Exhibit
4.7


 





NEITHER
THIS SECURITY OR 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, NONE OF THEM MAY 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 THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON
CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


10%
SECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTE


DUE
JANUARY 28, 2022


 


	Original
    Issue Date: January 28, 2021	Principal
    Amount: $
	Conversion
    Price; set forth in Section 4(b)	Purchase
    Price: $


 


This
Secured Subordinated Convertible Promissory Note is a duly authorized and validly issued 10% Secured Subordinated Convertible Promissory
Note of Unique Logistics International, Inc., a Nevada corporation (the “Company”),
designated as its 10% Secured Subordinated Convertible Promissory Note due January 28, 2022 (this “Note”), issued
and sold by the Company pursuant to the Securities Purchase Agreement, dated as of January 28, 2021, between the Company and, among others,
_________ (together with its successors and registered assigns, the “Holder”), a company organized and existing under
the laws of the State of Delaware (the “Purchase Agreement”).


 


FOR
VALUE RECEIVED, the Company promises to pay to the order of the Holder the principal amount of $ on January 28, 2022 (the “Maturity
Date”) in full in cash or on such earlier date as this Note is required or permitted to be repaid as provided hereunder, in
each case together with all accrued but unpaid interest thereon, and otherwise to pay interest to the Holder on the aggregate unconverted
and then outstanding principal amount of this Note and other amounts owing under any Transaction Document in accordance with the provisions
hereof. Amounts repaid may not be reborrowed.


 


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 or the Purchase Agreement, the following terms shall have
the following meanings:


 


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


 


“Base
Share Price” shall have the meaning set forth in Section 5(c).


 


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


 


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


 


“Capital
Lease” means, as applied to any Person, any lease of, or other arrangement conveying the right to use, any property (whether
real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on
the balance sheet of that Person.


 




    	 



     


    

 


“Capital
Stock” means any share, participation or other equivalent (however designated) of the capital stock of a corporation, any equivalent
ownership interest in any other Person, including partnership interests and membership interests, and any warrant, right or option to
purchase or other arrangement (including through a conversion or exchange of any other property) to acquire or subscribe for any item
otherwise satisfying the definition of “Capital Stock,” whether or not presently convertible, exchangeable or exercisable.


 


“Closing
Sale Price” means, for any security as of any date, the last closing trade price for such security on the Principal Market,
as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing
trade price, then the last trade price of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Principal
Market is not the principal securities exchange or trading market for such security, the last closing trade price of such security on
the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing
do not apply, the last closing trade price of such security in the over-the-counter market on the electronic bulletin board for such
security as reported by Bloomberg, or, if no closing trade price is reported for such security by Bloomberg, the average of the ask prices
of any market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC).
If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price
of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations
shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions
during such period.


 


“Common
Stock” means the Common Stock of the Company, par value $0.001
per share, and any Capital Stock into which such shares of Common Stock shall have been
changed or any share capital resulting from a reclassification of such Common Stock.


 


“Company
Party” means the Company and any of its Subsidiaries, as applicable.


 


“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
Schedule” means the Conversion Schedule in the form of Schedule 1.


 


“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the terms
hereof, including shares of Common Stock issued upon conversion, redemption or amortization of this Note, and shares of Common Stock
issued and issuable in lieu of the cash payment of interest on this Note in accordance with the terms of this Note.


 


“Derivative”
means (a) any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement
or other similar agreement or arrangement, (b) any foreign exchange contract, currency swap agreement, futures contract, option contract,
synthetic cap or other similar agreement or arrangement, (d) any futures or forward contract, spot transaction, commodity swap, purchase
or option agreement, other commodity price hedging arrangement, cap, floor or collar transaction, any credit default or total return
swap, and (e) any other derivative instrument, any other similar speculative transaction and any other similar agreement or arrangement
designed to alter the risks of any Person arising from fluctuations in any underlying variable, including interest rates, currency values,
insurance, catastrophic losses, climatic or geological conditions or the price or value of any other derivative instrument. For the purposes
of this definition, “derivative instrument” means “any derivative instrument” as defined in Statement of Financial
Accounting Standards No. 133 (Accounting for Derivative Instruments and Hedging Activities) of the United States Financial Accounting
Standards Board, and any defined with a term similar effect in any successor statement or any supplement to, or replacement of, any such
statement.


 


“Dilutive
Issuance” shall have the meaning set forth in Section 5(c).


 


“Dilutive
Issuance Notice” shall have the meaning set forth in Section 5(c).


 




    	 



     


    

 


“DTC”
means the Depository Trust Company.


 


“DTC/FAST
Program” means the DTC’s Fast Automated Securities Transfer Program.


 


“DWAC
Eligible” means that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational Arrangements,
including transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation) by the DTC’s underwriting
department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Conversion Shares are otherwise eligible
for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting or limiting delivery of the Conversion Shares via
DWAC.


 


“Equity
Conditions” means, during the period in question, (a) the Company has timely filed (or obtained extensions in respect thereof
and filed within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange
Act or if the Company is not subject to Section 15(d) of the Act, the alternative reporting rules under which it is subject and the Company
has met the current public information requirements of Rule 144(c) under the Securities Act as of the end of the period in question,
(b) [reserved], (c) the Common Stock must be DWAC Eligible and not subject to a “DTC chill,” (d) on any date that the Company
desires to make a payment of interest and/or principal in shares of Common Stock instead of cash, the Common Stock has closed at or above
$0.001 per share on the Trading Market with respect to the Trading Day immediately prior to any date on which interest or principal is
to be paid, (e) unless otherwise waived, the Required Minimum Reserve is current and not deficient in accordance with this Note and the
Transaction Documents, and (f) this Note and/or the Conversion Shares are registered under the Securities Act pursuant to an effective
registration statement under the Registration Rights Agreement.


 


“Equity
Line of Credit” shall have the meaning set forth in Section 5(h).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exempt
Issuance” means the issuance of (a) shares
of Common Stock or options to employees, officers, directors, advisors or independent contractors of the Company; provided, that
such issuance is approved by a majority of the board of directors of the Company; and provided, further that such issuance
shall not exceed in the aggregate fifteen percent 15% of the outstanding shares of Common Stock without the prior approval of the Purchasers,
(b) shares of Common Stock, warrants or options to advisors or independent contractors of the Company for compensatory purposes, (c)
Securities issued upon the exercise or exchange of or conversion of any Notes issued pursuant to the Purchase Agreement, and/or other
securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date hereof; provided,
that such Securities have not been amended since the date hereof to increase the number of such securities or to decrease the exercise
price, exchange price or conversion price of such securities, (d) securities issuable pursuant to any contractual anti-dilution obligations
of the Company in effect as of the date hereof; provided, that such obligations have not been materially amended since the date
of hereof, and (e) securities issued pursuant to acquisitions or any other strategic transactions approved by a majority of the disinterested
members of the Board of Directors provided, that any such issuance shall not include a transaction in which the Company is issuing
securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.


