Exhibit 10.4


 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL SELECTED BY 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. ANY TRANSFEREE
OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES
ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF.


 


Stemtech
corporation


 


PROMISSORY
CONVERTIBLE NOTE


 


	Issuance
    Date: August 30, 2021	Principal
    Amount: Up to U.S. $568,182.001


 


FOR
VALUE RECEIVED, MCUS, LLC, (the “Company” or (“Lender”), pursuant to this Promissory Convertible
Note (the “Note”) hereby promises to pay to Stemtech Corporation, its designee or registered assigns (the “Holder”
or “Borrower”) in cash and/or in shares of Common Stock (as defined in Section 26) the principal amount (as reduced
pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) of $568,182.00 with
a second-lien position. Inventory-financing completed by a third party will have a first lien on the Company assets. Certain capitalized
terms used herein are defined in Section 26. This Note is issued pursuant to that certain Securities Purchase Agreement dated August
30, 2021, by and among the Company and the Lender (the “Purchase Agreement”), and capitalized terms not defined herein
will have the meanings set forth in the Purchase Agreement. 


 


(1)
PAYMENTS OF PRINCIPAL; PREPAYMENT. The Company shall pay to the Holder the full principal amount in cash and/or shares of Common
Stock on August 30th, 2021. The Original Issue Discount shall be 12%.


 


(2)
INTEREST AND MATURITY. The Interest rate shall be 10% per annum if the Registration Statement is filed within 120 days of the
date hereof and 12% (for the entire period) if filed after 120 days. Interest under this Note shall commence accruing on the Disbursement
Date at the Interest Rate and shall be computed on the basis of a 360-day year and twelve 30-day months. Interest shall be payable on
a quarterly basis in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing
to the Company, shares of Common Stock or a combination thereof at the Holder’s discretion and if such date falls on a Jewish or
Federal Holiday, the next day that is not a Holiday, to the record holder of this Note. Prior to the payment of Interest, Interest on
this Note shall accrue at the Interest Rate and be payable by way of inclusion of the Interest in the Conversion Amount (as defined in
Section 3(b)(i)). The date of maturity shall be nine (9) months from execution of the definitive agreement. The principal and any accrued
and unpaid interest shall be payable upon maturity.


 





 



  


 1 Consisting of $500,000.00 loan and $68,182.00 OID, the $500,000.00 to be funded to the Borrower upon closing.


 




    	 1



     


    

 


 (3)
CONVERSION OF NOTE. Following the Issuance Date, as set out above, this Note shall be convertible into shares of Common Stock
on the terms and conditions set forth in this Section 3.


 


(a)
Optional Conversion Right. Subject to the provisions of Section 3(d)(i) and Section 3(d)(ii), at any time or times on or after
the Issuance Date of this Note, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into
fully paid and nonassessable shares of Common Stock in accordance with Section 3(c), at the Conversion Rate (as defined below). The Company
shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction
of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company
shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Stock
upon conversion of any Conversion Amount. The Holder shall have the right to deliver an effective conversion notice at any time until
11:59 pm on the chosen date and it shall be immediately effective.


 


(b)
Conversion Rate. The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to Section 3(a)
shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”).


 


(i)
“Conversion Amount” means the sum of (A) the portion of the Principal to be converted, redeemed or otherwise with
respect to which this determination is being made and (B) accrued and unpaid Interest with respect to such Principal.


 


(ii)
“Conversion Price” shall be equal to the lower of (i) 65% of the lowest volume weighted average prices for Common
Stock as reported at the close of trading on the market reporting trade prices for the Common Stock during the 30 trading days ending
on, and including, the date of the notice of conversion and (ii) Closing Price on the Closing Date, not to exceed $2.25. In the event
of Default, the principal amount and accrued interest will be convertible at Lender’s discretion at 50% of the 30-day lowest volume
weighted average price prior to and including the day of conversion.


 




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	 	 	(c)	Mechanics
    of Optional Conversion and Adjustment:
	 	 	 	 
	 	 	 	(i) Registration; Book-Entry. The Company shall maintain a register (the "Register") for the recordation of the holder of the Note and
the Principal amount of the Note (and stated interest thereon) held by the holder (the "Registered Note"). The entries in the Register,
made in good faith, shall be  conclusive and binding for all purposes absent manifest error. The Company and the holder of the Note shall
treat each Person whose name is recorded in the Register as the owner of the Note for all purposes, including, without limitation, the
right to receive payments of Principal and Interest, if any, hereunder, notwithstanding notice to the contrary. Upon its receipt of a
request to assign or sell all or part of the Registered Note by the Holder, the Company shall record the information contained therein
in the Register and issue one or more new Registered Notes in the same aggregate Principal amount as the Principal amount of the surrendered
Registered Note to the designated assignee or transferee pursuant to Section 10. Notwithstanding anything to the contrary in this Section
3(c)(i), the Holder may assign any Note or any portion thereof to an Affiliate of such Holder or a Related Fund of such Holder without
delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the Register (a "Related
Party Assignment"); provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until
such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y)
the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall
not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting
solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the "Related Party Register") comparable to the
Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the
Related Party Register. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance
with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless the Holder has provided
the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical
surrender of this Note. The Holder and the Company shall maintain records showing the Principal and Interest, converted and the dates
of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical
surrender of this Note upon conversion.





 




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(ii)
Registration Rights. Within 180 days of signing the definitive agreement, Borrower shall file a Registration Statement with the
SEC as contemplated by the Registration Rights Agreement of even date herewith, which shall include the registration of the underlying
shares issuable upon conversion of the note (collectively, the “registrable shares”).


