Exhibit
10.22


 


NEITHER
THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS NOTE, 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 (SELECTED BY 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.


 


	$300,000.00	Issue
    Date: 24 August 2020


 


24
AUGUST 2020 CONVERTIBLE PROMISSORY NOTE


 


FOR
VALUE RECEIVED, DATA443 RISK MITIGATION, INC., a Nevada corporation (“Borrower”, or “Company”),
hereby promises to pay to the order BLUE CITI LLC, a New York limited liability company, or its registered assigns (the
“Holder”), on the twelve (12) month anniversary of the Issue Date (the “Maturity Date”),
the sum of Three Hundred Thousand Dollars ($300,000) as set forth herein, together with interest on the unpaid principal balance
hereof at the rate of ten percent (10%) per annum (the “Interest Rate”) from the Issue Date until this 24 August
2020 Convertible Promissory Note (the “Note”), plus any and all other amounts due hereunder, are paid in full,
and any additional amounts set forth herein, including without limitation any Additional Principal (as defined herein). Interest
shall be computed on the basis of a 365-day year and the actual number of days elapsed. Any amount of principal or interest on
this Note which is not paid when due shall bear interest at the rate of eighteen percent (18%) per annum from the due date thereof
until same is paid (“Default Interest”). All payments due hereunder shall be made in lawful money of the United
States of America. All payments shall be made at such address as Holder shall hereafter give to 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. Each capitalized term used herein,
and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement concurrently
entered into by and between Borrower and Holder and dated as of the Issue Date (the “Purchase Agreement”).
This Note is subject to an original issue discount in the amount of Twenty Five Thousand Dollars ($25,000), such that Holder shall
remit to Borrower the sum of Two Hundred Seventy Five Thousand ($275,000) as the full and complete “Purchase Price”
for this Note, as defined in the Purchase Agreement. 


 


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


 


The
following terms shall apply to this Note:


 




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ARTICLE
I. CONVERSION RIGHTS


 


1.1.       Conversion
Right. Holder shall have the right, in its sole and absolute discretion, and at any time following six (6) months after
the Issue Date to convert all or any part of the outstanding amount due under 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 Borrower
into which such Common Stock shall hereafter be changed or reclassified at the conversion price determined as provided herein
(a “Conversion”); provided, however, that in no event shall 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 of shares of Common
Stock beneficially owned by 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 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 Holder and its affiliates of more than 4.99% of the outstanding
shares of Common Stock. For purposes of this Note, beneficial ownership shall be determined in accordance with Section 13(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 13D-G thereunder, except
as otherwise provided in clause (1), above. However, the limitations on conversion may be waived by Holder upon, at the
election of Holder, not less than 61 days’ prior notice to Borrower, and the provisions of the conversion limitation shall
continue to apply until such 61st day (or such later date, as determined by 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 (“Conversion Shares”)
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 Borrower by 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 Borrower before 11:59 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) accrued and unpaid interest, if any, on such principal amount being converted at the interest rates provided in
this Note to the Conversion Date; plus (3) at Holder’s option, Default Interest, if any, on the amounts referred
to in the immediately preceding clauses (1) and/or (2); plus (4) any Additional Principal for such Conversion; plus
(5) at Holder’s option, any amounts owed to Holder pursuant to Sections 1.2(c) and 1.4(g) hereof.


 


1.2.       Conversion
Price.


 


a)       Calculation
of Conversion Price. For purposes hereof, the conversion price hereunder (the “Conversion Price”) shall
equal sixty percent (60%) of the lowest trade price of the Common Stock on the Principal Market during the twenty (20) consecutive
Trading Days immediately preceding the (i) Issue Date; or, (ii) Conversion Date. If an Event of Default under Article III of this
Note has occurred, Holder, in its sole discretion, may elect to use a Conversion Price which shall use a fifty percent (50%) factor
rather than the 60% provided for above. If Borrower’s Common Stock is not traded on the Pink Sheets or OTCQB or an equivalent
marketplace, NASDAQ, NYSE, or AMEX, then such sale price shall be the sale price of such security on the principal securities
exchange or trading market where such security is listed or traded or, if no sale price of such security is available in any of
the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “Pink
Sheets” by OTC Markets. If such sale price cannot be calculated for such security on such date in the manner provided above,
such price shall be the fair market value as mutually determined by Borrower and Holder. If Borrower’s Common Stock is chilled
for deposit at DTC, becomes chilled at any point while this Note remains outstanding or deposit or other additional fees are payable
due to a Yield Sign, Stop Sign or other trading restrictions, then such percentage figure specified above shall be reduced to
forty percent (40%). In the event that the shares of Borrower’s Common Stock are not deliverable via DWAC following the
conversion of any amount hereunder, an additional 5% discount will be attributed to the Conversion Price.