 


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


 




    	 



     


    

 


“Fundamental
Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise,
in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation)
another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or
assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more
Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its shares
of Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted
by the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common Stock
calculated as if any shares of Common Stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities
making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of Common Stock such that
all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange
offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the Exchange Act) of at least 50% of the outstanding
shares of Common Stock, or (iv) consummate a stock or share purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities,
individually or in the aggregate, acquire, either (x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the
outstanding shares of Common Stock calculated as if any shares of Common Stock held by all the Subject Entities making or party to, or
Affiliated with any Subject Entity making or party to, such stock purchase agreement or other business combination were not outstanding;
or (z) such number of shares of Common Stock such that the Subject Entities become collectively the beneficial owners (as defined in
Rule 13d-3 under the Exchange Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify
its shares of Common Stock, (B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise,
in one or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, whether through acquisition,
purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation,
business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification
or otherwise in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding
shares of Common Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding shares of Common
Stock not held by all such Subject Entities as of the date of this Warrant calculated as if any shares of Common Stock held by all such
Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding
shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short
form merger or other transaction requiring other shareholders of the Company to surrender their shares of Common Stock without approval
of the shareholders of the Company, (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more
related transactions, the issuance of or the entering into any other instrument or transaction structured in a manner to circumvent,
or that circumvents, the intent of this definition in which case this definition shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this definition to the extent necessary to correct this definition or any portion of this
definition which may be defective or inconsistent with the intended treatment of such instrument or transaction, (D) during any period
of twelve consecutive calendar months, individuals who at the beginning of such period constituted the board of directors of the Company
(together with any new directors whose election by the board of directors of the Company or whose nomination for election by the stockholders
of the Company was approved by a vote of a majority of the directors then still in office who either were directors at the beginning
of such period or whose elections or nomination for election was previously so approved) cease for any reason other than death or disability
to constitute a majority of the directors then in office, or (E) a Fundamental Transaction has been announced but has not yet closed.


 


“Late
Fees” shall have the meaning set forth in Section 2(d).


 


“Mandatory
Default Amount” means, at any time, the sum of (a) one hundred thirty-five percent (135%) of the sum of the outstanding principal
amount of this Note at such time and all accrued interest hereon unpaid at such time and (b) all other amounts, costs, fees (including
Late Fees), expenses, indemnification and liquidated and other damages and other amounts due to the Holder or any other Purchaser Party
in respect of this Note or any other Transaction Document.


 


“Mandatory
Prepayment Amount” means, at any time with respect to any principal amount, the sum of (a) such outstanding principal amount
at such time and all accrued interest hereon unpaid at such time, and (b) all other amounts, costs, fees (including Late Fees), expenses,
indemnification and liquidated and other damages and other amounts due to the Holder or any other Purchaser Party in respect of this
Note or any other Transaction Document.


 




    	 



     


    

 


“Note
Register” shall have the meaning set forth in Section 2(f).


 


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


 


“Obligations”
means all amounts, indebtedness, obligations, liabilities, covenants and duties of every type and description owing by any Company Party
from time to time to the Holder or its Purchaser Parties under this Note or any other Transaction Document, whether direct or indirect,
joint or several, absolute or contingent, due or to become due, liquidated or unliquidated, secured or unsecured, now existing or hereafter
arising and however acquired (regardless of whether acquired by assignment), whether or not evidenced by any note or other instrument
or for the payment of money, including, without duplication, (i) the principal amount of the Note owing by the Company or any other Company
Party, (ii) all other amounts, fees (including all Late Fees), interest (including any increase upon an Event of Default), liquidated
damages, commissions, charges, costs, expenses, attorneys’ fees and disbursements, indemnities (including Losses and other amounts
for which any Company Party is required to indemnify the Holder or any of its Purchaser Parties under the Purchase Agreement), reimbursement
of amounts paid and other sums chargeable to any Company Party under any Transaction Document or otherwise arising under any Transaction
Document and (iii) all interest on any item otherwise qualifying as “Obligation” hereunder, whether or not accruing after
the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or similar proceeding, whether or not
a claim for post-filing or post-petition interest is allowed in such proceeding.


 


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


 


“Permitted
Debt” means all of the following: (i) Indebtedness owing to the Company under any Transaction Document; (ii) unsecured intercompany
Indebtedness between the Company and its Subsidiaries in the ordinary course of business; (iii) unsecured Indebtedness of the Company
or any of its Subsidiaries to trade creditors (including overdue amounts on invoices) incurred on customary terms in the ordinary course
of business; (iv) existing Indebtedness existing on the Closing Date and disclosed on the Disclosure Schedule; (v) Indebtedness which
is assumed for purposes of repaying or satisfying Corefund; (vi) Indebtedness of the Company or any Subsidiary under Capital Leases for
equipment or Indebtedness of the Company or any Subsidiary secured by a Purchase Money Lien, which Indebtedness shall not at any time
exceed $50,000 in the aggregate for the Company and its Subsidiaries; (vii) Indebtedness of the Company or any of its Subsidiaries under
leases for facilities that are treated as Capital Leases under GAAP; (viii) Indebtedness in an aggregate principal amount of not greater
than $500,000 following the date hereof; and (ix) any other Indebtedness incurred with the prior written consent of the Holder.


 


“Permitted
Liens” means all of the following:


 


(i)Liens
securing the payment of taxes, assessments or other charges or levies imposed by any Governmental Authority which are either not yet
overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and with respect to
which adequate reserves have been set aside on its books;


 


(ii)
non-consensual statutory Liens (other than Liens securing the payment of taxes) arising in the ordinary course of business to the extent
(A) such Liens secure Indebtedness that is not overdue for a period of more than 30 days or (B) such Liens secure Indebtedness relating
to claims or liabilities that are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or
being contested in good faith by appropriate proceedings diligently pursued, in each case prior to the commencement of foreclosure or
other similar proceedings and with respect to which adequate reserves have been set aside on its books;


 


(iii)zoning,
building and land use restrictions, easements, servitudes, encumbrances, licenses, covenants and other restrictions affecting the use
of real property or minor defects or irregularities in title thereto that do not interfere in any material respect with the use of such
real property or the ordinary conduct of the business of the Company and its Subsidiaries as presently conducted thereon or materially
impair the value of the real property that may be subject thereto;


 




    	 



     


    

 


(iv)pledges
and deposits of cash in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other
types of social security benefits consistent with current practices as in effect on the date hereof;


 


(v)undetermined
or inchoate Liens and charges arising or potentially arising under statutory provisions which have not at the time been filed or registered
in accordance with applicable Law or of which written notice has not been duly given in accordance with applicable Regulation or which
although filed or registered, relate to obligations not due or delinquent, including without limitation statutory Liens incurred, or
pledges or deposits made, under worker’s compensation, employment insurance and other social security legislation;


 


(vi)Liens
or deposits to secure the performance of bids, tenders, expropriation proceedings, trade contracts, leases, statutory obligations, surety
and performance bonds and other obligations of a like nature (other than for borrowed money), and deposits to secure equipment contracts,
in each case incurred in the ordinary course of business;


 


(vii)appeal
bonds;


 


(viii)landlord
Liens for rent not yet due and payable;


 


(ix)Liens
arising from operating leases and the precautionary UCC financing statement filings in respect thereof;


 


(x)judgments
and other similar Liens arising in connection with court proceedings that do not constitute an Event of Default ; provided, that,
(A) such Liens are being contested in good faith and by appropriate proceedings diligently pursued, (B) adequate reserves or other appropriate
provision, if any, as are required by GAAP have been made therefor and (C) a stay of enforcement of any such Liens is in effect;


 


(xiii)customary
rights of set-off or combination of accounts in favor of a financial institution with respect to deposits maintained by it;


 


(xiv)
Liens which have been set forth in the Disclosure Certificate referenced in the Security Agreement or Disclosure Schedule referenced
in the Purchase Agreement; and Liens disclosed in writing to the Holder owing to Corefund Capital, LLC (together with its successors
and assigns, the “Senior Lender”) or any of its affiliates, successors or assignees.


