NEITHER
THE ISSUANCE AND 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 (WHICH COUNSEL SHALL BE SELECTED BY THE 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.


 


	$829,680.00	Issue
    Date: 30 September 2018 


 


CONSOLIDATED
NOTE


 


FOR
VALUE RECEIVED, LANDSTAR, 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 eighteen (18) month anniversary of the Issue Date (the “Maturity Date”),
the sum of Eight Hundred Twenty Nine Thousand Six Hundred Eighty Dollars ($829,680) as set forth herein, together with interest
on the unpaid principal balance hereof at the rate of eight percent (8%) per annum (the “Interest Rate”) from
the Issue Date until this Note, plus any and all 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 the Holder shall hereafter give to the 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 in that certain Securities Purchase Agreement originally entered into by and between Borrower
and Holder and dated 06 February 2018 (the “Purchase Agreement”). This Note is the “Consolidated Note”
attached as Exhibit 4.2. to the Debt Restructuring Agreement concurrently executed between Borrower and Holder (the “Restructuring
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 the Borrower and will not impose personal liability upon the holder thereof.


 




    	 	1	 



     


    

 


The
following terms shall apply to this Note:


 


ARTICLE
I. CONVERSION RIGHTS


 


1.1.
Conversion Right. The Holder shall have the right, in its sole and absolute discretion, and at any time following 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 the 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 the 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 the
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 the 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 the Holder and its affiliates of more than 4.99% of the shares of Common Stock outstanding
on such date (the “Maximum Percentage”). Beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The shares of Common Stock issuable
to Holder that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”.
Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Holder. From time-to-time, Holder may notify
Borrower in writing of the number of the Ownership Limitation Shares that may be issued to Holder without causing Holder to exceed
the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated
shares to Holder, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding any other provision
contained herein, by written notice to Borrower, Holder may increase, decrease or waive the Maximum Percentage as to itself but
any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable,
unconditional and non- waivable and shall apply to all affiliates and assigns of Holder. 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 the Borrower by the 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 the 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 the 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 the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.2(c) and 1.4(g) hereof.


 




    	 	2	 



     


    

 


1.2.
Conversion Price.


 


a)
Calculation of Conversion Price. For purposes hereof, the conversion price hereunder (the “Conversion Price”)
shall equal ninety percent (90%) of the lowest trade price of the Common Stock on the Principal Market during the twenty (20)
consecutive Trading Days immediately preceding the 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 sixty percent (60%) factor rather
than the 90% provided for above. If the Borrower’s Common Stock is not traded on the OTCBB, OTCQB, NASDAQ or NYSE, 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 the National Quotation Bureau,
Inc. 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 the Borrower and the Holder. If the 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
fifty percent (50%). In the event that the shares of the 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. Further, if on the
date of delivery of the Conversion Shares to the Holder, or any date thereafter while Conversion Shares are held by the Holder,
the closing bid price per share of Common Stock on the Principal Market on the Trading Day on which the Common Shares are traded
is less than the sale price per share of Common Stock on the Principal Market on the Trading Day used to calculate the Conversion
Price hereunder, then such Conversion Price shall be automatically reduced such that the Conversion Price shall be recalculated
using the new low closing bid price (“Adjusted Conversion Price”) and shall replace the Conversion Price above,
and Holder shall be issued a number of additional shares such that the aggregate number of shares Holder receives is based upon
the Adjusted Conversion Price. Additionally, the Borrower acknowledges 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, the Borrower agrees to accept an opinion of counsel to the Holder confirming the rights
of the 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 the Borrower’s expense and the conversion dollar amount will be reduced by $750.00 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 OTCQB, or on the
principal securities exchange or other securities market on which the Common Stock is then traded.


 


b)
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(b).


 


c)
Failure to Timely Deliver. Without in any way limiting the 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) the Borrower shall pay to the Holder $1,000.00 per day in cash, for each day
beyond the Deadline that the 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 the 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. The Borrower agrees that the
right to convert this Note is a valuable right to the 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.