  


	 	 	(d)	Limitations
    on Conversions.
	 	 	 	 


(i)
Beneficial Ownership. Notwithstanding anything to the contrary contained in this Note, this Note shall not be convertible by the
Holder hereof, and the Company shall not effect any conversion of this Note or otherwise issue any shares of Common Stock pursuant hereto,
to the extent (but only to the extent) that after giving effect to such conversion or other share issuance hereunder the Holder (together
with its affiliates) would beneficially own in excess of 4.99% (or upon election of the Holder, 9.99%) (the “Maximum Percentage”)
of the Common Stock. To the extent the above limitation applies, the determination of whether this Note shall be convertible (vis-à-vis
other convertible, exercisable or exchangeable securities owned by the Holder or any of its affiliates) shall, subject to such Maximum
Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the
case may be). No prior inability to convert this Note, or to issue shares of Common Stock, pursuant to this paragraph shall have any
effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. For purposes
of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations
of percentage ownership) shall be determined in accordance with Section 13(d) of the 1934 Act (as defined in the Purchase Agreement)
and the rules and regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than
in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent
with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or
desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a
successor Holder of this Note. The holders of Common Stock shall be third party beneficiaries of this paragraph and the Company may not
waive this paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the written or
oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing to the Holder the number of shares
of Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into
Common Stock, including, without limitation, pursuant to this Note or securities issued pursuant to the Purchase Agreement.


 




    	 4



     


    

 


(ii)
Principal Market Regulation. Unless permitted by the applicable rules and regulations of the Principal Market, the Company shall
not issue any shares of Common Stock upon conversion of this Note if the issuance of such shares of Common Stock would exceed the aggregate
number of shares of Common Stock which the Company may issue upon exercise or conversion (as the case may be) of the Note without breaching
the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without
violating such rules and regulations, the “Exchange Cap”). Notwithstanding the foregoing, such limitation shall not
apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Principal
Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the
Company that such approval is not required, which opinion shall be reasonably satisfactory to the Holder. In the event that any Holder
shall sell or otherwise transfer any of such Holder’s Note, the Exchange Cap restrictions set forth herein shall continue to apply
to the Note and such transferee.


 


(e)
Disputes. In the event of a dispute as to the number of shares of Common Stock issuable to the Holder in connection with a conversion
of this Note, the Company shall issue to the Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance
with Section 16.


 


	 	(4)	The
    Company hereby covenants and agrees as follows:
	 	 	 


(a)
Sale of Assets. During the thirty (30) days from the date of this Note, with the exception of moving certain of its assets to
any of its subsidiaries, the Company shall not sell any material assets.


 


(b)
Additional Debt. While this Note is outstanding, the Company shall not incur any additional indebtedness that is senior in security
for borrowed money, other than an indebtedness that is Permitted Indebtedness.


 


	 	(5)	RIGHTS
    UPON EVENT OF DEFAULT.
	 	 	 


(a)
Event of Default. Each of the following events shall constitute an “Event of Default”; provided, however,
that, except in the case of the Events of Default listed in Sections 5(a)(i), or 5(a)(ix) below, the Company shall have five (5)
business days after notice of default from the Holder to cure such Event of Default unless a lesser number of days is required pursuant
to the provisions of this Section 5.


 


(i)
Failure to Pay Principal or Interest. The Company fails to pay the Principal or Interest due, liquidated damages and other amounts
thereon when due on the Note whether at maturity, upon acceleration or otherwise.


 




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(ii)
Conversion and the Shares. The Company (i) fails to issue Conversion Shares to the Holder (or announces or threatens in writing
that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with
the terms of the Note, (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form)
any certificate for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to the Note as and when required
by the Note, or (iii) the Company directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in
transferring (or issuing) (electronically or in certificated form) any certificate for the Conversion Shares issuable to the Holder upon
conversion of or otherwise pursuant to the Note as and when required by the Note, or fails to remove (or directs its transfer agent not
to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer
instructions in respect thereof) on any certificate for any Conversion Shares issued to the Holder upon conversion of or otherwise pursuant
to the Note as and when required by the Note (or makes any written announcement, statement or threat that it does not intend to honor
the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat
not to honor its obligations shall not be rescinded in writing) for five (5) business days after the Holder shall have delivered a Notice
of Conversion. It is an obligation of the Company to remain current in its obligations to its transfer agent. It shall be an Event of
Default of the Note, if a conversion of the Note is delayed, hindered or frustrated due to a balance owed by the Company to its transfer
agent. If at the option of the Holder, the Holder advances any funds to the Company’s transfer agent in order to process a conversion,
such advanced funds shall be paid by the Company to the Holder within forty eight (48) hours of a demand from the Holder. If Borrower
is unable to do so, they shall have an opportunity to cure within five (5) business days.


 


(iii)
Breach of Agreements and Covenants. The Company breaches any material agreement, covenant or other material term or condition
contained in the Purchase Agreement, the Note or in any agreement, statement or certificate given in writing pursuant hereto or in connection
herewith or therewith, and such breach results in a material adverse effect on the business or assets of the Company.


 


(iv)
Breach of Representations and Warranties. Any representation or warranty of the Company made in the Purchase Agreement or the
Note, or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith shall be
false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a Material
Adverse Effect on the rights of the Holder with respect to the Note or the Purchase Agreement. In the event of such a breach, the Company
shall have an opportunity to cure within two (2) business days.