 


“Principal
Market” means the OTC Markets Group Inc. PINK.


 


“Purchase
Money Lien” means any Lien securing Indebtedness (i) upon or in any equipment acquired or held by the Company or any of its
Subsidiaries to secure the purchase price of such equipment or indebtedness incurred solely for the purpose of financing the acquisition
or lease of such equipment or (ii) existing on such equipment at the time of its acquisition, in each case provided, that the
Lien is confined solely to the property so acquired and improvements thereon, and the proceeds of such equipment.


 


“Required
Minimum Reserve” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable
in the future pursuant to this Note, including any Conversion Shares issuable upon conversion in full of this Note, ignoring any conversion
limits set forth therein, which shall initially be: 572,916,437 shares (subject to proportionate adjustment for any reverse stock split
or similar reclassification of the Common Stock).


 




    	 



     


    

 


“Securities”
means any Capital Stock, voting trust certificates, certificates of interest or participation in any profit sharing Contractual Obligation
or arrangement, loans, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated
or otherwise, any other item commonly known as “security,” any other item treated as “security” under the Securities
Act, the Investment Company Act of 1940, the Investment Advisers Act of 1940 or any other Regulation of the United States, any State,
province or any political subdivision of either of them and any certificate of interest, share or participation in temporary or interim
certificates for the purchase or acquisition of, or any option, warrant, right to subscribe to, purchase or acquire, or any Derivative
valued by reference to, any item otherwise qualifying as Security hereunder.


 


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


 


“Subject
Entity” means any Person, Persons or or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange
Act)or any Affiliate or associate of any such Person, Persons or “group”.


 


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


 


“Variable
Priced Equity Linked Instruments” shall have the meaning set forth in Section 5(h).


 


“Variable
Rate Transaction” shall have the meaning set forth in Section 5(h).


 


SECTION
2 REPAYMENT


 


a)Amortization
of Principal. Except as expressly set forth in this Note, there is no requirement to amortize or otherwise repay the principal amount
of this Note prior to the Maturity Date.


 


b)Voluntary
Prepayments. [Reserved].


 


c)Interest.
The Company shall pay interest on a quarter annual basis in arrears in cash to the Holder commencing on January 1, 2021 and continuing
thereafter on each quarter annual anniversary of such date until the Obligations have been satisfied in full, on the aggregate then outstanding
principal amount of this Note at the rate of ten percent (10%) per annum from the date such Note is issued (or in the case of any other
Obligation, from the date such obligation becomes due and payable) until all such principal amounts and other Obligations are paid in
full in cash, in immediately available Dollars, or, at the option of the Holder, upon three (3) Business Days’ notice to the Company,
in shares of freely tradeable Common Stock, in such an amount which equals the amount of interest to be paid divided by the average Closing
Sale Price over the twenty (20) Trading Day period immediately preceding the notice provided by the Holder to the Company. Any interest
payments hereunder payable in cash, will be paid in immediately available Dollars. Accrued and unpaid interest shall be due and payable
on each Conversion Date, prepayment date, and on the Maturity Date, or as otherwise set forth herein. Upon an Event of Default, the interest
rate set forth hereunder shall increase as provided in Section 7(b) of this Note.


 


d)Late
Fee. The Company shall pay a late fee (the “Late Fees”) on any amount required to be paid under any Transaction
Document and not paid within three Business Days of when due, at a rate equal to the lesser of an additional three percent (3%) of such
amount required to be paid at such time or the maximum rate permitted by applicable law which shall be due and owing daily from the date
such amount is due hereunder through the date of actual payment in full of such amount in cash or Common Stock, as determined by the
Holder. These Late Fees are to cover the extra internal expenses and inconvenience involved in handling delinquent payments and is not
to be construed to cover or be applied against any indemnity or any out-of-pocket fees, costs or expenses incurred in any action to collect
any Obligation or to foreclose any Lien securing the same. This provision shall not affect or limit the holder’s rights or remedies
with respect to any Event of Default.


 




    	 



     


    

 


e)Interest
and Fee Calculations and Payment Provisions. All payments made under any Transaction Document, except as otherwise expressly provided
in such Transaction Document, shall be made in cash, in immediately available Dollars without set off or counterclaim. Interest and fees
shall be calculated on the basis of a 360-day year, consisting of twelve (12) thirty (30) calendar day periods, for the actual number
of days (including the first day but excluding the last day) occurring in the applicable period and shall accrue daily. Interest hereunder
will be paid to the initial Holder or, if the Company has received notice of any transfer thereof signed by the initial Holder or any
successive Holders, to the Person in whose name this Note is registered on the records of the Company regarding registration and transfers
of this Note (the “Note Register”). No prepayment may be made hereunder without the notice required hereunder or without
payment of the Mandatory Prepayment Amount. The Holder shall have the option to refuse or accept, in its sole discretion, any attempted
prepayment made without the notice required hereunder. or any attempted prepayment that does not appear to include the full Mandatory
Prepayment Amount when required. In addition, regardless of the intended characterization of the Company of any payment, the Holder shall
have the option, in its sole discretion, to recharacterize or apply any portion of such prepayment, including recharacterizing a payment
as a smaller prepayment of principal together with payment of the remainder of the Mandatory Prepayment Amount to account for a payment
of the Mandatory Prepayment Amount. The Holder may apply any payment made under any Transaction Document to any outstanding Obligation,
in its sole discretion. The Company hereby irrevocably waives the right to direct the application of any payment in respect to any amount
due under the Transaction Documents. Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the
due date for such payment shall be extended to the next succeeding Business Day, and such extension of time shall in such case be included
in the computation of payment of interest or fees, as the case may be. Each determination by the Holder of an amount of interest or fee
due hereunder shall be conclusive and binding for all purposes, absent manifest error.






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 and may be transferred
or exchanged only in compliance with applicable federal and state securities Regulations.


 


c)Reliance
on Note Register. The initial Holder is listed herein. Prior to due presentment for transfer to the Company of this Note, the Company
and any agent of the Company may treat the Person in whose name this Note is duly registered, upon receipt of appropriate signed notice
from the Person previously listed on the Note Register as owner hereof, on 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 the Company nor any such agent
shall be affected by notice to the contrary.


 




    	 



     


    

 


SECTION
4 CONVERSION


 


a)Voluntary
Conversion. At any time after the Original Issue 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)). The Holder shall effect conversions by delivering to the Company 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 to be converted 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. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type
of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be
required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid
interest thereon, has been so converted. Conversions 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 the Company shall maintain a Conversion Schedule, containing
at a minimum the information shown on Schedule 1, and showing historically, among other things, the principal amounts converted
and the date of such conversions. The Company 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. On the date of receipt of a Notice of Conversion, the Company shall transmit by facsimile or electronic
mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then be resold pursuant to Rule
144 or an effective and available registration statement, in the form attached hereto as Annex B, of receipt of such Notice of
Conversion to the Holder and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process
such Notice of Conversion in accordance with the terms herein.


 


b)Conversion
Price.


 


The
conversion price in effect on any Conversion Date shall be equal to $0.0032 (the “Conversion Price”).


 


Nothing
herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 7 and the Holder
shall have the right to pursue all remedies available to it hereunder, at law or in equity including 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.


 


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 and any accrued and
unpaid interest to be converted by (y) the Conversion Price.


