Exhibit
10.44


 


NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO BORROWER. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL
INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY
SUCH SECURITIES.


 


Original
Issue Date: April 9, 2021


Principal
Amount: $110,000.00


Interest
Rate: 12% simple interest rate if paid within 60 days; 15% compounding (monthly) interest if not paid in full within 60 days


 


CONVERTIBLE
NOTE


DUE
JUNE 9, 2021


 


THIS
CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of Deep Green Waste & Recycling, Inc., a Wyoming
corporation, (the “Borrower”), due June 9, 2021 (this note, the “Note” and, collectively with the
other notes of such series, the “Notes”).


 


FOR
VALUE RECEIVED, Borrower promises to pay to Bill Edmonds, or its registered assigns (the “ Holder”), with an address
at: 111 Muskhogean Rd in Fair Play, SC 29643, or shall have paid pursuant to the terms hereunder, the principal sum of One Hundred
Ten Thousand Dollars ($110,000.00.00) , plus accrued but unpaid interest thereon, on June 9, 2021 (the “Maturity Date”)
or such earlier date as this Note is required or permitted to be repaid or such later date if extended by the Holder as provided hereunder,
and to pay interest, if any, to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance
with the provisions hereof.


 


This
Note is subject to the following additional provisions:


 


Section
1. Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms not
otherwise defined herein shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following
meanings:


 


“Alternate
Consideration” shall have the meaning set forth in Section 5(a).


 


“Bankruptcy
Event” means any of the following events: (a) Borrower or any Subsidiary thereof commences a case or other proceeding under
any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar
law of any jurisdiction relating to Borrower or any Subsidiary thereof, (b) there is commenced against Borrower or any Subsidiary thereof
any such case or proceeding that is not dismissed within 60 days after commencement, (c) Borrower or any Subsidiary thereof is adjudicated
insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) Borrower or any Subsidiary
thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or
stayed within 60 calendar days after such appointment, (e) Borrower or any Subsidiary thereof makes a general assignment for the benefit
of creditors, (f) Borrower or any Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment
or restructuring of its debts or (g) Borrower or any Subsidiary thereof, by any act or failure to act, expressly indicates its consent
to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the
foregoing.


 




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“Beneficial
Ownership Limitation” shall have the meaning set forth in Section 4(d).


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of Washington are required by law or other governmental action to close.


 


“Buy-In”
shall have the meaning set forth in Section 4(c)(v).


 


“Change
of Control Transaction” means, other than by means of conversion or exercise of the Notes and the Securities issued together
with the Notes, the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity
or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal
or beneficial ownership of capital stock of Borrower, by contract or otherwise) of in excess of 50% of the voting securities of Borrower,
(b) Borrower merges into or consolidates with any other Person, or any Person merges into or consolidates with Borrower and, after giving
effect to such transaction, the stockholders of Borrower immediately prior to such transaction own less than 50% of the aggregate voting
power of Borrower or the successor entity of such transaction, (c) Borrower sells or transfers all or substantially all of its assets
to another Person and the stockholders of Borrower immediately prior to such transaction own less than 50% of the aggregate voting power
of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half
of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors
on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination
to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or
(e) the execution by Borrower of an agreement to which Borrower is a party or by which it is bound, providing for any of the events set
forth in clauses (a) through (d) above.


 


“Conversion”
shall have the meaning ascribed to such term in Section 4.


 


“Conversion
Date” shall have the meaning set forth in Section 4(a).


 


“Conversion
Price” shall have the meaning set forth in Section 4(b).


 


“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the terms
hereof.


 


“Event
of Default” shall have the meaning set forth in Section 7(a).


 


“Fundamental
Transaction” shall have the meaning set forth in Section 5(a).


 


“Mandatory
Default Amount” means 150% of the outstanding principal amount of this Note, plus, all other amounts, costs, expenses and liquidated
damages due in respect of this Note.


 




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“Washington
Courts” shall have the meaning set forth in Section 9(d).