 


(v)
Receiver or Trustee. In the event of Default, the Company or any subsidiary of the Company shall make an assignment for the benefit
of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or
business, or such a receiver or trustee shall otherwise be appointed. Under such circumstances, the Company shall have an opportunity
to cure within sixty (60) days.


 




    	 6



     


    

 


(vi)
Judgments. Any money judgment, writ or similar process shall be entered or filed against the Company or any subsidiary of the
Company or any of its property or other assets for more than $100,000, and shall remain unvacated, unbonded or unstayed for a period
of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.


 


(vii)
Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary,
for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company or any subsidiary
of the Company. Under such circumstances, the Company shall have an opportunity to cure within sixty (60) days.


 


(viii)
Delisting or Trading of Common Stock. The Company shall fail to maintain the listing or quotation of its Common Stock minimally
on a Trading Market.


 


(ix)
Failure to Comply with the 1934 Act. The Company shall fail to comply with the reporting requirements of the 1934 Act and/or the
Company shall cease to be subject to the reporting requirements of the 1934 Act.


 


(x)
Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business or assets.


 


(xi)
Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its
debts as such debts become due, provided, however, that any disclosure of the Company’s ability to continue as a “going concern”
shall not be an admission that the Company cannot pay its debts as they become due


(xii)
Reverse Splits. The Company effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the
Holder or for a ratio in excess of 20:1. For the avoidance of doubt, each party hereto agrees that in the event the Company executes
a reverse stock split of its Common Stock, the resulting adjusted Conversion Price shall be limited to a 20:1 ratio.


 


(xiii)
DTC “Chill”. The DTC places a “chill” (i.e. a restriction placed by DTC on one or more of DTC’s
services, such as limiting a DTC participant’s ability to make a deposit or withdrawal of the security at DTC) on any of the Company’s
securities. In the event of such a breach, the Company shall have an opportunity to cure within twenty (20) business days.


 


(xiv)
Other Obligations. The occurrence of any default under any agreement or obligation of the Company that is not cured within ten
(10) days that could reasonably be expected to have a Material Adverse Effect.


 




    	 7



     


    

  


(xv)
Default under Transaction Documents or Other Material Agreement. A default or event of default (subject to any grace or cure period
provided in the applicable agreement, document or instrument) shall occur under (A) this Note, the warrant, the securities purchase agreement
or the registration rights agreement issued in connection herewith or any of the other agreements entered into by the parties related
to the purchase of this Note (collectively, the “Transaction Documents”), or (B) any other material agreement, lease,
document or instrument to which Company or any Subsidiary is obligated (and not covered by clause (vi) below), which in the case of subsection
(B) would reasonably be expected to have a Material Adverse Effect.


 


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


 


(xvii)
The Occurrence of a Change in Control Transaction. Company shall be a party to any change of control transaction or Fundamental
Transaction or shall agree to sell or dispose of all or in excess of 30% of its assets in one transaction or a series of related transactions
(whether or not such sale would constitute a Change of Control Transaction).


 


(xviii)
Failure to Meet the Requirements under Rule 144. If, after one year, the Company does not meet the current public information
requirements under Rule 144.


 


(xix)
Failure to Maintain Intellectual Property. The failure by Company or any material Subsidiary to maintain any material intellectual
property rights, personal, real property, equipment, leases or other assets which are necessary to conduct its business (whether now
or in the future) and such breach is not cured with twenty (20) days after written notice to the Company from the Holder.


 


(xx)
Trading Suspension. A Commission or judicial stop trade order or suspension from a Trading Market.


 


(xxi)
Restatement of Financial Statements. The restatement after the date hereof of any financial statements filed by the Company with
the Commission for any date or period from two years prior to the Issuance Date and until this Note is no longer outstanding, if the
result of such restatement would, by comparison to the unrestated financial statements, have constituted a Material Adverse Effect. For
the avoidance of doubt, any restatement related to new accounting pronouncements shall not constitute a default under this Section.


 




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(xxii)
Failure to Provide Required Notification of a Material Event. A failure by Company to notify Holder of any material event of which
Company is obligated to notify Holder pursuant to the terms of this Note or any other Transaction Document.


 


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


 


(xxiv)
Effective Registration Statement. Failure to comply with the Registration Rights Agreement or Purchase Agreement.


 


(b)
Redemption Right. At any time after the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem
(an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event
of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this
Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant
to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to principal
amount plus interest calculated from the Event of Default at the greater of the Default Interest Rate or the maximum rate permitted under
applicable law (the “Event of Default Redemption Price”) together with liquidated damages of $250,000 plus an amount
in cash equal to 1% of the Event of Default Redemption Price for each 30 day period during which redemptions fail to be made. Redemptions
required by this Section 5(b) shall be made in accordance with the provisions of Section 10. To the extent redemptions required by this
Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions
shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(b)(ii)
and 3(d), until the Event of Default Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted
for redemption under this Section 5(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into
Common Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s redemption of any portion of the
Note under this Section 5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability
to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder.
Accordingly, any Event of Default redemption premium due under this Section 5(b) is intended by the parties to be, and shall be deemed,
a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.


 




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	 	(6)	RIGHTS
    UPON FUNDAMENTAL TRANSACTION.
	 	 	 


(a)
If, at any time while this Note is outstanding, (i) the Company effects a Fundamental Transaction, then, upon any subsequent conversion
of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion
immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would
have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental
Transaction, the holder of one (1) share of Common Stock (the “Alternate Consideration”). 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 Debenture following such Fundamental Transaction. To the extent necessary to effectuate the foregoing
provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new debenture
consistent with the foregoing provisions and evidencing the Holder’s right to convert such debenture into Alternate Consideration.
The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or
surviving entity to comply with the provisions of this Section 6(a) and insuring that this Note (or any such replacement security) will
be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.