 




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b)       Cooperation.
Borrower agrees to cooperate with all conversions hereunder, and that it will take all reasonable steps necessary or appropriate,
including providing a board of directors resolution authorizing the issuance of common stock to Holder. So long as the requested
sale may be made pursuant to Rule 144, Borrower agrees to accept an opinion of counsel to Holder confirming the rights of Holder
to sell shares of Common Stock issuable or issued to Holder on conversion of this Note pursuant to Rule 144 as promulgated by
the SEC (“Rule 144”), as such Rule 144 may be in effect from time to time, which opinion will be issued at
Borrower’s expense and the conversion dollar amount will be reduced by $500.00 to cover the cost of such legal opinion.
“Trading Day” shall mean any day on which the Common Stock is tradable for any period on the principal securities
exchange or other securities market on which the Common Stock is then traded.


 


c)       Additional
Principal. If at any time the Conversion Price as determined hereunder for any Conversion would be less than the par value
of the Common Stock, then the Conversion Price hereunder shall equal such par value for such Conversion and the Conversion Amount
for such Conversion shall be increased to include Additional Principal, where “Additional Principal” means
such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of Conversion Shares issuable
upon such Conversion to equal the same number of Conversion Shares as would have been issued had the Conversion Price not been
subject to the minimum price set forth in this Section 1.2(c).


 


d)       Failure
to Timely Deliver. Without in any way limiting 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 (as defined below) Borrower shall pay to Holder $1,000.00 per day in cash, for each day beyond the Deadline that
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 Holder, 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. Borrower agrees that the right to convert this Note is a valuable
right to Holder. The damages resulting from a failure, attempt to frustrate, or interference with such conversion right are difficult
if not impossible to quantify. Accordingly the parties acknowledge the liquidated damages provision contained herein is justified.


 


1.3.       Authorized
Shares; Reserved Amount. Borrower covenants that at all times while this Note is outstanding it will have a sufficient
number of shares of authorized and unissued Common Stock, free from preemptive rights, to provide for the issuance of Common Stock
upon the full conversion or adjustment of this Note. Borrower is NOT required to maintain any separate reserve of shares of Common
Stock with Borrower’s transfer agent exclusively under this Note. However, Borrower shall ensure that as of the Issue
Date at least one hundred million (100,000,000) shares of Common Stock will be irrevocably reserved for the benefit of Holder
with Borrower’s transfer agent. Borrower and Holder have also previously executed that certain Blue Citi Notes August 2020
Agreement which further provides for reserves of Common Stock for conversion under this Note, the terms and conditions of which
(with regard to reserves of Common Stock) are hereby incorporated herein by reference.


 




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1.4.       Method
of Conversion.


 


a)       Mechanics
of Conversion. Subject to Section 1.1, this Note may be converted by Holder in whole or in part at any time following the
Maturity Date, and not before, by submitting to Borrower a Notice of Conversion (by facsimile, E-Mail or other reasonable means
of communication dispatched on the Conversion Date prior to 11:59 p.m., New York, New York time).


 


b)       Book
Entry upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance
with the terms hereof, Holder shall not be required to physically surrender this Note to Borrower unless the entire unpaid principal
amount of this Note is so converted. Holder and 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 Holder and 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 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, Holder may not transfer this Note unless Holder first physically surrenders
this Note to Borrower, whereupon Borrower will forthwith issue and deliver upon the order of Holder a new Note of like tenor,
registered as Holder (upon payment by Holder of any applicable transfer taxes) may request, representing in the aggregate the
remaining unpaid principal amount of this Note. 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. 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, and 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 Holder
or the custodian in whose street name such shares are to be held for Holder’s account) requesting the issuance thereof shall
have paid to Borrower the amount of any such tax or shall have established to the satisfaction of Borrower that such tax has been
paid.