 


ii.Delivery
of Certificate Upon Conversion. Not later than two (2) Trading Days after each Conversion Date (the “Share Delivery Date”),
the Company shall deliver, or cause to be delivered, to the Holder a certificate or certificates representing the Conversion Shares which,
on or after the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information
and the Company has received an opinion of counsel (as required pursuant to Section 4.1(c) of the Securities Purchase Agreement) to such
effect, which such opinion must be acceptable to the Holder in its sole and absolute discretion (which opinion the Company’s counsel
or at the Holder option,the Holder shall be responsible for obtaining at the Company’s sole cost and expense) shall be free of
restrictive legends and trading restrictions, representing the number of Conversion Shares being acquired upon the conversion of this
Note. All certificate or certificates required to be delivered by the Company under this Section 4(c) shall be delivered electronically
through DTC or another established clearing corporation performing similar functions. If the Conversion Date is prior to the date on
which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information, or there is no registration
statement in effect covering the Conversion Shares, the Conversion Shares shall bear a restrictive legend in the following form, as appropriate:


 


“THE
ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT 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.”


 


Notwithstanding
the foregoing, commencing on such date that the Conversion Shares are eligible for sale under Rule 144 subject to current public
information requirements, the Company, upon request and at the sole cost and expense of the Company, shall obtain a legal opinion that
is acceptable to the Holder in its sole and absolute discretion, to allow for such sales under Rule 144.


 


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 the Company
at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall
promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common
Stock certificates issued to such Holder pursuant to the rescinded Notice of Conversion.


 


iv.Obligation
Absolute; Partial Liquidated Damages. The Company’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 the Company or any violation or alleged violation
of Regulations by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation
of the Company to the Holder in connection with the issuance of such Conversion Shares; provided, that such delivery shall not
operate as a waiver by the Company of any such action the Company may have against the Holder. In the event the Holder of this Note shall
elect to convert any or all of the outstanding principal or interest amount hereof, the Company 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 Regulation, Contractual
Obligation 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. If the injunction is not granted, the Company shall promptly comply with all conversion
obligations herein. If the injunction is obtained, the Company must post a surety bond for the benefit of the Holder in the amount of
one hundred fifty percent (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 seeking such injunction, the Company shall issue Conversion Shares
or, if applicable, cash, upon a properly noticed conversion. If the Company fails for any reason to deliver to the Holder such certificate
or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated
damages and not as a penalty, (i) $1,000 per Business Day for the first thirty (30) Business Days of such failure and (ii) $5,000 per
Business Day for each Business Day after the first thirty (30) Business Days of such failure 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 7 for the Company’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 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 Regulation.


 




    	 



     


    

 


v.Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available to the Holder, if
the Company 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’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 the Company 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 the Company 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, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, 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 a decree
of specific performance and/or injunctive relief with respect to the Company’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. Subject to the applicable provisons of the Purchase Agreement, the Company covenants that it
will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock
at least equal to the Required Minimum Reserve for the sole purpose of issuance upon conversion of this Note and payment of interest
on this Note, each 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). The Company covenants that all shares of Common Stock that shall be so issuable shall,
upon issue, be duly authorized, validly issued, fully paid and nonassessable. The Company shall calculate and readjust the minimum share
reserve on the first Business Day of each month so long as this Note is outstanding; provided, however, in no event shall
such minimum share reserve be reduced below the Required Minimum Reserve.


 




    	 



     


    

 


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, the Company 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 the Company 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 the Company 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 the Company the amount of such tax or shall have established to the satisfaction of the Company that such
tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.


 


d)Holder’s
Conversion Limitations. The Company shall not effect any conversion of principal or interest of this Note, and a Holder shall not
have the right to convert any principal or interest 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) (such Persons, “Attribution Parties”) 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 and Attribution Parties or Attribution Parties 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 or Attribution Parties and (ii) exercise or conversion of the unexercised
or unconverted portion of any other Securities of the Company subject to a limitation on conversion or exercise analogous to the limitation
contained herein (including any other Notes) beneficially owned by the Holder or any of its Affiliates or Attribution Parties. 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 or Attribution Parties) 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 or Attribution Parties) 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 the Company each time it delivers a Notice of Conversion that such Notice
of Conversion has not violated the restrictions set forth in this paragraph and the Company 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) the Company’s most recent periodic or annual report filed with the Commission,
as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or the
Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company
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 the Company, 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 9.99% 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 increase the Beneficial Ownership Limitation at any time and the Holder, upon not less than 61 days prior notice to the Company
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 sixty-first (61st) day after such notice is
delivered to the Company. Provided, further, to the extent that the Holder’s right to participate in any such conversion
right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate
in such conversion right to such extent (or beneficial ownership of such shares of Common Stock as a result of such conversion right
to such extent) and such conversion 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). 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.


 


SECTION
5. CERTAIN ADJUSTMENTS


 


a)Stock
Dividends and Stock Splits. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes
a Restricted Payment payable in shares of Common Stock on shares of Common Stock or any Stock Equivalents (which, for avoidance of doubt,
shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, this Note), (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 the Company, then the 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 the Company) 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 5(a) 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)Lower
Priced Transaction. So long as this Note remains outstanding, other than in respect of an Exempt Issuance, the Company shall not
enter into any financing transaction pursuant to which the Company sells its Securities at a price lower than the Conversion Price (subject
to adjustment in accordance with Section 4(b) and Section 5(a)) without the written consent of the Holder.


 




    	 



     


    

 


c)Most
Favored Nation Status. If the Company or any Subsidiary thereof, as applicable, at any time while this Note is outstanding, shall
sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer,
sale, grant or any option to purchase or other disposition) any Common Stock or Stock Equivalents, at an effective price per share less
than the Conversion Price then in effect other than in respect of an Exempt Issuance (such lower price, the “Base Share Price”
and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the
Common Stock or Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions,
floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection
with such issuance, be entitled to receive Common Stock at an effective price per share that is less than the Conversion Price, such
issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance at such effective
price), then simultaneously with the consummation of each Dilutive Issuance the Conversion Price shall be reduced and only reduced to
equal the Base Share Price. Such adjustment shall be made whenever such Common Stock or Stock Equivalents are issued. The Company shall
notify the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Stock Equivalents
subject to this Section 5(c), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion
price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether
or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(c), upon the occurrence of any Dilutive Issuance, the
Holder is entitled to receive a number of Conversion Shares based upon the Base Share Price regardless of whether the Holder accurately
refers to the Base Share Price in the Notice of Conversion. If the Company enters into a Variable Rate Transaction, despite the prohibition
thereon in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Stock Equivalents at the lowest possible
conversion or exercise price at which such Securities may be converted or exercised. This Section be of no further force and effect following
the full repayment of this Note.


 


d)Pro
Rata Distributions. While this Note is outstanding, the Company shall not declare or make any Restricted Payment (or rights to receive
Restricted Payments). In the event that the Note is permissibly repaid at the time of such Restricted Payment, the Holder shall not be
entitled to participate in such Restricted Payment. If the Holder and the Company mutually agree, and the Note is not repaid at the time
of such Restricted Payment, then the Holder shall be entitled to participate in such Restricted Payment 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 the Beneficial Ownership Limitation) immediately before the date
of which a record is taken for such Restricted Payment, 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 Restricted Payment (provided, that to the extent that the Holder’s
right to participate in any such Restricted Payment would result in the Holder exceeding the Beneficial Ownership Limitation, then the
Holder shall not be entitled to participate in such Restricted Payment to such extent (or in the beneficial ownership of any shares of
Common Stock as a result of such Restricted Payment to such extent) and the portion of such Restricted Payment 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).