 


(7)
DISTRIBUTION OF ASSETS; RIGHTS UPON ISSUANCE OF PURCHASE RIGHTS AND OTHER CORPORATE EVENTS.


 


(a)
Distribution of Assets. If the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire
its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation,
any distribution of cash, stock or other securities, property, options, evidence of Indebtedness or any other assets by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”),
then the Holder will be entitled to such Distributions as if the Holder had held the number of shares of Common Stock acquirable upon
complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note) immediately
prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders
of Common Stock are to be determined for such Distributions and the portion of such Distribution shall be held in abeyance for the Holder
until such time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum
Percentage, at which time or times the Holder shall be granted such rights (and any rights under this Section 7(a) on such initial rights
or on any subsequent such rights to be held similarly in abeyance) to the same extent as if there had been no such limitation).


 




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(b)
Purchase Rights. If at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase
stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”),
then the Holder will be entitled to acquire or receive, as applicable, upon the terms applicable to such Purchase Rights, the aggregate
Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete
conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note) immediately
prior to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken,
the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase
Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would
result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate
in such Purchase Right to such extent (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of
such Purchase Right (and beneficial ownership) to such extent) and such Purchase Right to such extent shall be held in abeyance for the
Holder until such time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum
Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial
Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such
limitation).


 


(c)
Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the occurrence or consummation
of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities, cash, assets or
other property with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall
make appropriate provision to ensure that, and any applicable Successor Entity or Successor Entities shall ensure that, and it shall
be a required condition to the occurrence or consummation of such Corporate Event that, the Holder will thereafter have the right to
receive upon conversion of this Note at any time after the occurrence or consummation of the Corporate Event, shares of Common Stock
or Successor Capital Stock or, if so elected by the Holder, cash in lieu of the shares of Common Stock (or other securities, cash, assets
or other property) purchasable upon the conversion of this Note prior to such Corporate Event, such shares of stock, securities, cash,
assets or any other property whatsoever (including warrants or other purchase or subscription rights and any shares of Common Stock)
which the Holder would have been entitled to receive upon the occurrence or consummation of such Corporate Event or the record, eligibility
or other determination date for the event resulting in such Corporate Event, had this Note been converted immediately prior to such Corporate
Event or the record, eligibility or other determination date for the event resulting in such Corporate Event (without regard to any limitations
on conversion of this Note). Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the Holder.
The provisions of this Section 7 shall apply similarly and equally to successive Corporate Events.


 




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	 	(8)	RIGHTS
    UPON ISSUANCE OF OTHER SECURITIES.


 


(A)
Adjustment of Conversion Price upon Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance
Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) other than for a reverse split effectuated to comply
with Nasdaq listing standards, one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion
Price in effect immediately prior to such subdivision will be proportionately reduced. If the Company at any time on or after the Issuance
Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a
smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased.


 


	 	(B)	Certain
    Adjustments.
	 	 	 


(a)
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date hereof, the Company issues or sells,
or in accordance with this Section 8(B) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale
of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance issued or sold or deemed
to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the
Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Conversion Price then in effect is
referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately
after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to the New Issuance Price. For all purposes of the
foregoing (including, without limitation, determining the adjusted Conversion Price and consideration per share under this Section 8(B)),
the following shall be applicable:


 


(i)
Issuance of Options. If the Company in any manner grants or sells any Options (other than Options that qualify as Exempt Issuances)
and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion,
exercise or exchange of any Convertible Securities issuable upon exercise of any such Option is less than the Applicable Price, then
such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting
or sale of such Option for such price per share. For purposes of this Section 8(B)(a)(i), the “lowest price per share for which
one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible
Securities issuable upon exercise of any such Option” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration
(if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option,
upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option
and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such
Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option minus (2) the
sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting or sale of such Option, upon
exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option plus
the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person).
Except as contemplated below, no further adjustment of the Conversion Price shall be made upon the actual issuance of such shares of
Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common
Stock upon conversion, exercise or exchange of such Convertible Securities.


 




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(ii)
Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than Convertible
Securities that qualify as Exempt Issuances) and the lowest price per share for which one share of Common Stock is issuable upon the
conversion, exercise or exchange thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding
and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per
share. For the purposes of this Section 8(B)(a)(ii), the “lowest price per share for which one share of Common Stock is issuable
upon the conversion, exercise or exchange thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration
(if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance or sale of the Convertible
Security and upon conversion, exercise or exchange of such Convertible Security and (y) the lowest conversion price set forth in such
Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof minus (2) the sum
of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible
Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible
Security (or any other Person). Except as contemplated below, no further adjustment of the Conversion Price shall be made upon the actual
issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities, and if any such issue or
sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Note has been or is to be made
pursuant to other provisions of this Section 8(B)(a), except as contemplated below, no further adjustment of the Conversion Price shall
be made by reason of such issue or sale.


 


(iii)
Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration,
if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible
Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time, the Conversion
Price in effect at the time of such increase or decrease shall be adjusted to the Conversion Price which would have been in effect at
such time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration
or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section
8(B)(a)(iii), if the terms of any Option or Convertible Security that was outstanding as of the date of issuance of this Note are increased
or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares of
Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such
increase or decrease. No adjustment pursuant to this Section 8(B) shall be made if such adjustment would result in an increase of the
Conversion Price then in effect.