 


“Note
Register” shall have the meaning set forth in Section 3(c).


 


“Notice
of Conversion” shall have the meaning set forth in Section 4(a).


 


“Original
Issue Date” means the date of the first issuance of the Notes, regardless of any transfers of any Note and regardless of the
number of instruments which may be issued to evidence such Notes.


 


“Other
Holder” means a holder, if any of one or more Other Notes (collectively, “Other Holders”).


 


“Other
Notes” means Notes, if any, nearly identical to this Note issued to other Holders if any pursuant to the Purchase Agreement.


 


“Purchase
Agreement” means the Securities Purchase Agreement, dated as of April 9, 2021 among Borrower and the original Holders, as amended,
modified or supplemented from time to time in accordance with its terms.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Share
Delivery Date” shall have the meaning set forth in Section 4(c)(ii).


 


“Successor
Entity” shall have the meaning set forth in Section 5(a).


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE MKT, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, the New York Stock Exchange,
the OTC Bulletin Board, OTCQB, OTC Pink or the OTCQX (or any successors to any of the foregoing).


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if any of the NASDAQ markets or exchanges is not a Trading Market,
the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if
the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported
on the OTCQX, OTCQB or OTC Pink Marketplace maintained by the OTC Markets Group, Inc. (or a similar organization or agency succeeding
to its functions of reporting prices), the volume weighted average price of the Common Stock on the first such facility (or a similar
organization or agency succeeding to its functions of reporting prices), or (d) in all other cases, the fair market value of a share
of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities
then outstanding and reasonably acceptable to Borrower, the fees and expenses of which shall be paid by Borrower.


 


“Warrants”
means the Warrants issued pursuant to the Purchase Agreement.


 




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Section
2. Interest and Repayment.


 


a)
Interest and Principal Payments. Holders shall be entitled to receive, and Borrower shall pay, simple interest on the outstanding
principal amount of this Note at the annual rate of eight percent (12%) (as subject to increase as set forth in this Note) from the Original
Issue Date through the Maturity Date. Principal and interest shall be due and payable on the Maturity Date.


 


b)
Payment Grace Period. Except as set forth herein, the Borrower shall not have any grace period to pay any monetary amounts due
under this Note.


 


c)
Conversion Privileges. The Conversion Rights set forth in Section 4 shall remain in full force and effect immediately from the
date hereof and until the Note is paid in full regardless of the occurrence of an Event of Default. This Note shall be payable in full
on the Maturity Date, unless previously converted into Common Stock in accordance with Section 4 hereof.


 


d)
Application of Payments. Interest on this Note shall be calculated on the basis of a 365 or 366-day year as the case may be and
the actual number of days elapsed. Payments made in connection with this Note shall be applied first to amounts due hereunder other than
principal and interest, thereafter to interest and finally to principal.


 


e)
Pari Passu. All payments made on this Note and the Other Notes and all actions taken by the Borrower with respect to this Note
and the Other Notes, including but not limited to Optional Redemption, shall be made and taken pari passu with respect to this
Note and the Other Notes. Notwithstanding anything to the contrary contained herein or in the Transaction Documents, it shall not be
considered non-pari passu for a Holder or Other Holder to elect to receive interest paid in shares of Common Stock or for the Borrower
to actually pay interest in shares of Common Stock to such electing Holder or Other Holder, nor for a Holder of a Note or Other Note
to accept a prepayment provided a prepayment offer was made to the Holder and holders of Other Notes on a pari passu basis.


 


f)
Manner and Place of Payment. Principal and interest on this Note and other payments in connection with this Note shall be payable
at the Holder’s offices as designated above in lawful money of the United States of America in immediately available funds without
set-off, deduction or counterclaim. Upon assignment of the interest of Holder in this Note, Borrower shall instead make its payment pursuant
to the assignee’s instructions upon receipt of written notice thereof. Except as set forth herein, this Note may not be prepaid
or mandatorily converted without the consent of the Holder.


