Exhibit 10.1


 


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 IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. 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.


 








	Principal Amount: $38,750.00	Issue Date: April 22, 2021
	Purchase Price: $38,750.00	 






 


CONVERTIBLE
PROMISSORY NOTE


 


FOR
VALUE RECEIVED, Eco Innovation Group, Inc., a Nevada
corporation (hereinafter called the "Borrower"), hereby promises to pay to the order of GENEVA ROTH REMARK HOLDINGS, INC.,
a New York corporation, or registered assigns (the "Holder") the sum of $38,750.00
together with any interest as set forth herein, on April 22, 2022 (the "Maturity Date"), and to pay interest on the unpaid principal
balance hereof at the rate of ten percent (10%)(the "Interest Rate") per annum from the date hereof (the "Issue Date")
until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise.
This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein.
Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%)
per annum from the due date thereof until the same is paid ("Default Interest"). Interest shall commence accruing on the date
that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due
hereunder (to the extent not converted into Common stock, $0.001
par value per share (the "Common Stock") in accordance with the terms hereof) shall be made in lawful money of the United States
of America. All payments shall be made at such address as the
Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note.
Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in
that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the "Purchase
Agreement").


 


This
Note is free from all taxes, liens,
claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights
or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.


 


The following terms shall apply to this Note:


 


ARTICLE
I.


CONVERSION RIGHTS


 


1.1    Conversion
Right. The Holder shall
have the right from time to time, and
at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Note and ending
on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined
in Article Ill), each
in respect of the remaining outstanding amount of this Note, to


 




    	  





    	 



    


convert
all or any part of the outstanding and unpaid amount of this Note into fully paid and non assessable shares of Common Stock, as such Common
Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall
hereafter be changed or reclassified at the conversion price (the "Conversion Price")
determined as provided herein (a "Conversion"); provided, however, that in no event shall the Holder be entitled
to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares
of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially
owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of
the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares
of Common Stock issuable upon the conversion of the portion of this Note with respect to which the
determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than
4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership
shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The beneficial ownership limitations
on conversion as set forth in the section may NOT be waived by the Holder. The number of shares of Common Stock to be issued upon
each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price
then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the "Notice of Conversion"),
delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile
or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m.,
New York, New York time on such conversion date (the "Conversion Date"); however, if the Notice of Conversion is sent after
6:00pm, New York, New York time the Conversion Date shall be the next business day. The term "Conversion Amount" means, with
respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion (2) at the
Holder's option, accrued and unpaid interest, if any, on such principal amount at the interest rates
provided in this Note to the Conversion Date, (3) at the Holder's option, Default Interest,
if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2)


(4) at the Holder's
option, any amounts owed to the Holder pursuant to Sections 1.4 hereof.


 


1.2   
Conversion Price.
The Conversion Price shall be equal to the Variable Conversion Price (as defined herein)(subject
to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower's securities or
the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar
events). The "Variable
Conversion Price" shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%).
"Market Price" means
the lowest Trading Price (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the latest complete
Trading Day prior to the Conversion Date. "Trading
Price" means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system
or applicable trading market (the "OTC") as
reported by a reliable reporting service ("Reporting Service") designated by the Holder (i.e.
Bloomberg) or, if the OTC is not the principal trading market for such security,
the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded
or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any
market makers for such security that are listed in the "pink sheets".
If the Trading Price cannot be calculated for such security on such date in the manner provided
above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest
of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of
such Notes. "Trading Day" shall mean any day on which the


 


 




    	  





    	 



    


Common
Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock
is then being traded.


 


1.3   
Authorized Shares.
The Borrower covenants that during the period the conversion right exists, the Borrower
will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for
the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required
at all times to have authorized and reserved eight times the number of shares that would be issuable upon full conversion of the Note
(assuming that the 4.99% limitation set forth in Section 1.1 is not in effect)(based on the respective Conversion Price of the Note (as
defined in Section 1.2) in effect from time to time, initially 7,818,411 shares)(the "Reserved Amount"). The Reserved Amount
shall be increased (or decreased with the written consent of the Holder) from time to time in accordance with the Borrower's obligations
hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In
addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares
of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make
proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive
rights, for conversion of the outstanding Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to
issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute
full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary
certificates for shares of Common Stock in accordance with the terms and conditions of this Note.