 




    	 



     


    

 


e)Fundamental
Transaction. Upon the occurrence of any Fundamental Transaction, the Holder, upon any subsequent conversion of this Note, 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(c) on the conversion of this Note), the number of shares
of Common Stock of the successor or acquiring corporation or of the Company, 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(c) 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 the Company 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. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the
“Successor Entity”) to assume in writing all of the Obligations of the Company, in accordance with the provisions
of this Section 5(e) 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 the Company and shall assume all of the Obligations of the Company with the same effect as
if such Successor Entity had been named as the Company herein. For the avoidance of doubt, in the event of the occurrence of a Fundamental
Transaction, the Successor Entity, in addition to any of its other obligations set for in this Section 5, shall agree in writing that
the Holder is entitled to the anti-dilution rights set forth in this Section 5 for the time period set forth in the Note, or if longer
two (2) years after the closing of the Fundamental Transaction.


 


f)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 the Company) issued and outstanding.


 


g)Notice
to the Holder.


 


i.Adjustment
to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of Section 5, the Company 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. Notwithstanding anything in this Section 5 to the contrary, no adjustment pursuant to this Section 5 shall
increase the Conversion Price (other than proportional increases upon the occurrence of a reverse stock split in accordance with Section
5(a) above).


 




    	 



     


    

 


ii.Notice
to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution or other Restricted Payment
in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common
Stock, (C) the Company 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 the Company shall be required in connection
with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all
or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other
Securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of
the affairs of the Company, then, in each case, the Company 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, distribution, Restricted
Payment, 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 the Company
or any of the Subsidiaries, the Company shall, if and as applicable, simultaneously file such notice with the Commission pursuant to
a Current Report on Form 8-K or take such other action as reasonably determined by the Holder to disseminate such material, non-public
information to the marketplace. 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.


 


h)Variable
Rate Transaction. Unless involving Permitted Debt, so long as this Note remains outstanding, the Company shall not directly or indirectly
(i)(A) consummate any exchange of any Indebtedness and/or Securities of the Company for any other Securities and/or Indebtedness of the
Company, (B) cooperate with any person to effect any exchange of Securities and/or Indebtedness of the Company in connection with a proposed
sale of such Securities from an existing holder of such Securities to any other unrelated Person), and/or (C) reduce and/or otherwise
change the exercise price, conversion price and/or exchange price of any Stock Equivalent of the Company and/or amend any non-convertible
Indebtedness of the Company to make it convertible into Securities of the Company, (ii) issue or sell any of its Securities either (A)
at a conversion, exercise or exchange rate or price that is based upon and/or varies with the trading prices of, or quotations for, Common
Stock, and/or (B) with a conversion, exercise or exchange rate and/or price that is subject to being reset on one or more occasions either
(1) at some future date after the initial issuance of such Securities or (2) upon the occurrence of specified or contingent events directly
or indirectly related to the business of the Company or the market for the Common Stock, and/or (iii) enter into any agreement (including
an “equity line of credit” or an “at-the-market offering”) whereby the Company may sell Securities at a future
determined price. Any transaction contemplated in this Section 5(h), shall be referred to as a “Variable Rate Transaction”.
The Holder shall be entitled to obtain injunctive relief against the Company to preclude any Variable Rate Transaction (without the need
for the posting of any bond or similar item, which the Company hereby expressly and irrevocably waives the requirement for), which remedy
shall be in addition to any right of the Holder to collect damages. A “Variable Rate Transaction” shall also mean, collectively,
an “Equity Line of Credit” or similar agreement, or a Variable Priced Equity Linked Instrument.


 




    	 



     


    

 


For
purposes hereof, “Equity Line of Credit” means any transaction involving a written agreement between the Company and
an investor or underwriter whereby the Company has the right to “put” its Securities to the investor or underwriter over
an agreed period of time and at future determined price or price formula (other than customary “preemptive” or “participation”
rights or “weighted average” or “full-ratchet” anti-dilution provisions or in connection with fixed-price rights
offerings and similar transactions that are not Variable Priced Equity Linked Instruments), and “Variable Priced Equity Linked
Instruments” means: (A) any Stock Equivalent convertible into, exercisable or exchangeable for, or carry the right to receive
additional shares of Common Stock either (1) at any conversion, exercise or exchange rate or other price that is based upon and/or varies
with the trading prices of or quotations for Common Stock at any time after the initial issuance of such Stock Equivalent, or (2) with
a conversion, exercise or exchange price that is subject to being reset on more than one occasion at some future date at any time after
the initial issuance of such debt or equity security due to a change in the market price of the Common Stock since date of initial issuance
(other than customary “preemptive” or “participation” rights or “weighted average” or “full-ratchet”
anti-dilution provisions or in connection with fixed-price rights offerings and similar transactions), and (B) any amortizing convertible
Stock Equivalent which amortizes prior to its maturity date, where the Company is required or has the option to (or any investor in such
transaction has the option to require the Company to) make such amortization payments in shares of Common Stock which are valued at a
price that is based upon and/or varies with the trading prices of or quotations for Common Stock at any time after the initial issuance
of such Stock Equivalent (whether or not such payments in Common Stock are subject to certain equity conditions). Notwithstanding the
foregoing, the Company may engage in an “at-the-market” transaction on customary terms long as such transaction is consummated
in accordance with Section 2(b).


 


i)Notwithstanding
anything which may be otherwise contained in this Section to the contrary, for the avoidance of doubt, the Company shall not effect any
conversion of principal or interest of this Note and a Holder shall not have the right to convert any principal or interest of this Note,
at a Conversion Price which is less than the Floor Price, subject to adjustment for any stock split, stock combination, reclassification
or similar transaction that proportionately decreases or increases the Common Stock.


 


SECTION
6. REDEMPTION


 


a)Optional
Redemption at Election of Company. Provided that the Company has satisfied all of the Equity Conditions and subject to the provisions
of this Section 6(a), at any time after the Effective Date, the Company may deliver a notice to the Holder (an “Optional Redemption
Notice”, accompanied by proof of funds and a statement that any extant Event of Default shall be cured by the applicable Optional
Redemption, and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its
irrevocable election to redeem some or all of the then outstanding principal or interest amount of this Note for cash in an amount equal
to the Optional Redemption Amount as provided on Schedule 6(a) hereto (the “Optional Redemption Amount”) on the 20th
Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 20-Trading
Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The
Optional Redemption Amount as determined in accordance with Schedule 6(a), is payable in full on the Optional Redemption Date. The Company
may only effect an Optional Redemption if each of the Equity Conditions shall have been met, the Company has provided the Holder with
proof of funds to repay the principal, interest, and any redemption premium due pursuant to the applicable Optional Redemption, and there
is an effective registration statement covering the Conversion Shares on each Trading Day during the period commencing on the Optional
Redemption Notice Date through to the Optional Redemption Date and through and including the date payment of the Optional Redemption
Amount is actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption
Period, then the Holder may elect to nullify the Optional Redemption Notice by notice to the Company within 3 Trading Days after the
first day on which any such Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company
is obligated to notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading
Day after proper notice from the Company) in which case the Optional Redemption Notice shall be null and void, ab initio. The Company
covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice
through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption
in cash shall be applied ratably to all of the holders of the then outstanding Notes based on their (or their predecessor’s) initial
purchases of Notes pursuant to the Purchase Agreement.