 




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(iv)
Calculation of Consideration Received. If any Option and/or Convertible Security is issued in connection with the issuance or
sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”,
and such Option and/or Convertible Security, the “Secondary Securities”), together comprising one integrated transaction,
the consideration per share of Common Stock with respect to such Primary Security shall be deemed to be equal to the difference of (x)
the lowest price per share for which one share of Common Stock was issued in such integrated transaction (or was deemed to be issued
pursuant to Section 8(B)(a)(i) or 9(B)(a)(ii) above, as applicable) solely with respect to such Primary Security, minus (y) with respect
to such Secondary Securities, the fair market value of such Secondary Securities as agreed to by the Company and Holder and absent such
agreement by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser
shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.


 


(v)
Other Adjustment. Upon any issuances of Warrants in connection with such issuances, sales or agreement in writing to issue Common
Stock or Common Stock Equivalents by the Company, Investor will have the right to receive a proportionate amount of such Warrants, cash
or Shares, at Investor’s sole election, valued using the Black Scholes formula. The Company shall provide Investor with written
notice of any such proposed issuance or with any Warrant sale under this section. The Borrower will issue 500,000 Warrants to purchase
common stock of the Borrower exercisable at a strike price of $3.00 and expiring in 3 years from the Closing Date.


 


(C)
Calculations. All calculations under this Section 8(b) 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 8(b) 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 Company) issued and outstanding.


 


	 

     
	(D)	Notice
    to the Holder.


 (i)
Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 8(D), Company
shall provide 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 within two business days of such event.


 




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(ii).
Notice to Allow Conversion by Holder. If (A) Company shall declare a dividend (or any other distribution in whatever form) on
the Common Stock, (B) Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) 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 Company shall be required in connection with any reclassification
of the Common Stock, any consolidation or merger to which Company is a party, any sale or transfer of all or substantially all of the
assets of Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or
(E) Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrower, then, in
each case, 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, distributions, redemption, rights or warrants are to be determined
or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective
or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares
of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer
or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect
the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes,
or contains, material, non-public information regarding Company or any of the Subsidiaries, Company shall simultaneously file such notice
with the Commission pursuant to a Current Report on Form 6-K. The Holder shall remain entitled to convert this Note during the 20-day
period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be
expressly set forth herein.


 


(E)
Voluntary Adjustment by Company. The Company may at any time during the term of this Note, with the prior written consent of the
Holder, reduce the then current Conversion Price to any amount and for any period of time deemed appropriate by the Board of Directors
of the Company.


 


(9)
NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation,
Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of
securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and
will at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights
of the Holder of this Note.


 




    	 15



     


    

  


,
however, that in no event shall the Conversion Price be a price less than the Market Price.


 


(11)
VOTING RIGHTS. The Holder shall have no voting rights as the holder of this Note, except as required by law and as expressly provided
in this Note.


 


	 	(12)	COVENANTS.


 


(a)
Incurrence of Indebtedness. So long as this Note is outstanding, the Company shall not, and the Company shall not permit any of
its Subsidiaries to, directly or indirectly, incur or guarantee, assume or suffer to exist any additional secured and unsecured ndebtedness,
other than Permitted Indebtedness.


 


(b)
Existence of Liens. So long as this Note is outstanding, the Company shall not, and the Company shall not permit any of its Subsidiaries
to, directly or indirectly, allow or suffer to exist any additional secured and unsecured Liens other than Permitted Liens.


 


(c)
Change in Nature of Business. The Company shall not make, or permit any of its Subsidiaries to make, any change in the nature
of its business as described in the Company’s most recent Annual Report filed on Form 20-F with the SEC. The Company shall not
modify its corporate structure or purpose.


 


(d)
Intellectual Property. The Company shall not, and the Company shall not permit any of its Subsidiaries, directly or indirectly,
to encumber or allow any Liens on, any of its own or its licensed copyright rights, copyright applications, copyright registrations and
like protections in each work of authorship and derivative work, whether published or unpublished, any patents, patent applications and
like protections, including improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the
same, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not,
and the goodwill of the business of the Company and its Subsidiaries connected with and symbolized thereby, know-how, operating manuals,
trade secret rights, rights to unpatented inventions, and any claims for damage by way of any past, present, or future infringement of
any of the foregoing, other than Permitted Liens.


 


(e)
Preservation of Existence, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve,
its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and
in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its
business makes such qualification necessary.


 


(f)
Maintenance of Properties, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve,
all of its properties which are necessary or useful in the proper conduct of its business in good working order and condition, ordinary
wear and tear excepted, and comply, and cause each of its Subsidiaries to comply, at all times with the provisions of all leases to which
it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder.


 




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(g)
Maintenance of Insurance. The Company shall maintain, and cause each of its Subsidiaries to maintain insurance with responsible
and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business
interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts
and covering such risks as is required by any governmental authority having jurisdiction with respect thereto or as is carried generally
in accordance with sound business practice by companies in similar businesses similarly situated.


 


(h)
Transactions with Affiliates. The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, extend
or be a party to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer
or exchange of property or assets of any kind or the rendering of services of any kind) with any Affiliate, except in the ordinary course
of business in a manner and to an extent consistent with past practice and necessary or desirable for the prudent operation of its business,
for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable arm’s
length transaction with a Person that is not an Affiliate thereof.