 


If, at any time the
Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.


 


		1.4	Method of Conversion.



 


(a)   
Mechanics of Conversion. As set forth in Section 1.1 hereof, from time to
time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Note and
ending on the later of:(i) the
Maturity Date and (ii) the date of payment of the Default Amount, this Note may be converted by the Holder in whole or in part at any
time from time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable
means of communication dispatched on the Conversion Date prior to 6:00
p.m., New York, New York time) and (B) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower (upon
payment in full of any amounts owed hereunder).


 


(b)   
Surrender of Note Upon Conversion.
Notwithstanding anything to the contrary set
forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically
surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted.
The Holder and the Borrower shall maintain records showing the principal amount so
converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower,
so as not to require physical surrender of this Note upon each such conversion.


 


(c)  
Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of
a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for
conversion as provided in this


 




    	  





    	 



    


Section
1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the
Common Stock issuable upon such conversion within three (3) business days after such receipt (the "Deadline")
(and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of
this Note) in accordance with the terms hereof and the Purchase Agreement. Upon
receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable
upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to
reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this
Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets,
as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower's obligation
to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action
by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any
person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder
of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation
to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder
in connection with such conversion.


 


(d)   Delivery
of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion,
provided the Borrower is participating in the Depository Trust Company ("OTC") Fast Automated Securities Transfer ("FAST")
program, upon request of the Holder and its compliance with the provisions set forth herein, the Borrower shall use its best efforts
to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account
of Holder's Prime Broker with OTC through its Deposit Withdrawal Agent Commission ("DWAC") system.


 


(e)  
Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder's
right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock
issuable upon conversion of this Note is not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall
pay to the Holder


$2,000
per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the "Fail to Deliver Fee");
provided; however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e., transfer agent; and
not the result of any failure to pay such transfer agent) despite the best efforts of the Borrower to effect delivery of such Common Stock.
Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of
the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added
to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such
additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note.
The Borrower agrees that the right to convert is a valuable right to the Holder.
The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult
if not impossible to qualify. Accordingly, the parties acknowledge
that the liquidated damages provision contained in this Section 1.4(e) are justified.


 


1.5    
 Concerning the Shares. The shares of Common Stock issuable upon conversion
of this Note may not be sold or transferred unless: (i)
such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have
been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions


 




    	  





    	 



    


of
counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an
exemption from such registration (such as Rule 144 or a successor rule) ("Rule 144"); or (iii) such shares are transferred to
an "affiliate" (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance
with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement).


 


Any
restrictive legend on certificates representing shares of Common Stock issuable upon conversion of this Note shall be removed and the
Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if the Borrower or its transfer agent shall
have received an opinion of counsel from Holder's counsel, in form, substance and scope customary for opinions of counsel in comparable
transactions, to the effect that (i) a public sale or transfer of such Common Stock may be made without registration under the Act, which
opinion shall be accepted by the Company so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable upon
conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the
Act; or otherwise may be sold pursuant to an exemption from registration. In the event that the Company does not reasonably accept the
opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such
as Rule 144), at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.


 


		1.6	Effect of Certain Events.



 


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


 


(b)   
Adjustment Due to Merger, Consolidation, Etc.
If, at any time when this Note is issued and outstanding and prior to conversion
of all of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event,
as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another
class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially
all of the assets of the Borrower other than in connection with a plan of complete liquidation of
the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis
and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion,
such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted
in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case
appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions
hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion
of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable
upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives,
to the extent practicable, ten (10)


 




    	  





    	 



    


days
prior written notice (but in any event at least five (5) days prior written notice) of the record date of the special meeting of shareholders
to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization,
reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b)
the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument
the obligations of this Note. The above provisions shall similarly
apply to successive consolidations, mergers, sales, transfers or share exchanges.