 




    	 



     


    

 


b)Optional
Redemption Procedure. Subject to Section 6(a), the payment of cash pursuant to an Optional Redemption shall be payable on the Optional
Redemption Date. If any portion of the payment pursuant to an Optional Redemption shall not be paid by the Company by the applicable
due date, interest shall accrue thereon at an interest rate equal to the lesser of 15% per annum or the maximum rate permitted by applicable
law until such amount is paid in full (the “Optional Redemption Interest Rate”). Notwithstanding anything herein contained
to the contrary, if any portion of the Optional Redemption Amount, as applicable, remains unpaid after such date, the Holder may elect,
by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption, as applicable, ab initio, and,
with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such
Optional Redemption (for the avoidance of doubt, (i) in the event that the Holder elects to invalidate such Optional Redemption, no further
Optional Redemption Interest payments described in this Section 6(a) shall be due by the Company, and (ii) [reserved].


 


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 Regulation or pursuant to any judgment, decree or order of any court, or any order,
rule or Regulation of any Governmental Authority):


 


i.any
default in the payment of (A) the principal amount of this Note or (B) interest, fees, liquidated damages or any other amount owing to
a Holder on this Note or by any Company Party under any Transaction Document, as and when the same shall become due and payable (whether
on a Conversion Date or the Maturity Date or by acceleration or otherwise);


 


ii.any
Company Party shall fail for any reason to comply any Section of this Note or any Transaction Document that provides for an action after
a notice period or that provides a specific period of time for the Company Parties to comply with;


 


iii.any
representation or warranty made by any Company Party in this Note, any other Transaction Document, any other Contractual Obligation with,
or any other report, financial statement, document, written 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;


 


iv.any
Company Party shall provide at any time notice to the Holder, including by way of public announcement, of such Company Party’s
intention to not honor any provision of this Note or any other Transaction Document (including requests for conversions of this Note
in accordance with the terms hereof);


 


v.any
Company Party shall fail to observe or perform any other covenant, provision, or agreement contained in this Note or any other Transaction
Document which failure is not cured, if possible to cure, within the earlier to occur of (A) five (5) Trading Days after notice of such
failure sent by the Holder or by any other Holder to the Company and (B) five (5) Trading Days after any Company Party has become or
should have become aware of such failure;


 


vi.(a)
a breach, default or event of default (without regard for any cure period therefor provided therein) shall have occurred under any Indebtedness
of any Company Party (a) having (individually or in the aggregate for all such Indebtedness) an aggregate maximum principal amount or
commitment greater than Fifty Thousand Dollars ($50,000), or (b) any such Indebtedness shall become or be declared due and payable prior
to the date on which it would otherwise become due and payable;


 




    	 



     


    

 


vii.A
breach, default or event of default (without regard to any subsequent waiver of such event of default or any grace or cure period provided
in the applicable agreement, document or instrument) shall have occurred under any other Contractual Obligation to which any Company
Party is obligated;


 


viii.(A)
any Company Party or any Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) of any Company Party commences a case
or other Proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency,
winding up, reorganization, arrangement, adjustment, protection, relief or composition of debts or liquidation or similar Regulation
of any jurisdiction relating to the Company or any Subsidiary thereof or any Proceeding seeking the entry of an order for relief or the
appointment of a custodian, receiver, trustee, liquidator or other similar official for it or for any of its assets, (B) any such case
or other Proceeding is commenced against the Company or any Subsidiary thereof by any other Person and such case or other Proceeding
is not dismissed within forty-five (45) days after commencement, (C) the Company or any Subsidiary thereof is adjudicated insolvent or
bankrupt or any order of relief or other order approving any such case or other Proceeding is entered, (D) the Company or any Subsidiary
thereof shall generally not pay its debts as such debts become due, shall admit in writing its inability to pay its debts as they mature
or shall make a general assignment for the benefit of creditors, (E) the Company or any Subsidiary thereof calls a meeting of its creditors
with a view to arranging a composition, adjustment or restructuring of its debts or (F) the Company 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 to authorize or otherwise for the purpose of effecting any of the foregoing;


 


ix.any
monetary judgment, writ or similar final process shall be entered or filed against any Company Party, any Subsidiary of any Company Party
or any of their assets for more than Fifty Thousand Dollars ($50,000), and such judgment, writ or similar final process shall remain
unvacated, unbonded or unstayed for a period of forty-five (45) calendar days;


 


x.the
occurrence of any levy upon or seizure or attachment of, or any uninsured loss of or damage to, any asset of any Company Party or any
Subsidiary of any Company Party having an aggregate fair value or repair cost (as the case may be) in excess of Fifty Thousand Dollars
($50,000) individually or in the aggregate, and any such levy, seizure or attachment shall not be set aside, bonded or discharged within
thirty (30) days after the date thereof;


 


xi.at
any time after the Original Issue Date, the Common Stock shall not be eligible for listing or quotation for trading on a Trading Market
and shall not be eligible to resume listing or quotation for trading thereon within five (5) Trading Days or the transfer of shares of
Common Stock through DTC is no longer available or “chilled”;


 


xii.at
any time after the Original Issue Date, the Company does not meet the current public information requirements under Rule 144, which failure
is not cured, if possible to cure, within two (2) Trading Days after the expiration of the applicable grace period permitted under Rule
12b-25 of the Exchange Act; unless the Company files a Form 12b-25 for the relevant report required to meet the current public information
requirements under Rule 144;


 


xiii.at
any time after the Original Issue Date, the Company fails to file with the Commission any required reports under Section 13 or 15(d)
of the Exchange Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable), which failure is not cured,
if possible to cure, within two (2) Trading Days after the expiration of the applicable grace period permitted under Rule 12b-25 of the
Exchange Act; unless the Company files a Form 12b-25 for such report; or


 




    	 



     


    

 


xiv.the
Company sells or otherwise disposes of any of its assets outside of the ordinary course of its
business.


 


The
clauses in the definition of Event of Default above operate independently, so that any action or event that falls within any such clause
shall constitute an Event of Default regardless of, whether because of a grace period or threshold or otherwise, it falls outside the
language of any other clause.


 


b)Remedies
Upon Event of Default. Subject to the Beneficial Ownership Limitation as and to the extent set forth in Section 4(d), and subject
to any other limitations regarding percentage of ownership of Common Stock contained herein, if any Event of Default occurs, then the
outstanding principal amount of this Note, plus accrued but unpaid interest (including all interest, whether or not accruing after the
filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or similar proceeding, all of which shall
continue to accrue whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, liquidated
damages and any other amounts owing by any Company Party in respect thereof or under any Transaction Document through the date of acceleration,
shall become, at the Holder’s election in its sole discretion, in whole or in part, immediately due and payable, in cash or in
shares of Common Stock (at the Holder’s option in its sole discretion), at the Mandatory Default Amount, divided by the Conversion
Price. Immediately on and after the occurrence of any Event of Default, without need for notice or demand all of which are waived, interest
on this Note shall accrue and be owed daily at an increased interest rate equal to the lesser of two percent (2.0%) per month (twenty-four
percent (24.0%) per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount
in cash or in shares of Common Stock, the Holder shall promptly surrender this Note to or as directed by the Company. In connection with
such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other
notice of any kind (other than the Holder’s election to declare such acceleration), 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. The Company shall provide
all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance
with the terms and conditions of this Note and the other Transaction Documents and to enforce its rights hereunder and thereunder.


