Exhibit 10.2


 


NEITHER THIS SECURITY NOR THE SECURITIES WHICH MAY BE ISSUED HEREUNDER HAVE BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE
TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A
BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


Original Issue Date: November 3, 2017


Principal Amount: $_________.00


 


 


PROMISSORY
NOTE


 


Probility
Media CorpORATION


 


DUE
July 3, 2019


 


THIS PROMISSORY NOTE (the
“Note”) is a duly authorized and validly issued promissory note of Probility Media Corporation, a Nevada corporation
(the “Company”), issued on November 3, 2017 (the “Original Issue Date”), and such Note is
due and payable on July 3, 2019 (the “Maturity Date”).


 


FOR VALUE RECEIVED,
the Company promises to pay to the order of ____________, or its registered assigns (the “Holder”), or shall
have paid pursuant to the terms hereunder, the principal sum of $___________.00 (the “Principal Amount”) on
the Maturity Date or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest
to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions
hereof. The full consideration paid to the Company for this Note is $___________.00 (the “Consideration”), due
to an original issuance discount (representing $___________.00 of the Principal Amount) (the “OID”), and such
OID shall be applied in full at the closing of issuance of the Note on the Original Issue Date. At the Original Issue Date, the
outstanding principal amount under this Note shall be $____________.00, which includes the principal amount of the Note and the
OID. This Note is also subject to the following additional provisions:


 


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


 


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


 


“Amortization
Payment Date” shall mean the date that is ninety-one (91) days after the Original Issue Date.


 


“Bankruptcy
Event” means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule
1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment
of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or
any Significant Subsidiary thereof, (b) there is commenced against the Company or any Significant Subsidiary thereof any such case
or proceeding that is not dismissed within 60 days after commencement, (c) the Company or any Significant Subsidiary thereof is
adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the
Company or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part
of its property that is not discharged or stayed within 60 calendar days after such appointment, (e) the Company or any Significant
Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Company or any Significant Subsidiary thereof
calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts or (g) the Company
or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence
in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.


 


 


 




    	 	1	 



     


    

 


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


 


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


 


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


 


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


 


“Common
Stock” shall mean the Company’s common stock, par value $0.001 per share.


 


“DTC”
means the Depository Trust Company.


 


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


 


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


 


“Equity
Conditions” means the total trading volume in shares of Common Stock over the preceding 30 days was equal to or greater
than ten (10) times the amount of shares derived in the In-Kind Payment Prices of the applicable Monthly Payment.


 


“Event
of Default” shall have the meaning set forth in Section 6(a).


 


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


 


“In-Kind
Payment Shares” means, collectively, the shares of Common Stock issuable upon in-kind payment of this Note in accordance
with the terms hereof.


 


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


 


“Mandatory
Default Amount” means the payment of 110% of the outstanding principal amount of this Note and accrued and unpaid interest
hereon, in addition to the payment of all other amounts, costs, expenses and liquidated damages due in respect of this Note.


 


“New
York Courts” shall have the meaning set forth in Section 7(d).


 


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


 


“Notice
of In-Kind Payment Election” shall have the meaning set forth in Section 4(a).


 


 


 






    	 	2	 



     


    

 


“Original
Issue Date” means November 3, 2017, the date of the first issuance of this Note, regardless of any transfers of any Note
and regardless of the number of instruments which may be issued to evidence such Note.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Purchase
Agreement” means the Securities Purchase Agreement, dated as of November 3, 2017 by and between the Company and the original
Holder, as amended, modified or supplemented from time to time in accordance with its terms.


 


“Registration
Statement” means a registration statement covering the resale of the In-Kind Payment Shares by each Holder.


 


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


 


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


 


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


 


“Trading
Day” means a day on which the Common Stock is traded or quoted on a Trading Market.


 


“Trading
Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the Nasdaq Capital Market, the American Stock Exchange, the New York Stock Exchange, the Nasdaq National Market, or
the OTCQX and OTCQB.


 


“Transaction
Documents” means this Note, the Warrants, the Purchase Agreement and any other documents or agreements executed in connection
with the transactions contemplated under the Purchase Agreement.


 


Section 2.          Amortization and
Interest.


 


a)          Amortization and Installment Payments. Beginning on the Amortization Payment Date, the Company shall begin to make
monthly amortization payments as set forth on Schedule A (each a “Monthly Payment”), in cash to the Holder,
until this Note is repaid in full. Commencing on the 180th day after the Original Issue Date, the Holder may elect to
receive, in whole or in part, the Monthly Payments in Common Stock, in the event that the Equity Conditions detailed above are
satisfied. The “In-Kind Payment Price” upon such election shall be equal to 75% of the lowest three trade prices
of the Common Stock during the 20 trading days immediately preceding the Monthly Payment date, except that, following the occurrence
of any Event of Default, such election shall be equal to 65% of the lowest trade price of the Common Stock during the 20 trading
days immediately preceding the Monthly Payment date.