 


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


 


1.7    
Prepayment. Notwithstanding anything to the contrary contained in this Note,
at any time during the periods set forth on the table immediately following this paragraph (the "Prepayment
Periods") or as otherwise agreed to between the Borrower and the Holder, the Borrower shall have the right, exercisable on
not more than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued
interest), in full, in accordance with this Section 1.7. Any
notice of prepayment hereunder (an "Optional Prepayment Notice") shall be delivered to the Holder of the Note at its registered
addresses and shall state: (1)
that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three


(3)
Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the "Optional Prepayment Date"),
the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the direction of the Holder as
specified by the Holder in a writing to the Borrower (which shall direction to be sent to Borrower by the Holder at least one (1) business
day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to
the Holder of an amount in cash equal to the percentage ("Prepayment Percentage") as set forth in the table immediately following
this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then outstanding principal amount of this
Note


(x)
accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date
(y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) (z) any amounts owed to the Holder pursuant to
Section 1.4 hereof (the "Optional Prepayment Amount").





 


	Prepayment
  Period	Prepayment
  Percentage
	The
                                 period beginning on the Issue Date and ending on the date in which is one hundred eighty (180) days
                                 following the Issue Date.

	140%






  


After
the expiration of the Prepayment Periods set forth above, the Borrower may submit an Optional Prepayment Notice to the
Holder. Upon receipt by the Holder of the Optional
Prepayment Notice post Prepayment Periods, the prepayment shall be subject to the Holder's and the Borrower's agreement with respect
to the applicable Prepayment Percentage.


 


 




    	  





    	 



    


Notwithstanding
anything contained herein to the contrary, the Holder's conversion rights herein shall not be affected in any way until the Note is fully
paid (funds received by the Holder) pursuant to an Optional Prepayment Notice.


 


ARTICLE II. CERTAIN
COVENANTS


 


2.1
Sale of Assets. So long as the
Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder's written consent, sell, lease or otherwise
dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets
may be conditioned on a specified use of the proceeds of disposition.


 


ARTICLE
Ill. EVENTS OF DEFAULT


 


If any of the following events of default (each,
an "Event of Default") shall occur:


 


3.1   Failure to Pay Principal and Interest.
The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity or upon acceleration and
such breach continues for a period of five (5) days after written notice from the Holder.


 


3.2  
Conversion and the Shares.
The Borrower fails to issue shares of
Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the
Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails
to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares
of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower
directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically
or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant
to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or
hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer
instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or
otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does
not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement,
statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall
have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent.
It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by
the Borrower to its transfer agent.
If at the option of the Holder, the
Holder advances any funds to the Borrower's transfer agent in order to process a conversion,
such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.


 


3.3   Breach of Covenants.
The Borrower breaches any material covenant or other
material term or condition contained in this Note and any collateral documents including but not limited to the Purchase Agreement and
such breach continues for a period of twenty (20) days after written notice thereof to the Borrower from the Holder.


 


3.4  
Breach of Representations and Warranties. Any
representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto
or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or


 




    	  





    	 



    


misleading
in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the
rights of the Holder with respect to this Note or the Purchase Agreement.


 


3.5  
  Receiver or Trustee. The Borrower or any subsidiary
of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee
for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.


 


3.6      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 Borrower or any subsidiary of the Borrower.


 


3.7     
Delisting of Common Stock. The Borrower shall
fail to maintain the listing of the Common Stock on at least one of the OTC (which specifically includes the quotation platforms maintained
by the OTC Markets Group) or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York
Stock Exchange, or the American Stock Exchange.


 


3.8      Failure to Comply with the Exchange
Act. The
Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the
reporting requirements of the Exchange Act.


 


3.9     
Liquidation.
Any dissolution, liquidation, or winding
up of Borrower or any substantial portion of its business.


 


3.10 
Cessation of Operations. Any cessation of operations
by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any
disclosure of the Borrower's ability to continue as a "going concern" shall not be an admission that the Borrower cannot pay
its debts as they become due.


 


3.11 
Financial Statement Restatement. The restatement
of any financial statements filed by the Borrower with the SEC at any time after 180 days after the Issuance Date for any date or period
until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial statement,
have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.