 


Section
3. Registration of Transfers and Exchanges.


 


a)
Different Denominations. 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 payable for such registration of transfer or exchange.


 


b)
Investment Representations. This Note has been issued subject to certain investment representations of the original Holder set
forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal
and state securities laws and regulations.


 


c)
Reliance on Note Register. Prior to due presentment for transfer to Borrower of this Note, Borrower and any agent of Borrower
may treat the Person in whose name this Note is duly registered on the register maintained of Holders of the Notes and Other Notes (the
“Note Register”) as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes,
whether or not this Note is overdue, and neither Borrower nor any such agent shall be affected by notice to the contrary.


 




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Section
4. Conversion.


 


a)
Voluntary Conversion. At any time after the Closing Date, until this Note is no longer outstanding, this Note shall be convertible,
in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion
limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion,
the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal
amount of this Note and accrued interest, if any, to be converted at the election of the Holder and the date on which such conversion
shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion,
the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder,
the Holder shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note has been
so converted. Conversions of principal hereunder shall have the effect of lowering the outstanding principal amount of this Note in an
amount equal to the applicable conversion. The Holder and Borrower shall maintain records showing the principal amount(s) converted and
the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery
of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative
in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of
the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this
Note may be less than the amount stated on the face hereof.


 


b)
Conversion Price. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall
be 60% multiplied by the Market Price (as defined herein)(representing a discount rate of 40%), subject to adjustment as described herein
(“Conversion Price”). Market Price” means the lowest one (1) Trading Prices (as defined below) for the Common
Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. “Trading
Prices” means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB, or applicable
trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by
the Holder (i.e. www.Nasdaq.com) or, if the OTCQB is not the principal trading market for such security, on the principal securities
exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available
in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets.
If the Trading Prices cannot be calculated for such security on such date in the manner provided above, the Trading Prices shall be the
fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which
the calculation of the Trading Prices are required in order to determine the Conversion Price of such Notes. “Trading Day”
shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other
securities market on which the Common Stock is then being traded. Upon any Event of Default, including not having current financial information
publicly disclosed, the Conversion Price will be reduced to 50% multiplied by the Market Price (as defined herein)(representing a discount
rate of 50%).


 


c)
Mechanics of Conversion.


 


i.
Conversion Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion hereunder
shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted plus interest,
if any, elected by the Holder to be converted by (y) the Conversion Price. Upon every Conversion, the Company shall deliver an additional
$1,200 worth of shares (as calculated by the Conversion Price in effect on the Conversion Notice being honored) to cover the Holder’s
expenses and deposit fees associated with each Notice of Conversion.


 




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ii.
Delivery of Certificate Upon Conversion. Not later than five (5) Trading Days after each Conversion Date (the “Share
Delivery Date”), Borrower shall deliver, or cause to be delivered, to the Holder a certificate or certificates representing
the Conversion Shares which, on or after the earlier of (i) the six month anniversary of the Original Issue Date or (ii) the Effective
Date, shall be free of restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement)
representing the number of Conversion Shares being acquired upon the conversion of this Note. On or after the earlier of (i) the six-month
anniversary of the Original Issue Date or (ii) the Effective Date, Borrower shall in lieu of delivering physical certificates representing
the Conversion Shares, upon request of the Holder, so long as the certificates therefor do not bear a legend and the Holder is not obligated
to return such certificate for the placement of a legend thereon, the Borrower shall cause its transfer agent to electronically transmit
the Conversion Shares by crediting the account of Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal
At Custodian system, provided that the Borrower’s Common Stock is DTC eligible and the Borrower’s transfer agent participates
in the Deposit Withdrawal at Custodian system. Such delivery must be made on or before the Legend Removal Date.


 


iii.
Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered
to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to Borrower
at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event Borrower shall promptly
return to the Holder any original Note delivered to Borrower and the Holder shall promptly return to Borrower the Common Stock certificates
issued to such Holder pursuant to the rescinded Conversion Notice.