 


(i)
Corporate Changes. The Company shall not change its corporate name, legal form or jurisdiction of formation without twenty (20)
days’ prior written notice to Holder. Company shall not enter into or be party to a Fundamental Transaction unless in violation
of Section 6 hereof. Company shall not relocate its chief executive office or its principal place of business unless it has provided
prior written notice to Holder.


 


(j)
Reserved.


 


(k)
Charter Amendments. The Company shall not amend its charter documents, including, without limitation, its certificate of incorporation
and bylaws, in any manner that materially and adversely affects any rights of the Holder.


 


(l)
Repurchase. The Company shall not repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis
number of shares of its Common Stock or common stock equivalents other than as to the Conversion Shares as permitted or required
under the Transaction Documents.


 


(m)
Redemption. The Company shall not redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash
or cash equivalents (in whole or in part, whether by way of open market purchases, tender offers, private transactions or otherwise),
all or any portion of any Indebtedness (other than the Note if on a pro-rata basis), whether by way of payment in respect of principal
of (or premium, if any) or interest on, such Indebtedness, the foregoing restriction shall also apply to Permitted Indebtedness from
and after the occurrence of an Event of Default.


 




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(n)
Declaration. The Company shall not declare or make any dividend or other distribution of its assets or rights to acquire its assets
to holders of shares of Common Stock, by way of return of capital or otherwise including, without limitation, any distribution of cash,
stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement
or other similar transaction.


 


	

     
	 	(o)
The Company shall not enter into any agreement with respect to any of the foregoing.

	 	 	 


(13)
TRANSFER. This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred
according to the Purchase Agreement.


 


	 	(14)	REISSUANCE
    OF THIS NOTE.


 


(a)
Transfer. If this Note is to be transferred, the Holder shall instruct the Company who the new Holder will be and this Note will
be automatically cancelled. The Company will issue and deliver the new Note within two (2) days of such notice.


 


(b)
Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder
to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute
and deliver to the Holder a new Note (in accordance with Section 14(d)) representing the then outstanding Principal amount of the Note.


 


(c)
Note Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Note or Notes (in accordance with Section 14(d) representing in the aggregate the outstanding Principal
of this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the
time of such surrender.


 


(d)
Issuance of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note
(i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding
(or in the case of a new Note being issued pursuant to Section 14(a) or Section 14(c), the Principal designated by the Holder which,
when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal
remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated
on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as
this Note, and (v) shall represent accrued and unpaid Interest. on the Principal and Interest of this Note, from the Issuance Date.


 




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(15)
REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative
and in addition to all other remedies available under this Note and any of the other Transaction Documents, at law or in equity (including
a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual
and consequential damages for any failure by the Company to comply with the terms of this Note. Amounts set forth or provided for herein
with respect to payments, conversion, redemption 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).
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy
at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach,
the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity
of showing economic loss and without any bond or other security being required.


 


(16)
PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note is placed in the hands of an attorney for collection or enforcement
or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note
or to enforce the provisions of this Note or (b) 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 the costs and expenses 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.


 


(17)
CONSTRUCTION; HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed
against any person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect
the interpretation of, this Note.


 


(18)
FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privilege.


 


(19)
DISPUTE RESOLUTION. In the case of a dispute as to the determination of the arithmetic calculation of the Conversion Rate, the
Conversion Price or any Redemption Price, the Company shall submit the disputed determinations or arithmetic calculations via facsimile
or electronic mail within one (1) Business Days of receipt, or deemed receipt, of the Conversion Notice or Redemption Notice or other
event giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree upon such determination
or calculation within two (2) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then
the Company shall, within two (2) Business Days submit via facsimile or electronic mail the disputed arithmetic calculation of the Conversion
Rate, Conversion Price or any Redemption Price to an independent, outside accountant, selected by the Holder and approved by the Company,
such approval not to be unreasonably withheld, conditioned or delayed. The Company, at the Company’s expense, shall cause the accountant
to perform the determinations or calculations and notify the Company and the Holder of the results no later than five (5) Business Days
from the time it receives the disputed determinations or calculations. Such accountant’s determination or calculation shall be
binding upon all parties absent demonstrable error.


 




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	 	(20)	NOTICES;
    PAYMENTS.


 


(a)
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be
in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified,
return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, facsimile, or electronic mail, addressed as set forth below or to such other address as such party shall
have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be
deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is
to be received), or the first business day following such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received), or (b) upon receipt, when sent by electronic mail (provided confirmation of transmission
is electronically generated and keep on file by the sending party), or (c) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.
The addresses for such communications shall be: (i) if to Borrower, to: 10370 USA Today Way,Miramar, Fla 33025 if to the Holder, to:
the address and fax number indicated the Purchase Agreement,. Without limiting the generality of the foregoing, the Company shall give
written notice to the Holder (i) immediately upon any adjustment of the Conversion Price, setting forth in reasonable detail, and certifying,
the calculation of such adjustment and (ii) at least twenty (20) days prior to the date on which the Company closes its books or takes
a record (A) with respect to any dividend or distribution upon the Common Stock, (B) with respect to any pro rata subscription offer
to holders of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation,
provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided
to the Holder.


 


(b)
Payments. Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, such payment shall be
made in lawful money of the United States of America by a check drawn on the account of the Company and sent via overnight courier service
to such Person at such address as previously provided to the Company in writing; provided, that the Holder may elect to receive
a payment of cash via wire transfer of immediately available funds by providing the Company with prior written notice setting out such
request and the Holder’s wire transfer instructions. Whenever any amount expressed to be due by the terms of this Note is due on
any day, which is not a Business Day, the same shall instead be due on the next succeeding day, which is a Business Day.