 


SECTION
8. NEGATIVE COVENANTS


 


Unless
approved in writing by all of the Holders, as long as any portion of this Note or any other Obligation is not paid in full, the Company
shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, do any of the following:


 


a)other
than Permitted Debt, enter into, create, incur, assume, enter into Guaranty Obligations with respect to, or suffer to exist any Indebtedness
or repay the principal amount of, redeem, purchase or otherwise acquire or offer to repay the principal amount of, redeem, repurchase
or otherwise acquire any Indebtedness whether or not extant on the Original Issue Date (other than the Notes on a pro rata basis based
on the principal amounts outstanding);


 


b)other
than Permitted Liens, create, permit, incur or suffer to exist any Lien on any assets other than the Liens securing the Obligations created
pursuant to the Transaction Documents;


 


c)except
in the ordinary course of its business, sell or otherwise dispose of any of its assets;


 




    	 



     


    

 


d)other
than Permitted Liens, create, permit, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of its assets
now owned or hereafter acquired or any interest therein or any income or profits therefrom;


 


e)amend
its charter documents, including its articles of incorporation and bylaws, in any manner that materially and adversely affects any rights
of the Holder;


 


f)make,
approve, or offer to make any Restricted Payment any shares of Capital Stock other than with respect to the Conversion Shares and Warrant
Shares, and then only as permitted or required under the Transaction Documents;


 


g)enter
into any transaction with any Affiliate of the Company 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
the Company (even if less than a quorum otherwise required for board approval);


 


h)consummate
a Fundamental Transaction;


 


i)enter
into any agreement with respect to any of the foregoing;


 


j)change
the nature of the Company’s business from the business conducted by the Company and its Subsidiaries on the date hereof;


 




k)fail
to use the proceeds of the Note as provided for in the Transaction Documents, including being engaged in operations involving the financing
of any investments or activities in, or any payments to, any Sanctioned Person;


 


l)take
or allow any action which would cause an adjustment of the par value of the Conversion Price to be less than the par value in effect
at such time; or


 


m)directly
or indirectly (including through agents, contractors, trustees, representatives or advisors) (a) be in violation of any Sanctions Law
or engage in, or conspire or attempt to engage in, any transaction evading or avoiding any prohibition in any Sanction Law, (b) be a
Sanctioned Person or derive revenues from investments in, or transactions with Sanctioned Persons, (c) have any assets located in Sanctioned
Jurisdictions, (d) deal in, or otherwise engage in any transactions relating to, any property or interest in property blocked pursuant
to any Regulation administered or enforced by OFAC or (e) fail to comply with any material Regulations or Contractual Obligations applicable
to it or fail to obtain or comply with any material Permits.


 


SECTION
9. MISCELLANEOUS


 


a)Notices.
Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including any Notice of Conversion,
shall be in writing and delivered as set forth in the Purchase Agreement or, alternatively, delivered personally, by email or facsimile,
or sent by a nationally recognized overnight courier service, addressed to the Company as set forth in the signature page hereof, or
such other contact information as the Company may specify for such purposes by notice to the Holder delivered in accordance with this
Section 9(a). All notices and other communications delivered hereunder shall be effective as provided in the Purchase Agreement.


 


b)Absolute
Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Note, without
set off or counterclaim, at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation
of the Company. Except for the Company’s obligations to CoreFund, this Note ranks pari passu with all other Notes now or
hereafter issued under the terms set forth herein and is at least pari passu with all Indebtedness and other obligations of the
Company, and is not subordinated to any such Indebtedness or other obligation.


 




    	 



     


    

 


c)Lost
or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company 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 the Company.


 


d)Governing
Law. This Note is governed by, and shall be construed and enforced in accordance with, the laws of the State of New York.


 


e)Characterizations.
The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided
herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall
be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of
the Company (or the performance thereof).


 


f)Payments
on Next Business Day. Whenever any payment Obligation shall be due on a day other than a Business Day, such payment shall be due
instead on the next succeeding Business Day.


 


g)Payment
of Collection, Enforcement and Other Costs. In addition to, and not in substitution for and not to limit (but without duplication),
any other right to reimbursement under this Note or any other Transaction Document, (i) this Note is placed in the hands of an attorney
for collection or enforcement or is collected or enforced through any Proceeding or the Holder otherwise takes action to collect amounts
due under this Note or to enforce the provisions of this Note or (ii) there occurs any bankruptcy, reorganization, receivership of the
Company or other Proceedings affecting Company creditors’ rights and involving a claim under this Note, then the Company shall
pay all out-of-pocket costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy,
reorganization, receivership or other Proceeding, including, but not limited to, attorneys’ fees and disbursements.


 


h)Use
of Proceeds. All gross proceeds of the funding to the Company related to this Note shall be used as provided in the Purchase Agreement.


 


i)Securities
Laws Disclosure; Publicity. In addition, the Company acknowledges and agrees that no confidentiality or similar obligations under
any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors,
affiliates, employees or agents, on the one hand, and any of the Purchasers or any of their affiliates, on the other hand, have been
entered into. Except for the obligations set forth in this Section, there are no confidentiality or similar obligations pertaining the
Purchasers currently extant or at any time in the future. Notwithstanding the foregoing, the Company shall not publicly disclose the
name of the Holder, or include the name of the Holder in any filing with the Commission or any regulatory agency or Trading Market, without
the prior written consent of the Holder, except (i) as required by federal securities Regulations in connection with the filing of final
Transaction Documents with the Commission and (ii) to the extent such disclosure is required by law or Trading Market regulations, in
which case the Company shall provide the Holder with prior notice of such disclosure permitted under this clause (ii).


 




    	 



     


    

 


j)Non-Public
Information. The Company covenants and agrees that neither it, nor any other Person acting on its behalf has provided nor will provide
the Holder or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public
information, unless prior thereto the Holder shall have consented to the receipt of such information and agreed with the Company to keep
such information confidential. The Company understands and confirms that the Holder will be relying on the foregoing covenant in effecting
transactions in Securities of the Company. Any non-disclosure agreement (including “click through” agreements and confidentiality
clauses incorporated in larger agreements) entered into with the Holder and any Company Party is hereby terminated. The Holder does not
have any duty of confidentiality (or a duty not to trade on the basis of material non-public information) to any Company Party or any
of their Affiliates, or any of their respective officers, directors, agents, members, stockholders, managers, employees and is governed
only by application Regulations. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains,
material, non-public information regarding the Company or any Subsidiaries, the Company shall, within two (2) Trading Days, file such
notice with the Commission pursuant to a Current Report on Form 8-K or take such other action as reasonably determined by the Holder
to disseminate such material, non-public information to the marketplace.. The Company understands and confirms that the Holder shall
be relying on all of the foregoing covenants in trading Securities of the Company.


 


k)Interpretation.
This Note is a Transaction Document and as such is subject to various interpretative, amendment and third party beneficiary and other
miscellaneous provisions set forth in the Purchase Agreement that expressly apply to Transaction Documents, located principally in Article
V thereof. In particular, without limitation, none of the terms or provisions of this Note may be waived, amended, supplemented or
otherwise modified except in accordance with Section 5.3(b) (Amendments) of the Purchase Agreement. In addition, unless otherwise
expressly provided in any Transaction Document, “outstanding” when referring in any Transaction Document to the principal
amount owing under this Note shall mean “outstanding and unconverted.”


 


l)Successors
and Assigns. This Note shall be binding upon the successors and assigns of the Company and shall inure to the benefit of the Holder,
each Purchaser Party and their successors and assigns; provided, that the Company may not assign, transfer or delegate any of
its rights or obligations under this Note except as authorized in the Purchase Agreement.


 


m)Counterparts.
This Note may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be
detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Note
by facsimile transmission or by e-mail shall be as effective as delivery of a manually executed counterpart hereof.


 


n)Severability.
Any provision of this Note being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision
not held illegal, invalid or unenforceable, any other provision of this Note or any part of such provision in any other jurisdiction.