 


iv.
Obligation Absolute. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance
with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver
or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or
any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of
any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other
circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion
Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may
have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof,
Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged
in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or
enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit
of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond
shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable
to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable,
cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates
pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as
a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th)
Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates
are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare
an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified
herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief. 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.


 




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v.
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available to
the Holder, if Borrower fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant
to Section 4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market
transaction or otherwise), or the Holder or Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction
of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share
Delivery Date (a “Buy-In”), then Borrower shall (A) pay in cash to the Holder (in addition to any other remedies available
to or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price (including any brokerage commissions)
for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled
to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase
obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this
Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded)
or deliver to the Holder the number of shares of Common Stock that would have been issued if Borrower had timely complied with its delivery
requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover
a Buy-In with respect to an attempted conversion of this Note with respect to which the actual sale price of the Conversion Shares (including
any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding
sentence, Borrower shall be required to pay the Holder $1,000. The Holder shall provide Borrower written notice indicating the amounts
payable to the Holder in respect of the Buy-In and, upon request of Borrower, evidence of the amount of such loss. Nothing herein shall
limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief with respect to Borrower’s failure to timely deliver certificates representing
shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof.


 


vi.
Reservation of Shares Issuable Upon Conversion. Borrower covenants that it will at all times reserve and keep available out of
its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Note as herein provided,
free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of
the Notes), not less than three times such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions
set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion
of the then outstanding principal amount of this Note and interest which has accrued and would accrue on such principal amount, assuming
such principal amount was not converted through three years after the Original Issue Date. Borrower covenants that all shares of Common
Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.


 




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vii.
Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note.
As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, Borrower shall at its election,
either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price
or round up to the next whole share.


 


viii.
Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made
without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery
of such certificates, provided that, Borrower shall not be required to pay any tax that may be payable in respect of any transfer involved
in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted
and Borrower shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance
thereof shall have paid to Borrower the amount of such tax or shall have established to the satisfaction of Borrower that such tax has
been paid. Borrower shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.


 


d)
Holder’s Conversion Limitations. Borrower shall not effect any conversion of this Note, and a Holder shall not have the
right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice
of Conversion, the Holder (together with the Holder’s Affiliates, and any Persons acting as a group together with the Holder or
any of the Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For
purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include
the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but
shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount
of this Note beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted
portion of any other securities of Borrower subject to a limitation on conversion or exercise analogous to the limitation contained herein
(including, without limitation, any other Notes or the Warrants) beneficially owned by the Holder or any of its Affiliates. Except as
set forth in the preceding sentence, for purposes of this Section 4(d), beneficial ownership shall be calculated in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section
4(d) applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with
any Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission
of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to
other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case
subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to
Borrower each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this
paragraph and Borrower shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination
as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder. For purposes of this Section 4(d), in determining the number of outstanding shares of Common Stock,
the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) Borrower’s
most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by Borrower,
or (iii) a more recent written notice by Borrower or Borrower’s transfer agent setting forth the number of shares of Common Stock
outstanding. Upon the written or oral request of a Holder, Borrower shall within two Trading Days confirm orally and in writing to the
Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be
determined after giving effect to the conversion or exercise of securities of Borrower, including this Note, by the Holder or its Affiliates
since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”
shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common
Stock issuable upon conversion of this Note held by the Holder. The Holder may decrease the Beneficial Ownership Limitation at any time
and the Holder, upon not less than 61 days’ prior notice to Borrower, may increase the Beneficial Ownership Limitation provisions
of this Section 4(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common
Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the
Holder and the Beneficial Ownership Limitation provisions of this Section 4(d) shall continue to apply. Any such increase will not be
effective until the 61st day after such notice is delivered to Borrower. The Beneficial Ownership Limitation provisions of
this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d)
to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation
contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations
contained in this paragraph shall apply to a successor holder of this Note.


 




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Section
5. Certain Adjustments.


