.00) on December 3, 2015 (“Maturity Date”) and to pay interest on
the principal amount outstanding hereunder at the rate of 8% per annum commencing on December 3, 2014. This Note contains a 5%
original issue discount such that the purchase price of the note is $28,975.00. 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 3820 East Mercer Way, Mercer Island, WA 98040, 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
(“Con version Price”) for each share of Common Stock equal to the higher of(i)58%of the average of the 2 lowest trading prices 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 the eighteen 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) or (ii)$0.00005.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 48% instead of 58% 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.



(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.





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(c)
During the first six months this Note is in effect, the Company may redeem this Note by paying to the Holder an amount as follows:
(i) if the redemption is within the first 90 days this Note is in effect, then for an amount equal to 125% of the unpaid principal
amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day
this Note is in effect, but less than the 180th day this Note is in effect, then for an amount equal to 145% of the
unpaid principal amount of this Note along with any accrued interest. This Note may not be redeemed after 180 days. The redemption
must be closed and paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid
and the Company may not redeem this Note.



(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.







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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.



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 (except as disclosed
in the Company’s SEC filings); (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 two hundred fifty thousand dollars
($250,000) in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall
remain unpaid, unvacated, 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







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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.



11. The
Company represents that it it has previously been a “shell” issuer and that more than 12 months have passed since
the Company has reported form 10 type information indicating it 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 with such costs paid by the Holder.



12. The
Company shall issue irrevocable transfer agent instructions reserving 6,500,000 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 three 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:
December 3, 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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