 


d)       Delivery
of Common Stock upon Conversion. Upon receipt by Borrower from 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, Borrower
shall issue and deliver or cause to be issued and delivered to or upon the order of Holder certificates for the Common Stock issuable
upon such conversion within three (3) business days after such receipt or such an event (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 Borrower of a duly and properly executed Notice of Conversion, Holder
shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, and the outstanding principal amount
and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion or adjustment, and, unless
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 Holder shall have given a Notice of Conversion as provided herein, 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
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 Borrower to the
holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by Holder
of any obligation to Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower
to Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion
Date so long as the Notice of Conversion is received by Borrower before 11:59 p.m., New York, New York time, on such date.


 




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f)       Delivery
of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable
upon conversion, provided Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated
Securities Transfer (“FAST”) program, upon request of Holder and its compliance with the provisions contained
in Section 1.1 and in this Section 1.4, Borrower shall use its best efforts to cause its transfer agent to electronically transmit
the Common Stock issuable upon conversion to 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 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 or adjustment
of this Note is not delivered by the Deadline, Borrower shall pay to Holder $1,000.00 per day in cash, for each day beyond the
Deadline that Borrower fails to deliver such Common Stock to Holder. 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 Holder, 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. Borrower agrees that the right to convert
and/or receive shares in the event of an adjustment is a valuable right to Holder. The damages resulting from a failure, attempt
to frustrate, or interference with such conversion or adjustment 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.


 


h)       Rule
144. Borrower acknowledges that it will take all reasonable steps necessary or appropriate, including accepting an opinion
of counsel to Holder confirming the rights of Holder to sell shares of Common Stock issued to Holder on conversion or adjustment
of the Note pursuant to Rule 144. So long as the requested sale may be made pursuant to Rule 144 Borrower agrees to accept an
opinion of counsel to Holder which opinion will be issued at Borrower’s expense.


 


i)       Charges
and Expenses. Issuance of Common Stock to Holder, or any of its assignees, upon the conversion of this Note shall be made
without charge to Holder for any issuance fee, transfer tax, legal opinion and related charges, postage/mailing charge or any
other expense with respect to the issuance of such Common Stock. Company shall pay all Transfer Agent fees incurred from the issuance
of the Common Stock to Holder, as well as any and all other fees and charges required by the Transfer Agent as a condition to
effectuate such issuance. Any such fees or charges as noted in this Section that are paid by Holder (whether from Borrower’s
delays, outright refusal to pay, or otherwise), will be automatically added to the Principal Amount of the Note and tack back
to the Issue Date herein for purposes of Rule 144.


 




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1.5.       Restricted
Securities. The shares of Common Stock issuable upon conversion or adjustment 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) 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 Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who
is an Accredited Investor (as defined in the Purchase Agreement). Any legend set forth on any stock certificate evidencing any
Conversion Shares shall be removed and Borrower shall issue to Holder a new certificate therefore free of any transfer legend
if (i) Borrower or its transfer agent shall have received an opinion of counsel 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 reasonably acceptable to Borrower, or (ii) in the case of the Common Stock issued or issuable
upon conversion of this Note, such security is registered for sale by 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.


 


1.6.       Effect
of Certain Events.


 


a)       Effect
of Merger, Consolidation, Etc. At the option of Holder, the sale, conveyance or disposition of all or substantially all of
the assets of Borrower, the effectuation by Borrower of a transaction or series of related transactions in which more than 50%
of the voting power of Borrower is disposed of, or the consolidation, merger or other business combination of Borrower with or
into any other Person (as defined below) or Persons when Borrower is not the survivor shall either: (i) be deemed to be an Event
of Default (as defined in Article III) pursuant to which Borrower shall be required to pay to Holder upon the consummation of
and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant
to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership,
association, trust or other entity or organization.