 


a)
Stock Dividends and Stock Splits. If Borrower, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which,
for avoidance of doubt, shall not include any shares of Common Stock issued by Borrower upon conversion of the Notes), (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding
shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock,
any shares of capital stock of Borrower, then the Fixed Conversion Price shall be multiplied by a fraction of which the numerator shall
be the number of shares of Common Stock (excluding any treasury shares of Borrower) 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.


 


b)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 5(a) above, if at any time Borrower grants, issues
or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders
of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon
the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held
the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on exercise
hereof, including without limitation, the Beneficial Ownership Limitation) 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 shares
of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the
Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation,
then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of
Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for
the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


c)
Pro Rata Distributions. During such time as this Note is outstanding, if Borrower shall declare or make any dividend whether or
not permitted, or makes any other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock,
by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property
or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a “Distribution”), at any time after the issuance of this Note, then, in each such case, the Holder shall be entitled
to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number
of shares of Common Stock acquirable upon complete exercise of this Note (without regard to any limitations on exercise hereof, including
without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution,
or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation
in such Distribution (provided, however, to the extent that the Holder’s right to participate in any such Distribution
would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such
Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent)
and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto
would not result in the Holder exceeding the Beneficial Ownership Limitation).


 




    	9



    	 



    

 


d)
Fundamental Transaction. If, at any time while this Note is outstanding, (i) Borrower, directly or indirectly, in one or more
related transactions effects any merger or consolidation of Borrower with or into another Person, (ii) Borrower, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in
one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by Borrower
or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for
other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) Borrower,
directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common
Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities,
cash or property, (v) Borrower, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement
or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares
of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making
or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”),
then, upon any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have
been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation
in Section 4(d) on the conversion of this Note), the number of shares of Common Stock of the successor or acquiring corporation or of
Borrower, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable
as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Note is convertible immediately
prior to such Fundamental Transaction (without regard to any limitation in Section 4(d) on the conversion of this Note). For purposes
of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction,
and Borrower shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value
of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash
or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any conversion of this Note following such Fundamental Transaction. Borrower shall cause any successor entity in a Fundamental
Transaction in which Borrower is not the survivor (the “Successor Entity”) to assume in writing all of the obligations
of Borrower under this Note and the other Transaction Documents (as defined in the Purchase Agreement) in accordance with the provisions
of this Section 5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder
(without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Note, deliver to the
Holder in exchange for this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and
substance to this Note which is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent
entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Note (without regard to any limitations
on the conversion of this Note) prior to such Fundamental Transaction, and with a conversion price which applies the conversion price
hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such
Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price
being for the purpose of protecting the economic value of this Note immediately prior to the consummation of such Fundamental Transaction),
and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the
Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions
of this Note and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity),
and may exercise every right and power of Borrower and shall assume all of the obligations of Borrower under this Note and the other
Transaction Documents with the same effect as if such Successor Entity had been named as Borrower herein.


 




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e)
Calculations. All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the
case may be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date
shall be the sum of the number of shares of Common Stock (excluding any treasury shares of Borrower) issued and outstanding.


 


f)
Notice to the Holder.


 


i.
Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, Borrower
shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement
of the facts requiring such adjustment.


 


ii.
Notice to Allow Conversion by Holder. If (A) Borrower shall declare a dividend (or any other distribution in whatever form) on
the Common Stock, (B) Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower
shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital
stock of any class or of any rights, (D) the approval of any stockholders of Borrower shall be required in connection with any reclassification
of the Common Stock, any consolidation or merger to which Borrower is a party, any sale or transfer of all or substantially all of the
assets of Borrower, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or
(E) Borrower shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrower, then, in
each case, Borrower shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall
cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days
prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken
for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which
the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined
or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective
or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares
of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer
or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect
the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes,
or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such
notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the
20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise
be expressly set forth herein.