 




    	 20



     


    

  


(21)
CANCELLATION. After all Principal, accrued Interest and other amounts at any time owed on this Note have been paid in full, this
Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.


 


(22)
WAIVER OF NOTICE. To the extent permitted by law, the Company hereby waives demand, notice, protest and all other demands and
notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.


 


(23)
GOVERNING LAW; JURISDICTION; JURY TRIAL. All questions concerning the construction, validity, enforcement and interpretation of
this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard
to the principles of conflicts of law thereof. The Company agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Note (whether brought against the Company, the Holder or their respective affiliates,
directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the
City of New York, County of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding
is improper or is an inconvenient venue for such proceeding. The Company hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to it at the address in effect for notices to it under the Purchase Agreement and agrees that such
service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any other manner permitted by law. If the Company or a Holder shall commence an action or proceeding
to enforce any provisions of the Note, then the prevailing party in such action or proceeding shall be reimbursed by the other party
for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of
such action or proceeding. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE
COMPANY KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


(24)
Severability. If any provision of this Note is prohibited by law or otherwise determined
to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable
shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability
of such provision shall not affect the validity of the remaining provisions of this Note so long as this Note as so modified continues
to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature,
invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal
obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties
will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),
the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 




    	 21



     


    

 


(25)
DISCLOSURE. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Note, unless the Company
has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the
Company or its Subsidiaries, the Company shall within one (1) Business Day after any such receipt or delivery publicly disclose such
material, nonpublic information on a Current Report on Form 6-K or otherwise. In the event that the Company believes that a notice contains
material, nonpublic information relating to the Company or its Subsidiaries, the Company so shall indicate to such Holder contemporaneously
with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating
to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries.


 


(26)
DUE DILIGENCE. Borrow will reimburse the Lender for legal fees and due diligence fees in the amount of $10,000 that will be deducted
from the funded amount.


 


(27)
INDEMNIFICATION. Borrower indemnifies Lender and their control persons, affiliates, and assignees from and against any and all
liabilities which may be incurred by them in connection with the transactions contemplated herein.


 


(27)
CERTAIN DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:


 


(a)
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled
by, or is under common control with, such Person, it being understood for purposes of this definition that “control” of a
Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of
directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.


 


(b)
“Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including,
any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed
or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of
the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or
any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated
with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act. For clarity, the purpose
of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.


 


(c)
“Bloomberg” means Bloomberg Financial Markets.


 


(d)
“Closing Date” shall be August 30, 2021.


 




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(e)
“Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing
bid price and last closing trade price, respectively, 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 bid price or the closing trade price,
as the case may be, then the last bid price or last trade price, respectively, of such security prior to 4:00 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 bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where
such security is listed or quoted for trading as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price
or last trade price, respectively, 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 bid price or last trade price, respectively, is reported for such security by Bloomberg,
the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the OTC Link or
“pink sheets” by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.). If the Closing Bid Price or the Closing Sale Price
cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price,
as the case may be, of such security on such date shall be the fair market value as mutually determined by the Company and the Holder.
If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant
to Section 19. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification
or similar transaction during the applicable calculation period.


 


(f)
“Common Stock” the Ordinary Shares of the Company and any other class of securities into which such securities may
hereafter be reclassified or changed.


 


(g)
“Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible into
or exercisable or exchangeable for shares of Common Stock.


 


(h)
“Default Interest Rate” means 18% per annum.


 


(i)
“Equity Interests” means (a) all shares of capital stock (whether denominated as common capital stock or preferred
capital stock), equity interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership
or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or
non-voting and (b) all securities convertible into or exchangeable for any of the foregoing and all warrants, options or other rights
to purchase, subscribe for or otherwise acquire any of the foregoing, whether or not presently convertible, exchangeable or exercisable.


 


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


 




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(k)
“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 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 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 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 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,
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 Common Stock, (y) at least 50% of the aggregate
ordinary voting power represented by issued and outstanding Common Stock not held by all such Subject Entities as of the date of this
Note 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 stockholders of the Company
to surrender their shares of Common Stock without approval of the stockholders of the Company or (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.


 




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(l)
“GAAP” means United States generally accepted accounting principles, consistently applied.


 


(m)
“Group” means a “group” as that term is used in Section 13(d) of the Exchange Act and as defined in Rule
13d-5 thereunder.


 


(n)
“Holiday” means a day other than a Business Day or on which trading does not take place on the Principal Market.


 


(o)
“Interest Rate” means 10% per annum if the Registration Statement is filed within 120 days and 12% if filed after
120 days.


 


(p)
“Market Price” shall mean the lowest Closing Bid Price on the Closing Date.


 


(q)
“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible
Securities.


 


(u)
“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person, including
such entity whose common capital stock or equivalent equity security is quoted or listed on a Trading Market (or, if so elected by the
Holder, any other market, exchange or quotation system), or, if there is more than one such Person or such entity, the Person or entity
designated by the Holder or in the absence of such designation, such Person or such entity with the largest public market capitalization
as of the date of consummation of the Fundamental Transaction.


 


(r)
“Permitted Indebtedness” means (i) Indebtedness evidenced by this Note; (ii) debt incurred to make acquisitions; (iii)
trade payables incurred in the ordinary course of business consistent with past practice, (iv) unsecured indebtedness not in excess of
$100,000 in the aggregate, (v) the Indebtedness set forth on Schedule 27(v) hereto; and (vi) Indebtedness secured by Permitted
Liens.