 


3.12  
 Replacement of Transfer Agent.
In the event that the Borrower proposes
to replace its transfer agent,
the Borrower
fails to provide, prior to the effective date
of such replacement, a
fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including
but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer
agent to Borrower and the Borrower.


 


3.13   
Cross-Default.
Notwithstanding anything to the contrary
contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term
or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods,
shall,
at the option of the Holder, be considered
a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all
rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement
or hereunder. "Other Agreements" means, collectively,


 




    	  





    	 



    


all
agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the
Holder, including, without limitation, promissory notes; provided, however, the term "Other
Agreements" shall not include the related or companion documents to this Note.
Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other
existing and future debt of Borrower to the Holder.


 


Upon
the occurrence and during the continuation of any Event of Default specified in Section 3.1
(solely with respect to failure to pay the principal hereof or interest thereon when due at the Maturity Date), the Note shall become
immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal
to the Default Sum (as defined herein). UPON THE OCCURRENCE AND DURING THE CONTINUATION
OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND THE BORROWER SHALL PAY TO THE
HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT SUM (AS DEFINED HEREIN); MULTIPLIED BY
(Z) TWO (2). Upon the occurrence and during the continuation of any Event of Default specified in Sections 3.1 (solely with respect to
failure to pay the principal hereof or interest thereon when due on this Note upon a Trading Market Prepayment Event pursuant to Section
1.7 or upon acceleration), 3.3, 3.4, 3.7, 3.8, 3.10, 3.11, 3.12, 3.13, and/or 3.14 exercisable through the delivery of written notice
to the Borrower by such Holders (the "Default Notice"),
and upon the occurrence of an Event of Default specified the remaining sections of Articles Ill (other than failure to pay the principal
hereof or interest thereon at the Maturity Date specified in Section 3,1 hereof), the Note shall become immediately due and payable and
the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the greater of (i) 150% times
the sum of (w) the then outstanding principal amount of this Note (x) accrued and unpaid interest on the unpaid principal
amount of this Note to the date of payment (the "Mandatory Prepayment Date") (y) Default Interest, if any, on the amounts referred
to in clauses (w) and/or (x) (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof (the then outstanding principal
amount of this Note to the date of
payment theamounts
referred to in clauses (x), (y) and
(z) shall collectively be known as the "Default
Sum") or (ii) the "parity value" of the Default Sum to be prepaid, where parity value means (a) the highest number of
shares of Common Stock issuable upon conversion of or otherwise pursuant to such Default Sum in accordance with Article I, treating the
Trading Day immediately preceding the Mandatory Prepayment Date as the "Conversion
Date" for purposes of determining the lowest applicable Conversion Price, unless the Default Event arises as a result of a breach
in respect of a specific Conversion Date in which case such Conversion Date shall be the Conversion Date), multiplied by (b) the
highest Closing Price for the Common Stock during the period beginning on the date of first occurrence of the Event of Default and ending
one day prior to the Mandatory Prepayment Date (the "Default Amount") and all other amounts payable hereunder shall immediately
become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs,
including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights
and remedies available at law or in equity.


 


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


 





    	  





    	 



    
ARTICLE IV. MISCELLANEOUS


 



4.1     
Failure or Indulgence Not Waiver.
No failure or delay on the part of the
Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise
of any such power, right or privilege preclude other or further exercise thereof or of any other right,
power or privileges.
All rights and remedies existing hereunder
are cumulative to, and
not exclusive of, any
rights or remedies otherwise available.


 


4.2      
Notices.
All notices, demands, requests,
consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited
in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with
charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address
as such party shall have specified most recently by written notice.
Any notice or other communication required
or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation
generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of
mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall
first occur. The addresses for such communications shall be:


 


If to the Borrower, to:


 


Eco
Innovation Group, Inc. 16525 Sherman Way, Suite C-1 Van Nuys,
CA 91406 julia.otey@ecoig.com


Attn:
Julia Otey-Raudes, Chief Executive Officer If to the Holder:


GENEVA ROTH REMARK HOLDINGS, INC.