 


o)Waiver
of Jury Trial. Each party hereto hereby irrevocably waives trial by jury in any Proceeding with respect to, or directly or indirectly
arising out of, under or in connection with, this Note or any other Transaction Document or the transactions contemplated therein or
related thereto (whether founded in contract, tort or any other theory). Each party hereto (A) certifies that no other party, no
Purchaser Party and no Affiliate or representative of any such other party or Affiliate has represented, expressly or otherwise, that
such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (B) acknowledges that it and the other
parties hereto have been induced to enter into this Note by the mutual waivers and certifications in this Section 9(o).


 




    	 



     


    

 


p)This
Note shall be deemed an unconditional obligation of the Company for the payment of money and, without limitation to any other remedies
of the Holder, may be enforced against the Company 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 the Holder and the Company are parties or which the Company delivered to the Holder, which may be convenient or
necessary to determine the Holder’s rights hereunder or the Company’s obligations to the 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.


 


q)Security
Interest/Waiver of Automatic Stay. This Note is secured by a security interest granted to the Holder pursuant to the Security Agreement,
as delivered by the Company to Holder. The Company acknowledges and agrees that should a proceeding under any bankruptcy or insolvency
law be commenced by or against the Company or a Subsidiary, or if any of the Collateral (as defined in the Security Agreement) should
become the subject of any bankruptcy or insolvency proceeding, then the Holder should be entitled to, among other relief to which the
Holder may be entitled under the Transaction Documents and/or applicable law, an order from the court granting immediate relief from
the automatic stay pursuant to 11 U.S.C. Section 362 to permit the Holder to exercise all of its rights and remedies pursuant to the
Transaction Documents and/or applicable law. THE COMPANY EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION
362. FURTHERMORE, THE COMPANY EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY OTHER SECTION OF THE BANKRUPTCY
CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION, 11 U.S.C. SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT
IN ANY WAY THE ABILITY OF THE HOLDER TO ENFORCE ANY OF ITS RIGHTS AND REMEDIES UNDER THE TRANSACTION DOCUMENTS AND/OR APPLICABLE LAW.
The Company hereby consents to any motion for relief from stay that may be filed by the Holder in any bankruptcy or insolvency proceeding
initiated by or against the Company and, further, agrees not to file any opposition to any motion for relief from stay filed by the Holder.
The Company represents, acknowledges and agrees that this provision is a specific and material aspect of the Transaction Documents, and
that the Holder would not agree to the terms of this Note and the other Transaction Documents if this waiver were not a part of this
Note. The Company further represents, acknowledges and agrees that is waiver is knowingly, intelligently and voluntarily made, that neither
the Holder nor any person acting on behalf of the Holder has made any representations to induce this waiver, that the Company has been
represented (or has had the opportunity to by represented) in the signing of this Note and the Transaction Documents and in the making
of this waiver by independent legal counsel selected by the Company and that the Company has discussed this waiver with counsel.


 


r)Equitable
Adjustment. Trading volume amounts, price/volume amounts, the amount of Warrants, the amount of shares of Common Stock identified
in the Purchase Agreement, Conversion Price, Exercise Price, shares of Common Stock underlying the Notes and the Warrants, and similar
figures in the Transaction Documents shall be equitably adjusted (but without duplication) to offset the effect of stock splits, similar
events and as otherwise described in the Purchase Agreement, Notes and Warrants


 


s)Agreement
to Subordinate. Each of the Company and the Holder acknowledges and agrees that the rights and obligations of the parties hereunder
are second and subordinate to the rights of the Senior Lender under its various factoring agreements and ancillary documents (collectively,
as amended or otherwise modified, the “Senior Lender Agreements”).


 


[Signature
Pages Follow]


 




    	 



     


    

 


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


 


	 	UNIQUE LOGITICS INTERNATIONAL, INC.






 


	 	By:	
	 	Name:	 
	 	Title:	 
	 	Address:	 



 





	 	Email Address for delivery of Notices:  














    	 



     


    

 


ANNEX
A


NOTICE
OF CONVERSION


 


The
undersigned hereby elects to convert principal under the 10% Secured Subordinated Convertible Promissory Note, due January 28, 2022 of
Unique Logitics International, Inc.., a Nevada corporation (the “Company”),
into shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company 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 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 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:


 


Payment
of Interest in Common Stock __ yes __ no


 


If
yes, $_____ of Interest Accrued on Account of Conversion at Issue.


 


Number
of shares of Common Stock to be issued:


 


Signature:


 


Name:


 


Delivery
Instructions:


 




    	 



     


    

 


ANNEX
B


ACKNOWLEDGMENT
OF CONVERSION


 


The
Company hereby (a) acknowledges this Notice of Conversion, (b) certifies that the above indicated number of shares of Common Stock [are][are
not] eligible to be resold by the Holder either (i) pursuant to Rule 144 (subject to the Holder’s execution and delivery to the
Company of a customary Rule 144 representation letter) or (ii) an effective and available registration statement covering such shares
of Common Stock and (c) hereby directs _________________ to issue the above indicated number of shares of Common Stock in accordance
with the Transfer Agent Instructions dated _____________, 20__ from the Company and acknowledged and agreed to by ________________________.


 


	 	UNIQUE
    LOGITICS INTERNATIONAL, INC.



 


	 	By:	
	 	Name:	 
	 	Title:	 


 




    	 



     


    

 


SCHEDULE
1


CONVERSION
SCHEDULE


 


This
Conversion Schedule is part of, and reflects conversions made under Section 4 of, the 10% Secured Subordinated Convertible Promissory
Note, due on January 28, 2022, in the original principal amount of $ issued by Unique Logistics
International, Inc., a Nevada corporation.


 


 Dated:




 


	Date
    of Conversion

    (or
    for first entry,

    Original
    Issue Date)
	 	Amount
    of

    Conversion
	 	Aggregate
    Principal

    Amount
    Remaining

    Subsequent
    to

    Conversion

    (or
    original

    Principal
    Amount)
	 	Company
    Attest
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 




    	 



     


    

 


SCHEDULE
6(a)


OPTIONAL
REDEMPTION AMOUNT


 


Subject
to compliance with Section 6(a), the Company may redeem any portion of the principal amount of this Note, any accrued and unpaid interest,
and any other amounts due under this Note in accordance with the following formulae: if the Company exercises its right to redeem the
Note, the Company shall make payment to the Holder of (i) an amount in cash equal to the product of (x) the sum of the principal amount
of this Note and any accrued and unpaid interest and (y) 110%, if such voluntary redemption occurs on or before March 29, 2021, (ii)
an amount in cash equal to the product of (x) the sum of the principal amount of this Note and any accrued and unpaid interest and (y)
115%, if such voluntary prepayment occurs after March 30, 2021 and before April 28, 2021, (iii) an amount in cash equal to the product
of (x) the sum of the principal amount of this Note and any accrued and unpaid interest and (y) 120%, if such voluntary prepayment occurs
after April 29, 2021 and before May 28, 2021, (iv) an amount in cash equal to the product of (x) the sum of the principal amount of this
Note and any accrued and unpaid interest and (y) 125%, if such voluntary prepayment occurs after May 29, 2021 and before June 27, 2021,
(v) an amount in cash equal to the product of (x) the sum of the principal amount of this Note and any accrued and unpaid interest and
(y) 130%, if such voluntary prepayment occurs after June 28, 2021 and before July 27, 2021, and (vi) an amount in cash equal to the product
of (x) the sum of the principal amount of this Note and any accrued and unpaid interest and (y) 135%, if such voluntary prepayment occurs
after July 27, 2021 and before the Maturity Date.