 


b)       Adjustment
Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all
of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar
event, as a result of which shares of Common Stock of Borrower shall be changed into the same or a different number of shares
of another class or classes of stock or securities of Borrower or another entity, or in case of any sale or conveyance of all
or substantially all of the assets of Borrower other than in connection with a plan of complete liquidation of Borrower, then
Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms
and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such
stock, securities or assets which Holder would have been entitled to receive in such transaction had this Note been converted
in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such
case appropriate provisions shall be made with respect to the rights and interests of Holder of this Note to the end that the
provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares
issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities
or assets thereafter deliverable upon the conversion hereof. Borrower shall not affect any transaction described in this Section
1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least
fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no
such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other
similar event or sale of assets (during which time, for clarification, Holder shall be entitled to convert this Note) and (b)
the resulting successor or acquiring entity assumes by written instrument the obligations of this Section 1.6(b). The above provisions
shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.


 




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c)       Adjustment
Due to Distribution. If Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to
holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution
to Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off))
(a “Distribution”), then Holder of this Note shall be entitled, upon any conversion of this Note after the
date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have
been payable to Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder
of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution. Such assets
shall be held in escrow by the Company pending any such conversion


 


d)       Purchase
Rights. If, at any time when any part of the Note remains outstanding, Borrower issues any convertible securities or rights
to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders
of any class of Common Stock, then Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the
aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable
upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately before the
date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date
as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.


 


e)       Stock
Dividends and Stock Splits. If the Company, at any time while this Note is outstanding: (A) pays a stock dividend or otherwise
makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any securities convertible
into or exercisable for Common Stock; (B) subdivides outstanding shares of Common Stock into a larger number of shares; (C) combines
(including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares; or (D) issues,
in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion
Price (and each sale or bid price used in determining the Conversion Price) shall be multiplied by a fraction, of which the numerator
shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be
the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall
become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or
distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


f)       Notice
of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of events described
in this Section 1.6, Borrower, at its expense, shall promptly compute such adjustment or readjustment and prepare and furnish
to Holder a certificate setting forth such adjustment or readjustment, showing in detail the facts upon which such adjustment
or readjustment is based. Borrower shall, upon written request of Holder, furnish to such Holder a like certificate setting forth
(i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect and (iii) the number of shares of Common
Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note.


 




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1.7.       Revocation.
If any Conversion Shares are not received by the Deadline, Holder may revoke the applicable Conversion pursuant to which such
Conversion Shares were issuable. This Note shall remain convertible after the Maturity Date hereof until this Note is repaid or
converted in full.


 


1.8.       Repayment.
Notwithstanding anything to the contrary contained in this Note, subject to the terms of this Section, at any time after the Issue
Date ending on the 180th day following the Maturity Date (the “Prepayment Termination Date”), Borrower
shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Holder of this Note, to prepay
the outstanding balance on this Note (principal and accrued interest), in full, in accordance with this Section. Any notice of
prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Holder of the Note at its registered
addresses and shall state: (1) that Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which
shall be not more than ten (10) Trading Days from the date of the Optional Repayment Notice. On the date fixed for prepayment
(the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined
below) to or upon the order of Holder as specified by Holder in writing to Borrower at least one (1) business day prior to the
Optional Prepayment Date. If Borrower exercises its right to prepay the Note, Borrower shall make payment to Holder of an amount
in cash (the “Optional Prepayment Amount”) equal to the sum of: (w) the then outstanding principal amount of
this Note multiplied by (1) 125% if paid within 90-days after the Issue Date; (2) 130% if paid within 91-days after the Issue
Date and no later than 120-days after the Issue Date; and, (3) 140% if paid within 121-days after the Issue Date and no later
than 180-days after the Issue Date; plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to
the Optional Repayment Date; plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x); plus
(z) any amounts owed to Holder pursuant to Sections 1.3 and 1.4(g) hereof. If Borrower delivers an Optional Prepayment Notice
and fails to pay the Optional Prepayment Amount due to Holder of the Note within two (2) business days following the Optional
Prepayment Date, Borrower shall forever forfeit its right to prepay the Note pursuant to this Section. After the Prepayment Termination
Date, Borrower shall have no right to prepay this Note. However, Borrower shall continue to have the right to repay all obligations
hereunder on, as of, and after the Maturity Date. 