 


(s)
“Permitted Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate
proceedings for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising in the ordinary
course of business by operation of law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation
of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business
with respect to a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings, (iv)
Liens (A) 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 (B) existing on such equipment
at the time of its acquisition, provided that the Lien is confined solely to the property so acquired and improvements thereon, and the
proceeds of such equipment, (v) Liens incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by
Liens of the type described in clause (iv) above, provided that any extension, renewal or replacement Lien shall be limited to the property
encumbered by the existing Lien and the principal amount of the Indebtedness being extended, renewed or refinanced does not increase,
(vi) leases or subleases and licenses and sublicenses granted to others in the ordinary course of the Company’s business, not interfering
in any material respect with the business of the Company and its Subsidiaries taken as a whole, (vii) Liens in favor of customs and revenue
authorities arising as a matter of law to secure payments of custom duties in connection with the importation of goods, (viii) Liens
arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 4(a)(viii) and (ix)
liens listed on Schedule 27(v) hereto.


 




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(t)
“Principal Market” means the OTCQB tier of the OTC Markets.


 


(v)
“Redemption Dates” means, collectively, the Event of Default Redemption Dates, and the Optional Redemption Dates,
each of the foregoing, individually, a Redemption Date.


 


(w)
“Redemption Notices” means, collectively, the Event of Default Redemption Notices, and the Optional Redemption Notices,
each of the foregoing, individually, a Redemption Notice.


  


(y)
“Related Fund” means, with respect to any Person, a fund or account managed by such Person or an Affiliate of such
Person.


 


(z)
“Rule 144” shall have the meaning ascribed to such term in the Purchase Agreement.


 


(aa)
“SEC” means the United States Securities and Exchange Commission.


 


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


 


(cc)
“Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.


 


(dd)
“Successor Entity” means one or more Person or Persons (or, if so elected by the Holder, the Company or Parent Entity)
formed by, resulting from or surviving any Fundamental Transaction or one or more Person or Persons (or, if so elected by the Holder,
the Company or the Parent Entity) with which such Fundamental Transaction shall have been entered into.


 


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


 




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(ff)
“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common
Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the
nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based
on a Trading Day from 9:30 a.m. New York City time to 4:02 p.m. New York City time); (b) if the Common Stock is not then listed or quoted
for trading on a Trading Market and if prices for the Common Stock are then reported on the OTC Pink (or a similar organization or agency
succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or (c) in all
other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the
Holders of a majority in interest of the Note then outstanding and reasonably acceptable to the Company, the fees and expenses of which
shall be paid by the Company.


 


IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed as of the Issuance Date set out above.


STEMTECH
CORPORATION





____________________________


David
E. Price, Esq. Secretary, Corp Counsel


with
specific instructions and Authority of Charles Arnold, Dir., CEO


 




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SCHEDULE
27(V)


PERMITTED
INDEBTEDNESS AND LIENS


 


1.
“Permitted Liens” means any and all of the following: (i) Liens in favor of Lender; (ii) reserved, (iii) Liens for taxes,
fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings,
provided, that the Loan Party maintains adequate reserves therefor in accordance with GAAP; (iv) Liens securing claims or demands of
materialmen, artisans, mechanics, carriers, warehousemen, landlords and other like Persons arising in the ordinary course of the Loan
Party’s business or are being contested in good faith and by appropriate proceedings; provided, that the payment thereof is not
yet more than thirty (30) days overdue; (v) Liens arising from judgments, decrees or attachments in circumstances which do not constitute
an Event of Default hereunder; (vi) the following deposits, to the extent made in the ordinary course of business: deposits under worker’s
compensation, unemployment insurance, social security and other similar laws, or to secure the performance of bids, tenders or contracts
(other than for the repayment of borrowed money) or to secure indemnity, performance or other similar bonds for the performance of bids,
tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations (other than Liens arising under
ERISA or environmental Liens) or surety or appeal bonds, or to secure indemnity, performance or other similar bonds; (vii) Liens on Equipment
(financed or leased) or software or other intellectual property constituting purchase money Liens and Liens in connection with capital
leases securing Indebtedness permitted in clause (iii) of “Permitted Indebtedness”; (viii) reserved; (ix) leasehold interests
in leases or subleases and licenses granted in the ordinary course of business; (x) Liens arising out of consignment or similar arrangements
for the sale of goods or bills of lading, in each case of the foregoing, entered into by a Borrower or any Subsidiary in the ordinary
course of business; (xi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties
that are promptly paid on or before thirty (30) days past the date they become due; (xii) Liens on insurance proceeds securing the payment
of financed insurance premiums that are promptly paid on or before thirty (30) days past the date they become due (provided that such
Liens extend only to such insurance proceeds and not to any other property or assets); (xiii) Liens and statutory and common law rights
of set-off and other similar rights as to deposits of cash and securities in favor of banks, other depository institutions and brokerage
firms; (xiv) easements, zoning restrictions, rights-of-way and similar encumbrances on real property (and minor irregularities in the
title thereto) imposed by law or arising in the ordinary course of business so long as they do not materially impair the value or marketability
of the related property;) Liens on cash or cash equivalents securing obligations permitted under clause (vii) of the definition of Permitted
Indebtedness; and (xv) Liens incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by Liens of
the type described in clauses (i) through (xi) above; provided, that any extension, renewal or replacement Lien shall be limited to the
property encumbered by the existing Lien and the principal amount of the Indebtedness being extended, renewed or refinanced (as may have
been reduced by any payment thereon) does not increase.


 




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