 




    	 	3	 



     


    

 


1.3.
Authorized Shares; Reserved Amount. The Borrower covenants that the Borrower will at all times while this Note is outstanding
reverse from its authorized and unissued Common Stock a sufficient number of share, free from preemptive rights, to provide for
the issuance of Common Stock upon the full conversion or adjustment of this Note. The Borrower is required at all times to have
authorized and reserved from the Issue Date three (3) times the number of shares that is actually issuable upon full conversion
or adjustment of this Note (based on the Conversion Price of the Notes in effect from time to time) (the “Reserved Amount”).
The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition,
if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares
of Common Stock into which this Note shall be convertible at the then current Conversion Price, Borrower shall at the same time
make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved,
free from preemptive rights, for conversion of this Note in full. The Borrower (i) acknowledges that it has irrevocably instructed
its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its
issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions
of this Note. If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under
Section 3.2 of the Note.


 


1.4.
Method of Conversion.


 


a)
Mechanics of Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time
following the Issue Date by submitting to the 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, the Holder shall not be required to physically surrender this Note to the Borrower unless the
entire unpaid principal amount of this Note is so converted. The Holder and the 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 the Holder and
the 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 the 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, the 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 the Holder
a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request,
representing in the aggregate the remaining unpaid principal amount of this Note. 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 represented by this Note may be less than the amount stated on
the face hereof.


 




    	 	4	 



     


    

 


c)
Payment of Taxes. The 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 in a name other
than that of the Holder (or in street name), and the 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 the Holder or the custodian in whose street name such
shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount
of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.


 


d)
Delivery of Common Stock upon Conversion. Upon receipt by the Borrower from the 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 or upon an event triggering the calculation of an Adjusted Conversion Price, the Borrower shall issue and deliver
or cause to be issued and delivered to or upon the order of the 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 the Borrower of a duly and properly executed Notice of
Conversion or upon an event triggering the calculation of an Adjusted Conversion Price, the Holder shall be deemed to be the holder
of record of the Common Stock issuable upon such conversion or as a result of an Adjusted Conversion Price, 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 the 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 the Holder shall have given a Notice of Conversion as provided herein or upon an event
triggering the calculation of an Adjusted Conversion Price, the 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 the 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 the Borrower to the holder of record, or
any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation
to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the
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 the Borrower before 11:59 p.m., New York, New York time, on such date.


 


f)
Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock
issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast
Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions
contained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically
transmit the Common Stock issuable upon conversion or upon an event triggering the calculation of an Adjusted Conversion Price
to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission
(“DWAC”) system.


 




    	 	5	 



     


    

 


g)
Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the 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, the Borrower shall pay to the Holder $1,000.00 per day
in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock to the 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 the 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. The Borrower agrees that the right to convert and/or receive shares in the event of an adjustment is a valuable right to
the 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. The 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 as promulgated by the SEC (“Rule 144”), as such Rule may be
in effect from time to time. So long as the requested sale may be made pursuant to Rule 144 the Borrower agrees to accept an opinion
of counsel to the Holder which opinion will be issued at the 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 the 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 the Holder (whether
from the 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.


 


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) the 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 the 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 the Borrower shall issue to the Holder a new certificate therefore free of any transfer
legend if (i) the 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 the 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 the 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.


 




    	 	6	 



     


    

 


1.6.
Effect of Certain Events.


 


a)
Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially
all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which
more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of
the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i)
be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the
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 the Borrower shall be changed into the same or a different number
of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance
of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the
Borrower, then the 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 the 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 the 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. The 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, the 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.


 


c)
Adjustment Due to Distribution. If the 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 the 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 the 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 the 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.


 




    	 	7	 



     


    

 


d)
Purchase Rights. If, at any time when any part of the Note remains outstanding, the 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 the 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, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and prepare
and furnish to the Holder a certificate setting forth such adjustment or readjustment, showing in detail the facts upon which
such adjustment or readjustment is based. The Borrower shall, upon written request of the 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.