 




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Section
6. Negative Covenants. As long as any principal amount of this Note remains outstanding, Borrower shall not, and shall not
permit any of the Subsidiaries to, directly or indirectly:


 


a)
enter into any transaction pursuant to Section 3(a)(10) of the Securities Act;


 


b)
amend its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially
and adversely affects any rights of the Holder, provided, however, that Borrower may amend its articles of incorporation to increase
the number of common shares authorized provided all such additional shares of common stock are reserved solely for issuance to the Holders,
or to create a class or series of preferred stock so long as the class or series has no conversion or dividend rights, or any liquidation
preference;


 


c)
repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common Stock
or Common Stock Equivalents other than as to the Conversion Shares or Warrant Shares as permitted or required under the Transaction Documents;


 


d)
declare or make any dividend or other distribution of its assets or rights to acquire its assets to holders of shares of Common Stock,
preferred stock, or any other equity security by way of return of capital or otherwise including, without limitation, any distribution
of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme
of arrangement or other similar transaction;


 


d)
enter into any transaction with any Affiliate of Borrower which would be required to be disclosed in any public filing with the Commission,
unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of
Borrower (even if less than a quorum otherwise required for board approval); or


 


e)
enter into any agreement with respect to any of the foregoing.


 


Section
7. Events of Default.


 


a)
“Event of Default” means, wherever used herein, any of the following events (whatever the reason for such event and
whether such event 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.
any default in the payment of (A) the principal or interest amount of this Note or (B) liquidated damages and other amounts owing to
a Holder on any Note, as and when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or by acceleration
or otherwise) which default, solely in the case of a default under clause (B) above, is not cured within 3 Trading Days after Borrower
has become or should have become aware of such default;


 




    	12



    	 



    

 


ii.
Borrower shall fail to observe or perform any other covenant or agreement contained in the Notes (other than a breach by Borrower of
its obligations to deliver shares of Common Stock to the Holder upon conversion, which breach is addressed in clause (ix) below) which
failure is not cured, if possible to cure, within the earlier to occur of (A) five (5) Trading Days after written notice of such failure
sent by the Holder or by any Other Holder to Borrower and (B) ten (10) Trading Days after Borrower has become or should have become aware
of such failure;


 


iii.
a default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument) shall
occur under (A) any of the Transaction Documents other than the Notes, including but not limited to failure to strictly comply with the
provisions of the Transaction Documents, or (B) any other material agreement, lease, document or instrument to which Borrower or any
Subsidiary is obligated (and not covered by clause (vi) below), which, in the case of subsection (B), would reasonably be expected to
have a Material Adverse Effect;


 


iv.
any representation or warranty made in this Note, any other Transaction Documents, any written statement pursuant hereto or thereto or
any other report, financial statement or certificate made or delivered to the Holder or any Other Holder shall be untrue or incorrect
in any material respect as of the date when made or deemed made;


 


v.
Borrower or any Subsidiary shall be subject to a Bankruptcy Event;


 


vi.
Borrower or any Subsidiary shall default on any of its obligations under any mortgage, credit agreement or other facility, indenture
agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any
indebtedness for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater
than $100,000, whether such indebtedness now exists or shall hereafter be created, and (b) results in such indebtedness becoming or being
declared due and payable prior to the date on which it would otherwise become due and payable;


 


vii.
Borrower shall be a party to any Change of Control Transaction or Fundamental Transaction;


 


viii.
Borrower shall fail for any reason to deliver certificates to a Holder prior to the fifth (5th) Trading Day after a Conversion
Date pursuant to Section 4(c) or Borrower shall provide at any time notice to the Holder, including by way of public announcement, of
Borrower’s intention to not honor requests for conversions of any Notes in accordance with the terms hereof;


 


ix.
any monetary judgment, writ or similar final process shall be entered or filed against Borrower, any subsidiary or any of their respective
property or other assets for more than $100,000, and such judgment, writ or similar final process shall remain unvacated, unbonded or
unstayed for a period of 90 calendar days;


 