 


ARTICLE
II. CERTAIN COVENANTS


 


2.1.       Distributions
on Capital Stock. So long as any part of this Note remains unpaid, Borrower shall not without 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 Borrower’s disinterested
directors.


 


2.2.       Restriction
on Stock Repurchases. So long as any part of the Note remains unpaid, Borrower shall not without 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 issued and outstanding shares of capital stock of Borrower.


 




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2.3.       Borrowings;
Liens. So long as any part of the Note remains unpaid, Borrower shall not (i) create, incur, assume guarantee, endorse,
contingently agree to purchase or otherwise become liable upon the obligation of any person, firm, partnership, joint venture
or corporation, except by the endorsement of negotiable instruments for deposit or collection, or suffer to exist any liability
for borrowed money, except (a) borrowings in existence or committed on the date hereof and of which Borrower has informed Holder
in writing prior to the date hereof, or (b) indebtedness to trade creditors or financial institutions incurred in the ordinary
course of business, or, (c) borrowings assumed as a result of an acquisition or similar transaction; or, (ii) enter into, create
or incur any liens, claims or encumbrances of any kind, on or with respect to any of its property or assets now owned or hereafter
acquired or any interest therein or any income or profits therefrom, securing any indebtedness occurring after the Issue Date.


 


2.4.       Sale
of Assets. So long as any part of the Note remains unpaid, Borrower shall not, without Holder’s written consent,
sell, lease or otherwise dispose of substantially all of its assets outside the ordinary course of business. Any consent to such
a disposition of assets may be conditioned on a specified use of the proceeds of disposition.


 


2.5.       Advances
and Loans. So long as any part of this Note remains unpaid, Borrower shall not, without Holder’s written consent,
lend money, give credit or make advances to any person, firm, joint venture or corporation, including, without limitation, officers,
directors, employees, officers, subsidiaries and affiliates of Borrower, except loans, credits, or advances in existence or committed
on the date hereof and which Borrower has informed Holder in writing prior to the date hereof.


 


2.6.       Charter.
So long as any part of this Note remains unpaid, Borrower shall not amend its charter documents, including without limitation
its articles of incorporation and bylaws, in any manner that materially and adversely affects any rights of Holder.


 


2.7.       Transfer
Agent. Borrower shall not change its transfer agent 5-days prior written notice to Holder. Any resignation by the transfer
agent without a replacement transfer agent prior to such replacement taking effect shall constitute an Event of Default.


 


2.8.       Unconditional
Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable obligation
of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now has
or may have hereafter against Holder, its successors and assigns, and agrees to make the payments and conversions called for herein
in accordance with the terms of this Note.


 


ARTICLE
III. EVENTS OF DEFAULT


 


Any
one or more of the following events which shall occur and/or be continuing shall constitute an event of default (each, an “Event
of Default”):


 


3.1.       Failure
to Pay Principal or Interest. Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether
at maturity, upon acceleration or otherwise.


 




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3.2.       Conversion
and the Shares. Borrower fails to issue shares of Common Stock to Holder (or announces or threatens in writing that it
will not honor its obligation to do so at any time following the execution hereof or) upon exercise by Holder of the conversion
rights of Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue)
(electronically or in certificated form) any certificate for shares of Common Stock issued to Holder upon conversion of or otherwise
pursuant to this Note as and when required by this Note, Borrower directs its transfer agent not to transfer or delays, impairs,
and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares
of Common Stock to be issued to Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note,
or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing)
any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of
Common Stock issued to 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 five (5) business days after Holder shall have delivered a Notice of Conversion. It is an obligation
of 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 Borrower to its transfer agent. If at the option of Holder,
Holder advances any funds to Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid
by Borrower to Holder within forty eight (48) hours of a demand from Holder.


 


3.3.       Breach
of Covenants. Borrower breaches any material covenant or other material term or condition contained in this Note and any
collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of seven (7) days
after written notice thereof to Borrower from Holder.


 


3.4.       Breach
of Representations and Warranties. Any representation or warranty of Borrower made herein or in any agreement, statement
or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement),
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 Holder with respect to this Note or the Purchase Agreement.