 


b)          Late Fee. All overdue accrued and unpaid Monthly Payments to be paid hereunder shall accrue a late fee at an interest
rate equal to the maximum rate permitted by applicable law (the “Late Fees”) which shall accrue daily from the
date such Monthly Payments are due hereunder through and including the date of actual payment in full. Upon the occurrence of an
Event of Default, which is not cured within ten (10) Business days after the Holder provides written notice of such applicable
Event of Default to the Company, the Holder shall have the right to require the Company to make payment to the Holder of an amount
in cash equal to the sum of the then outstanding principal amount of this Note multiplied by 110%.


 


c)          Prepayment.
The Company may only prepay this Note upon the written consent of the Holder.


 


Section
3.          Registration of Transfers and Exchanges.


 


a)          Different
Denominations. This Note is exchangeable for an equal aggregate principal amount of promissory notes of different authorized denominations,
as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.


 


 


 






    	 	3	 



     


    

 


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


 


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


 


Section 4. In-Kind Payment
Election.


 


a)           In the event Holder elects to receive the Monthly Payments in Common Stock as set forth in Section 2(a), the Holder
shall deliver to the Company a Notice of In-Kind Payment Election, the form of which is attached hereto as Annex A (each,
a “Notice of In-Kind Payment Election”), specifying therein the principal amount of this Note to be converted
and the date on which such in-kind payment shall be effected (such date, the “In-Kind Payment Date”). The Holder
shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all
accrued and unpaid interest thereon, has been paid in full.


 


b)          Delivery of Certificate Upon In-Kind Payment. Not later than three (3) Trading Days after each In-Kind Payment Date
(the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder a certificate
or certificates representing the In-Kind Payment Shares which, on or after the date on which such In-Kind Payment Shares are eligible
to be sold under Rule 144 without the need for current public information and the Company has received an opinion of counsel to
such effect reasonably acceptable to the Company (which opinion the Company will be responsible for obtaining) shall be free of
restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement) representing
the number of In-Kind Payment Shares being acquired upon the payment of this Note. All certificate or certificates required to
be delivered by the Company under this Section 4(b) shall be delivered electronically through the Depository Trust Company
or another established clearing corporation performing similar functions. If the In-Kind Payment Date is prior to the date on which
such In-Kind Payment Shares are eligible to be sold under Rule 144 without the need for current public information the In-Kind
Payment Shares shall bear a restrictive legend in the following form, as appropriate:


 


“NEITHER THE ISSUANCE
AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY
NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN
A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 


Notwithstanding the foregoing,
commencing on such date that the In-Kind Payment Shares are eligible for sale under Rule 144 subject to current public information
requirements, the Company, upon request of the Holder, shall obtain a legal opinion to allow for such sales under Rule 144, at
the Company’s expense.


 


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


 


 


 




    	 	4	 



     


    

 


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


 


iii.        Reservation of Shares Issuable Upon In-Kind Payment Election. The Company covenants that it will at all times reserve
and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock sufficient to satisfy
its obligations under Section 3(c) and Section 4(y) of the Purchase Agreement, irrespective of beneficial ownership
limitations. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized,
validly issued, fully paid and nonassessable, and, at such times as the Registration Statement covering such shares is then effective
under the Securities Act, will be registered for public resale in accordance with such Registration Statement. The Company acknowledges
that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon exercise of this
Warrant, and agrees that its issuance of this Warrant 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 Warrant.


 


iv.        Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the in-kind
payment of this Note. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such in-kind
payment, the Company shall round up to the next whole share.


 


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


 


 


 




    	 	5	 



     


    

 


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


 


Section 5.          Certain Adjustments.


 


a)       Adjustment
of In-Kind Payment Price upon Subdivision, Combination, or Reclassification of Common Stock. If the Company, at any time while
this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common
Stock on shares of Common Stock or any common stock equivalents (which, for avoidance of doubt, shall not include any shares of
Common Stock issued by the Company upon conversion of, or payment of interest on, this Note), (ii) subdivides outstanding shares
of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares
of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock,
any shares of capital stock of the Company, then the In-Kind Payment Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such
event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any
adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case
of a subdivision, combination or re-classification.


 


 


 






    	 	6	 



     


    

 


b)          Dilutive Issuances. If, at any time when this Note is issued and outstanding, the Company issues or sells any shares
of Common Stock for no consideration or for a consideration per share which is less than the In-Kind Payment Price in effect on
the date of such issuance of such shares of Common Stock (a “Dilutive Issuance”), then immediately upon the
Dilutive Issuance, the In-Kind Payment Price will be reduced to the amount of the consideration per share received by the Company
in such Dilutive Issuance.


 


c)          Intentionally Omitted.


 


d)          Intentionally
Omitted.


 


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


 


 


 




    	 	7	 



     


    

 


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


 


g)          Notice
to the Holder Regarding Adjustment to In-Kind Purchase Price. Whenever the In-Kind Purchase Price is adjusted pursuant to any
provision of this Section 5, the Company shall promptly deliver to each Holder a notice setting forth the In-Kind Purchase
Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.


 


Section 6.          Events of Default.