    	13



    	 



    

 


x.
any dissolution, liquidation or winding up by Borrower or a material Subsidiary of a substantial portion of their business not assumed
by the Borrower or another Subsidiary;


 


xi.
cessation of material operations by Borrower or by a material Subsidiary if the operations are not assumed by the Borrower or another
Subsidiary;


 


xii.
an event resulting in the Common Stock no longer being listed or quoted on a Trading Market, or notification from a Trading Market that
the Borrower is not in compliance with the conditions for such continued quotation on at least one Trading Market and such non-compliance
continues for twenty (20) days following such notification;


 


xiii.
a Commission or judicial stop trade order or suspension from the Borrower’s Principal Trading Market;


 


xiv.
the Borrower effectuates a reverse split of its Common Stock without ten (10) days prior written notice to the Holder;


 


xv.
a failure by Borrower to notify Holder of any material event of which Borrower is obligated to notify Holder pursuant to the terms of
this Note or any other Transaction Document;


 


xvi.
a default by the Borrower of a material term, covenant, warranty or undertaking of any other agreement to which the Borrower and Holder
are parties, or the occurrence of an event of default under any such other agreement to which Borrower and Holder are parties which is
not cured after any required notice and/or cure period or waived;


 


xvii.
the occurrence of an Event of Default under any Other Note;


 


xviii.
any material provision of any Transaction Document shall at any time for any reason (other than pursuant to the express terms thereof)
cease to be valid and binding on or enforceable against the Borrower, or the validity or enforceability thereof shall be contested by
Borrower, or a proceeding shall be commenced by Borrower or any governmental authority having jurisdiction over Borrower or Holder, seeking
to establish the invalidity or unenforceability thereof, or Borrower shall deny in writing that it has any liability or obligation purported
to be created under any Transaction Document;


 


xix.
Borrower does not meet the current public information requirements under Rule 144; or


 


xx.
the Conversion Price falls below the par value of the common stock subject to cure as set forth above.


 


In
the event more than one grace, cure or notice period is applicable to an Event of Default, then the shortest grace, cure or notice period
shall be applicable thereto.


 




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b)
Remedies Upon Event of Default, Fundamental Transaction and Change of Control Transaction. If any Event of Default or a Fundamental
Transaction or a Change of Control Transaction occurs, the outstanding principal amount of this Note, liquidated damages and other amounts
owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable
in cash at the Mandatory Default Amount. Commencing on the Maturity Date and also five (5) days after the occurrence of any Event of
Default interest on this Note shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under
applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed
by Borrower. In connection with such acceleration described herein, the Holder need not provide, and Borrower hereby waives, any presentment,
demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and
all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded
and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such
time, if any, as the Holder receives full payment pursuant to this Section 7(b). No such rescission or annulment shall affect any subsequent
Event of Default or impair any right consequent thereon.


 


Section
8. Prepayment. The Borrower shall have the option to prepay this Note amy time after the Issue Date (“Cutoff Date”).
Prior to the Cutoff Date, the Borrower shall have the right, exercisable on not less five (5) Trading Days prior written notice to the
Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full by making a payment to the Holder of an amount
in cash equal to 100%, multiplied by 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 plus (y) Default Interest, if any. Any notice of prepayment hereunder (an “Optional
Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower
is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the
date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall
make payment of the applicable prepayment amount to or upon the order of the Holder as specified by the Holder in writing to the Borrower
at least one (1) business day prior to the Optional Prepayment Date. Prior to the Option Prepayment Date the Holder may convert all or
a portion of this Note in accordance with its terms.


 


Section
9. Investor Benefits.


 


In
order to offset any potential risk associated with this Convertible Note, Borrower hereby shall offer the following inducements that
are beneficial to the Holder:


 


	 	●	This
    Convertible Note shall be secured by all the assets of DG Research Inc (dba Amwaste) including but not limited to the all the trucks,
    containers, existing and future customers of the former Amwaste Inc accounting, operating systems, peripheral equipment, etc.
	 	 	 