111 Great
Neck Road, Suite 214 Great Neck, NY 11021


Attn:
Curt Kramer, Chief Executive Officer
e-mail: genevarothremark@gmail.com


 


With
a copy by fax only to (which copy shall not constitute notice): 


Naidich
Wurman LLP


111
Great Neck Road, Suite 216


Great
Neck, NY
11021 Attn: Allison Naidich
facsimile: 516-466-3555


e-mail: allison@nwlaw.com


 


4.3     
Amendments. This Note and any
provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder.
The term "Note"
and all reference thereto, as used throughout
this instrument, shall mean this instrument (and the other Notes issued pursuant to


 




    	  





    	 



    


the
Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.


 


4.4      
Most Favored Nation.
During the period where any monies are
owed to the Holder pursuant to this Note, if the Borrower engages in any future financing transactions with a third party investor, the
Borrower will provide the Holder with written notice (the "MFN
Notice") thereof promptly but in
no event less than 10 days prior to closing any financing transactions. Included with the MFN Notice shall be a copy of all documentation
relating to such financing transaction and shall include, upon written request of the Holder, any additional information related to such
subsequent investment as may be reasonably requested by the Holder.
In the event
the Holder determines that the terms
of the subsequent investment are preferable to the terms of the securities of the Borrower issued to the Holder pursuant to the terms
of the Purchase Agreement, the Holder will notify the Borrower in writing. Promptly after receipt of such written notice from the Holder,
the Borrower agrees to amend and restate the Securities (which may include the conversion terms of this Note), to be identical to the
instruments evidencing the subsequent investment. Notwithstanding the foregoing, this Section 4.4 shall not apply in respect
of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock.
"Exempt Issuance" means
the issuance of: (a)
shares of Common Stock or options to employees, officers, consultants, advisors or directors of the Borrower pursuant to any stock or
option plan duly adopted for such purpose by a majority of the members of the Board of Directors
or a majority of the members of a committee of directors established for such purpose, (b) securities upon the exercise or exchange of
or conversion of this Note and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued
and outstanding on the date hereof, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority
of the disinterested directors of the Borrower, provided that any such issuance shall only be to a Person which is, itself or through
its subsidiaries, an operating company in a business synergistic with the business of the Borrower and in which the Borrower receives
benefits in addition to the investment of funds, but shall not include a transaction in which the Borrower is issuing securities primarily
for the purpose of raising capital or to an entity whose primary business is investing in securities.


 


4.5      
Assignability. This Note shall be binding upon
the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee
of this Note must be an "accredited investor" (as defined in Rule 501(a) of the Securities and Exchange Commission). Notwithstanding
anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or
other lending arrangement; and may be assigned by the Holder without the consent of the Borrower.


 


4.6     
Cost of Collection.
If default is made in the payment of
this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys' fees.


 


4.7      
Governing
Law.
This Note
shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of
laws. Any
action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state
courts of New York or in the federal courts located in the state and county of Nassau.
The parties to this Note hereby irrevocably
waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction
or venue or based upon forum non conveniens.
The Borrower and Holder waive trial
by jury. The
prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision
of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule
of law, then such provision shall be deemed inoperative to the extent that


 


 




    	  





    	 



    


it
may conflict therewith and shall be deemed modified to conform with such statute or rule of law.
Any such provision which may prove invalid or unenforceable
under any law shall not affect the validity or enforceability of any other provision of any agreement.
Each party hereby irrevocably waives personal service
of process and consents to process being served in any suit,
action or proceeding in connection with this Note,
any agreement or any other document delivered in connection
with this Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.


 


4.8    
Purchase Agreement. By its acceptance
of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.


 


4.9     
Remedies. The Borrower acknowledges
that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the
transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under
this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note,
that the Holder shall be entitled, in
addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or
injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without
the necessity of showing economic loss and without any bond or other security being required.


 




    	  





    	 



    


 


IN WITNESS WHEREOF,
Borrower has caused this Note to be signed in its name by its duly authorized officer this on April 22, 2021.


 


Eco Innovation Group Inc


 


By:  /s/ Julia Otey-Raudes


Julia Otey-Raudes


Chief Executive Officer