 


3.5.       Receiver
or Trustee. Borrower or any subsidiary of 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 Borrower or any subsidiary of Borrower or any of
its property or other assets for more than $50,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty
(20) days unless otherwise consented to by Holder, which consent will not be unreasonably withheld.


 


3.7.       Bankruptcy.
Bankruptcy, 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 Borrower or any subsidiary of Borrower.


 


3.8.       Delisting
of Common Stock. Borrower shall fail to maintain the listing of the Common Stock on at least one of the Pink Sheets or
OTCQB or an equivalent replacement exchange, NASDAQ, NYSE, or AMEX.


 




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3.9.       Failure
to Comply with the Exchange Act. Borrower shall fail to comply in any material respect with the reporting requirements
of the Exchange Act; and/or 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.


 


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 Borrower’s ability to continue as a “going
concern” shall not be an admission that Borrower cannot pay its debts as they become due.


 


3.12.       Maintenance
of Assets. The failure by Borrower, during the term of this Note, to maintain any material intellectual property rights,
personal, real property or other assets which are necessary to conduct its business (whether now or in the future).


 


3.13.       Financial
Statement Restatement. The restatement of any financial statements filed by 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 Holder
with respect to this Note or the Purchase Agreement.


 


3.14.       Reverse
Splits. Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to Holder.


 


3.15.       Replacement
of Transfer Agent. In the event that Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior
to the effective date of such replacement, to the replacement transfer agent a fully executed copy of this Note and the Purchase
Agreement.


 


3.16.       Cross-Default.
Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default
by Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable
notice and cure or grace periods, shall, at the option of Holder, be considered a default under this Note and the Other Agreements,
in which event Holder shall be entitled (but in no event required) to apply all rights and remedies of Holder under the terms
of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements”
means, collectively, all agreements and instruments between, among or by: (1) Borrower, and, or for the benefit of, (2) Holder
and any affiliate of Holder, including, without limitation, promissory notes; provided, however, the term “Other Agreements”
shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with
each other loan transaction and with all other existing and future debt of Borrower to Holder.


 


3.17.       SEC
Filings. Borrower fails to remain current in its filings with the SEC. Such a failure shall expressly constitute an Event
of Default, and the Note shall become immediately due and payable. The possible reduction in the Conversion Price under Section
1.2(a) is an additional result of, and not an alternative remedy for, a breach of this Section 3.17.


 


3.18.       Inside
Information. Borrower or its officers, directors, and/or affiliates attempt to transmit, convey, disclose, or any actual
transmittal, conveyance, or disclosure by Borrower or its officers, directors, and/or affiliates of, material non-public information
concerning Borrower, to 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.


 




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3.19       Bid
Price. Borrower shall lose the “bid” price for its Common Stock ($0.0001 on the “Ask” with zero
market makers on the “Bid” per Level 2) and/or a market (including the OTC Pink, OTCQB or an equivalent replacement
exchange).


 


3.20       Insolvency.
Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due,
subject to applicable grace periods, if any. 


 


3.21       DWAC.
Borrower fails to remain DWAC eligible. 


 


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 at the Maturity Date), the Note shall become immediately due and payable
and Borrower shall pay to 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, and/or 3.3 through and including 3.21, exercisable through the delivery of
written notice to Borrower by Holder (the “Default Notice”), and upon the occurrence of an Event of Default
specified in 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 Borrower shall pay to Holder,
in full satisfaction of its obligations hereunder, an amount equal to the greater of (i) 150% times the sum of (w)
the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of
this Note to the date of payment (the “Mandatory Prepayment Date”) plus (y) Default Interest, if any,
on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to Holder pursuant to Sections 1.3 and 1.4(g)
hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses
(x), (y) and (z) shall collectively be known as the “Default Sum”) or (ii) the “parity value” of
the Default Sum to be prepaid, where parity value means (a) the highest number of shares of Common Stock issuable upon conversion
of or otherwise pursuant to such Default Sum in accordance with Article I, treating the Trading Day immediately preceding the
Mandatory Prepayment Date as the “Conversion Date” for purposes of determining the lowest applicable Conversion
Price, unless the Default Event arises as a result of a breach in respect of a specific Conversion Date in which case such Conversion
Date shall be the Conversion Date), multiplied by (b) the highest Closing Price for the Common Stock during the period
beginning on the date of first occurrence of the Event of Default and ending one day prior to the Mandatory Prepayment Date (the
“Default Amount”) and all other amounts payable hereunder shall immediately become due and payable, all without
demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation,
legal fees and expenses, of collection, and Holder shall be entitled to exercise all other rights and remedies available at law
or in equity.