	 	●	Borrower
    shall issue 2,000,000 shares of DGWR restricted common stock, the Borrower shall bear all costs associated with issuing the restricted
    shares, and the Borrower shall include these shares in a future registration statement.


 




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Section
10. Miscellaneous.


 


Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt
requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery,
telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written
notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated
below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following
such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on
the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: (i) if to Borrower, to: Deep Green
Waste & Recycling, Inc., 13110 NE 177th Place, Suite 293, Woodinville, WA 98072 Attn: President and CEO, email: ceo@deepgreenwaste.com,
and (ii) if to the Holder, to: the address, email address and fax number indicated on the front page of this Note.


 


a)
Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of Borrower,
which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Note at
the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of Borrower. This Note
ranks pari passu with all other Notes now or hereafter issued under the terms set forth herein.


 


b)
Lost or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, Borrower shall execute and deliver, in exchange
and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note,
a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss,
theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to Borrower.


 


c)
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed
by and construed and enforced in accordance with the internal laws of the State of Washington, without regard to the principles of conflict
of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions
contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers,
shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the County of King (the “Washington
Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Washington Courts for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect
to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction of such Washington Courts, or such Washington Courts are
improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any
right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent
permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the
transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Note, then the
prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and
expenses incurred in the investigation, preparation and prosecution of such action or proceeding. 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 Washington Civil Procedure Law and Rules 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.


 




    	16



    	 



    

 


d)
Waiver. Any waiver by Borrower or 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 Borrower or 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 on any other occasion.
Any waiver by Borrower or the Holder must be in writing.


 


e)
Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect,
and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and
circumstances.


 


f)
Usury. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing
usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under
applicable law. Borrower covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or
forgive Borrower from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted,
now or at any time hereafter in force, or which may affect the covenants or the performance of this Note, and Borrower (to the extent
it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to
any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution
of every such as though no such law has been enacted.


 


g)
Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day.


 


h)
Headings. The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed
to limit or affect any of the provisions hereof.


 


i)
Amendment. Unless otherwise provided for hereunder, this Note may not be modified or amended or the provisions hereof waived without
the written consent of Borrower and the Holder.


 


j)
Facsimile Signature. In the event that the Borrower’s signature is delivered by facsimile transmission, PDF, electronic
signature or other similar electronic means, such signature shall create a valid and binding obligation of the Borrower with the same
force and effect as if such signature page were an original thereof.


 


*********************


 


(Signature
Pages Follow)


 




    	17



    	 



    

 


IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by an authorized officer as of the Date written above.


 


	 	DEEP
    GREEN WASTE & RECYCLING, INC.
	 	 	 
	 	By:	 /s/Lloyd
    Spencer
	 	Name:	Lloyd
    Spencer
	 	Title:	Chief
    Executive Officer


 



    	18



    	 



    

 


ANNEX
A


 


NOTICE
OF CONVERSION


 


The
undersigned hereby elects to convert principal under the Convertible Note due June 9, 2021 of Deep Green Waste & Recycling, Inc.,
a Wyoming corporation (the “Company”), into shares of common stock (the “Common Stock”), of
Borrower according to the conditions hereof, 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 Borrower 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 Borrower that its ownership of the Common Stock
does not exceed the amounts specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the Exchange Act.


 


The
undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer
of the aforesaid shares of Common Stock.


 


Conversion
calculations:


 


Date
to Effect Conversion: ____________________________


 


Principal
Amount of Note to be Converted: $__________________


 


Additional
Interest to be Converted: $_______________


 


Number
of shares of Common Stock to be issued: ______________


 


Signature:
_________________________________________


 


Name:
____________________________________________


 


Address
for Delivery of Common Stock Certificates: __________


 


_____________________________________________________


 


_____________________________________________________


 


Or


 


DWAC
Instructions: _________________________________


 


Broker
No:_____________


 


Account
No: _______________


 




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