 


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.


 




    	 	8	 



     


    

 


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 day following the Maturity Date (the “Repayment Termination Date”),
Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Holder of this Note,
to repay the outstanding balance on this Note (principal and accrued interest), in full, in accordance with this Section. Any
notice of Repayment hereunder (an “Optional Repayment 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 repay the Note, and (2) the date
of repayment which shall be not more than ten (10) Trading Days from the date of the Optional Repayment Notice. On the date fixed
for repayment (the “Optional Repayment Date”), the Borrower shall make payment of the Optional Repayment Amount
(as defined below) 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 Repayment Date. If the Borrower exercises its right to repay the Note, the Borrower shall make payment
to the Holder of an amount in cash (the “Optional Repayment Amount”) equal to 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 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 the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Repayment Notice and
fails to pay the Optional Repayment Amount due to the Holder of the Note within two (2) business days following the Optional Repayment
Date, the Borrower shall forever forfeit its right to repay the Note pursuant to this Section. After the Repayment Termination
Date, the Borrower shall have no right to repay this Note.


 


ARTICLE
II. CERTAIN COVENANTS


 


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


 


2.2.
Restriction on Stock Repurchases. So long as any part of the Note remains unpaid, the Borrower shall not without the 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 shares of capital stock of the Borrower or any warrants, rights or
options to purchase or acquire any such shares.


 


2.3.
Borrowings; Liens. So long as any part of the Note remains unpaid, the 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 the 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 (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 date hereof.


 


2.4.
Sale of Assets. So long as any part of the Note remains unpaid, the Borrower shall not, without the Holder’s written
consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any
consent to the disposition of any 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, the Borrower shall not, without the 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 the Borrower, except loans, credits, or advances
in existence or committed on the date hereof and which the Borrower has informed Holder in writing prior to the date hereof.


 




    	 	9	 



     


    

 






2.6.
Charter. So long as any part of this Note remains unpaid, the Borrower shall not 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.


 


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


 


2.8.
Unconditional Obligation; No Offset. The Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable
obligation of the Borrower not subject to offset, deduction or counterclaim of any kind. The Borrower hereby waives any rights
of offset it now has or may have hereafter against the 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. The Borrower fails to pay the principal hereof or interest thereon when due on this
Note, whether at maturity, upon acceleration or otherwise.


 


3.2.
Conversion and the Shares. The Borrower fails to issue shares of Common Stock to the 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 the
Holder of the conversion rights of the 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 the Holder
upon conversion of or otherwise pursuant to this Note as and when required by this Note, the 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 the 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 the 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 the Holder shall have delivered a
Notice of Conversion. It is an obligation of the 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
the 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.


 




    	 	10	 



     


    

 


3.3.
Breach of Covenants. The 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 Restructuring Agreement and such breach continues for a period
of seven (7) days after written notice thereof to the Borrower from the Holder.


 


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


 


3.5.
Receiver or Trustee. The Borrower or any subsidiary of the 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 the Borrower or any subsidiary
of the 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 the 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 the Borrower or any subsidiary
of the Borrower.


 


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


 


3.9.
Failure to Comply with the Exchange Act. At such time as the Borrower is subject to the Exchange Act, at any time thereafter
it shall fail to comply in any material respect with the reporting requirements of the Exchange Act; and/or the 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 the Borrower’s ability to continue as
a “going concern” shall not be an admission that the 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).


 







    	 	11	 



     


    

 


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


 


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


 


3.15.
Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails
to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form
as initially delivered pursuant to the Restructuring Agreement (including but not limited to the provision to irrevocably reserve
shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.


 


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 the 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 the Holder, be considered a default under
this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights
and remedies of the 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) the
Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the 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 the Holder.