 


If
Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable,
then Holder shall have the right at any time, so long as Borrower remains in default (and so long and to the extent that there
are sufficient authorized shares), to require Borrower, upon written notice, to immediately issue, in lieu of the Default Amount,
the number of shares of Common Stock of Borrower equal to the Default Amount divided by the Conversion Price then in effect. Holder
may still convert any amounts due hereunder, including without limitation, the Default Sum, until such time as this Note has been
repaid in full.


 




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ARTICLE
IV. MISCELLANEOUS


 


4.1.       Failure
or Indulgence Not Waiver. No failure or delay on the part of 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.


 


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 provided in accordance with Section 11(j) of the Purchase Agreement.


 


4.3.       Amendments.
This Note and any provision hereof may only be amended by an instrument in writing signed by Borrower and Holder. The term “Note”
and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later
amended or supplemented, then as so amended or supplemented.


 


4.4.       Assignability.
This Note shall be binding upon Borrower and its successors and assigns, and shall inure to be the benefit of Holder and its successors
and assigns. Borrower may not assign this Note without the prior written consent of Holder. This Note, and nay portion thereof,
and any share of Common Stock issued upon the conversion of this Note, may be offered, sold, assigned, pledged, or transferred
by Holder without the consent of Borrower. 


 


4.5.       Cost
of Collection. If default is made in the payment of this Note, Borrower shall pay 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 conflicts of laws principles that would result in the application of the substantive laws of another jurisdiction. Any action
brought by either party against the other concerning the transactions contemplated by this Agreement must be brought only in (i)
the state courts in Dade or Broward County, Florida; or (ii) the state courts in New York County, New York, in the sole discretion
of the party bringing the action. Both parties and the individual signing this Agreement on behalf of Borrower agree to submit
to the jurisdiction of such courts. 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 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 to such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not
affect the validity or unenforceability of any other provision of this Note. Nothing contained herein shall be deemed or operate
to preclude Holder from bringing suit or taking other legal action against Borrower in any other jurisdiction to collect on Borrower’s
obligations to Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other
decision in favor of Holder. This Note shall be deemed an unconditional obligation of Borrower for the payment of money and,
without limitation to any other remedies of Holder, may be enforced against Borrower by summary proceeding pursuant to New York
Civil Procedure Law and Rules Section 3213 or any similar rule or statute in the jurisdiction where enforcement is sought. For
purposes of such rule or statute, any other document or agreement to which Holder and Borrower are parties or which Borrower delivered
to Holder, which may be convenient or necessary to determine Holder’s rights hereunder or Borrower’s obligations to
Holder are deemed a part of this Note, whether or not such other document or agreement was delivered together herewith or was
executed apart from this Note.


 




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4.7.       Certain
Amounts. Whenever pursuant to this Note 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,
Borrower and Holder agree that the actual damages to Holder from the receipt of cash payment on this Note may be difficult to
determine and the amount to be so paid by Borrower represents stipulated damages and not a penalty and is intended to compensate
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. Borrower and Holder
hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to Holder from the receipt
of a cash payment without the opportunity to convert this Note into shares of Common Stock.


 


4.8.       Disclosure.
Upon receipt or delivery by Borrower of any notice in accordance with the terms of this Note, unless Borrower has in good faith
determined that the matters relating to such notice do not constitute material, non-public information relating to Borrower, Borrower
shall within four (4) days after any such receipt or delivery, publicly disclose such material, non-public information on a Current
Report on Form 8-K, or such similar disclosure in accordance with the rules of the OTC Markets. In the event that Borrower believes
that a notice contains material, non-public information relating to Borrower, Borrower so shall indicate to Holder contemporaneously
with delivery of such notice, and in the absence of any such indication, Holder shall be allowed to presume that all matters relating
to such notice do not constitute material, non-public information relating to Borrower.


 


4.9.       Notice
of Corporate Events. Except as otherwise provided below, Holder of this Note shall have no rights as a Holder of Common
Stock unless and only to the extent that it converts this Note into Common Stock. Borrower shall provide Holder with prior notification
of any meeting of Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders). In
the event of any taking by Borrower of a record of its shareholders for the purpose of determining shareholders who are entitled
to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including
by way of merger, consolidation, reclassification or recapitalization) any share of any class or any other securities or property,
or to receive any other right, or for the purpose of determining shareholders who are entitled to vote in connection with any
proposed sale, lease or conveyance of all or substantially all of the assets of Borrower or any proposed liquidation, dissolution
or winding up of Borrower, Borrower shall mail a notice to Holder, at least twenty (20) days prior to the record date specified
therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier), of the date on which
any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief statement regarding
the amount and character of such dividend, distribution, right or other event to the extent known at such time. Borrower shall
make a public announcement of any event requiring notification to Holder hereunder substantially simultaneously with the notification
to Holder in accordance with this Section 4.9.


 


4.10.       Remedies.
Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to Holder, by vitiating the
intent and purpose of the transaction contemplated hereby. Accordingly, 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 Borrower of
the provisions of this Note, that 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.


 




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4.11.       Voluntary
Agreement. Borrower has carefully read this Note and has asked any questions needed for Borrower to understand the terms,
consequences and binding effect of this Note and fully understand them. Borrower has had the opportunity to seek the advice of
an attorney of Borrower’s choosing, or has waived the right to do so, and is executing this Note voluntarily and without
any duress or undue influence by Holder or anyone else.


 


4.12.       Severability.
If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of Borrower
and Holder to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.


 


(REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK)


 


(SIGNATURE
PAGE FOLLOWS)


 




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IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer as of the Issue Date
first set forth above.


 


DATA443
RISK MITIGATION, INC., 


a
Nevada corporation


 


	BY:
    	 	 
	NAME:
    	 	 
	TITLE:
    	 	 
	DATED:	 	 


 


ACKNOWLEDGED,
ACCEPTED, AND AGREED:


 


BLUE
CITI LLC,


a
New York limited liability company


 


	BY:
    	 	 
	NAME:
    	 	 
	TITLE:
    	 	 
	DATED:
	 	 


 




    	16



    	 



    

 


EXHIBIT
A


NOTICE
OF CONVERSION


 


The
undersigned hereby elects to convert principal under the 24 August 2020 Convertible Promissory Note issued in the original principal
amount of $300,000 (the “Note”) by DATA443 RISK MITIGATION, INC., a Nevada corporation (the Company”),
into shares of common stock of the Company (the “Common Stock”), in accordance with the terms and conditions
of the Note and as provided for herein, as of the date written below. If shares of Common Stock are to be issued in the name of
a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering
herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged
to the holder for any conversion, except for such transfer taxes, if any.


 


By
the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common
Stock does not exceed the amounts specified under Section 1.1 of this Note, as determined in accordance with Section 13(d) of
the Exchange Act.


 


CONVERSION
CALCULATIONS:


 


	 	Date
    of Conversion: 	 	___________________________
    
	 	Conversion
    Price: 	 	___________________________
    
	 	Principal
    Amount Converted: 	 	___________________________
	 	Interest
    Converted: 	 	___________________________
    
	 	Number
    of Shares of Common Stock  to
    be Issued: 	 	___________________________
    
	 	Remaining
    Principal Balance of the Note: 	 	___________________________
    


 


HOLDER:
____________________________


  


	Authorized
    Signature:	 	____________________________
	 	 	 
	Name:	 	____________________________
	 	 	                          
	Title:	 	____________________________


 


	Address
    for Delivery of Certificates:	_____________________________________
    
	 	 
	 	_____________________________________
	 	                             
	 	_____________________________________
	 	 
	 	                  OR


 


	DWAC
    Instructions: 	Broker
    #:	 	_____________________________________
	 	 	 	 
	 	Account
    #:	 	_____________________________________
	 	 	 	                 
	 	 	 	            OR
	 	 	 	 
	Other
    Instructions: 	 	 	 


  




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