 


3.17.
SEC Filings. Borrower fails to remain current in its filings with the SEC once it becomes a mandatory filer 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. The Borrower or its officers, directors, and/or affiliates attempt to transmit, convey, disclose, or
any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public
information concerning the Borrower, to the 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.


 


3.19
Bid Price. The 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. The 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. After becoming DWAC eligible, the Borrower fails to remain DWAC eligible.


 




    	 	12	 



     


    

 


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 the Borrower shall pay to the 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 the Borrower by the 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 the Borrower shall pay to the 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 the 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 the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.


 


If
the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable,
then the Holder shall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that
there are sufficient authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default
Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then
in effect. The 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.


 


ARTICLE
IV. MISCELLANEOUS


 


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


 




    	 	13	 



     


    

 


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 7.14 of the Restructuring
Agreement.


 


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


 


4.4.
Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit
of the Holder and its successors and assigns. The Borrower may not assign this Note without the prior written consent of the 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 the Holder without the consent of the Borrower.


 


4.5.
Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the 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 the 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 with 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 the Holder from bringing suit or taking other legal action against the Borrower in any
other jurisdiction to collect on the 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 the 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.


 




    	 	14	 



     


    

 


4.7.
Certain Amounts. Whenever pursuant to this Note the 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, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on
this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty
and is intended to compensate the 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. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate
to the possible loss to the 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 the Borrower of any notice in accordance with the terms of this Note, unless the
Borrower has in good faith determined that the matters relating to such notice do not constitute material, non-public information
relating to the Borrower, the 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. In
the event that the Borrower believes that a notice contains material, non-public information relating to the Borrower, the Borrower
so shall indicate to the Holder contemporaneously with delivery of such notice, and in the absence of any such indication, the
Holder shall be allowed to presume that all matters relating to such notice do not constitute material, non-public information
relating to the Borrower.


 


4.9.
Notice of Corporate Events. Except as otherwise provided below, the 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. The Borrower shall provide the Holder
with prior notification of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information
sent to shareholders). In the event of any taking by the 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 the Borrower or
any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the 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. The Borrower shall make a public announcement of any event requiring notification to the
Holder hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this Section
4.9.


 


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


 










4.11
Voluntary Agreement. The Borrower has carefully read this Note and has asked any questions needed for the Borrower to understand
the terms, consequences and binding effect of this Note and fully understand them. The Borrower has had the opportunity to seek
the advice of an attorney of the 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 the 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 the Borrower and the 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)


 




    	15



     


    

 


IN
WITNESS WHEREOF, the 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.


 


LANDSTAR,
INC.,


a
Nevada corporation


 


	BY:
    	       	 
	 	 	 
	NAME:
    	       	 
	 	 	 
	TITLE:
    	        	 
	 	 	 
	DATED:
    	        	 


 


ACKNOWLEDGED,
ACCEPTED, AND AGREED:


 


BLUE
CITI LLC,


a
New York limited liability company


 


	BY:
    	/s/
    Robert Malin	 
	 	 	 
	NAME:	Robert
    Malin 	 
	 	 	 
	TITLE:	Manager	 
	 	 	 
	DATED:	09.30.2018	 


 




    	16



     


    

 


EXHIBIT
A


NOTICE
OF CONVERSION


 


The
undersigned hereby elects to convert principal under the Convertible Note of LANDSTAR, INC., a Nevada corporation (the
Company”), issued on 30 September 2018 in the original principal amount of $829,680.00 (the “Note”),
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:	   	 


 


	NAME:	   	 



 


	Authorized
    Signature: 	   	 


 


	 	Name:	   	 
	 	 	 	 
	 	Title:	    	 


 


	Address
    for Delivery of Certificates: 	    	 
	 	 	 
	 	    	 
	 	 	 
	 	    	 


 


OR


 


	DWAC
    Instructions:	Broker
    #: 	 	    	 
	 	 	 	 	 
	 	Account
    #: 	 	    	 


 


OR


 


Other
Instructions:


 








    	17