 


a)          “Event of Default” means, wherever used herein, any of the following events (whatever the reason for
such event and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment,
decree or order of any court, or any order, rule or regulation of any administrative or governmental body):


 


i.        any
default in the payment of (A) the principal amount of any Note or (B) interest, liquidated damages and other amounts owing to
a Holder on any Note, as and when the same shall become due and payable (whether on a Monthly Payment date or by acceleration
or otherwise);


 


ii.        the Company shall materially fail to observe or perform any other covenant or agreement contained in the Note (other than
a breach by the Company of its obligations to deliver shares of Common Stock to the Holder upon in-kind payment election, which
breach is addressed in clause (xi) below) which failure is not cured, if possible to cure, within the earlier to occur of (A)
5 Trading Days after notice of such failure sent by the Holder or by any other Holder to the Company and
(B) 10 Trading Days after the Company has become or should have become aware of such failure;


 


iii.       a default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument)
shall occur under any of the Transaction Documents.


 


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


 


v.       the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) shall be subject to
a Bankruptcy Event;


 


vi.      the
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;


 


vii.      the Common Stock shall not be eligible for listing or quotation for trading on a Trading Market and shall not be eligible
to resume listing or quotation for trading thereon within five Trading Days or the transfer of shares of Common Stock through the
Depository Trust Company System is no longer available or “chilled”;


 


viii.     
the 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 50% of its assets in one transaction or a series of related transactions (whether or not such sale would
constitute a Change of Control Transaction);


 


 


 




    	 	8	 



     


    




ix.       the Company shall fail for any reason to deliver shares of Common Stock to the Holder prior to the third Trading Day after
a In-Kind Payment Date pursuant to Section 4(c) or the Company shall provide at any time notice to the Holder, including
by way of public announcement, of the Company’s intention to not honor requests for in-kind payments or conversions of any
Note in accordance with the terms hereof;


 


x.        the
Company fails to file with the Commission any required reports under Section 13 or 15(d) of the Exchange Act such that it is not
in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable);


 


xi.       if the Company or any Significant Subsidiary shall: (i) apply for or consent to the appointment of a receiver, trustee,
custodian or liquidator of it or any of its properties, (ii) admit in writing its inability to pay its debts as they mature, (iii)
make a general assignment for the benefit of creditors, (iv) be adjudicated a bankrupt or insolvent or be the subject of an order
for relief under Title 11 of the United States Code or any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution
or liquidation law or statute of any other jurisdiction or foreign country, or (v) file a voluntary petition in bankruptcy, or
a petition or an answer seeking reorganization or an arrangement with creditors or to take advantage or any bankruptcy, reorganization,
insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of
a petition filed against it in any proceeding under any such law, or (vi) take or permit to be taken any action in furtherance
of or for the purpose of effecting any of the foregoing;


 


xii.       if any order, judgment or decree shall be entered, without the application, approval or consent of the Company or any Significant
Subsidiary, by any court of competent jurisdiction, approving a petition seeking liquidation or reorganization of the Company or
any Subsidiary, or appointing a receiver, trustee, custodian or liquidator of the Company or any Subsidiary, or of all or any substantial
part of its assets, and such order, judgment or decree shall continue unstayed and in effect for any period of sixty (60) days;


 


xiii.     the
occurrence of any levy upon or seizure or attachment of, or any uninsured loss of or damage to, any property of the Company or
any Subsidiary having an aggregate fair value or repair cost (as the case may be) in excess of $100,000 individually or in the
aggregate, and any such levy, seizure or attachment shall not be set aside, bonded or discharged within thirty (30) days after
the date thereof;


 


xiv.      the Company shall fail to maintain sufficient reserved shares pursuant to the terms of the Purchase Agreement;


 


xv.      any
monetary judgment, writ or similar final process shall be entered or filed against the Company, any subsidiary or any of their
respective property or other assets for more than $100,000, and such judgment, writ or similar final process shall remain unvacated,
unbonded or unstayed for a period of 45 calendar days;


 


xvi.     a breach or default by the Company of any covenant or other term or condition contained in any of the other financial instrument
currently issued or hereafter issued by the Company, to the Holder, including but not limited to promissory notes (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, 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 by reason of a default under said Other Agreement; or


 


xvii.    any attempt by the Company or its officers, directors, and/or affiliates to transmit, convey, disclose, or any actual transmittal,
conveyance, or disclosure by the Company or its officers, directors, and/or affiliates of, material non-public information concerning
the Company, to the Holder or its successors and assigns, which is not immediately cured by Company’s filing of a Form 8-K
pursuant to Regulation FD on that same date.


 


 


 




    	 	9	 



     


    

 


b)          Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(c),
if any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated
damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election,
immediately due and payable in cash at the Mandatory Default Amount. After the occurrence of any Event of Default that results
in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to
the lesser of 2% per month (24% per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the
Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such
acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or
other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its
rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and
annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such
time, if any, as the Holder receives full payment pursuant to this Section 6(b). No such rescission or annulment shall affect
any subsequent Event of Default or impair any right consequent thereon. The remedies upon an Event of Default set forth in this
Section 6(b) are at the election of the Holder and shall be in addition to, not in substitution of, any other remedies for
default that the Holder is entitled to in law, in equity, under the other terms of this Note or otherwise.


 


Section 7.          Miscellaneous.


 


a)          Notices.
Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation,
any Notice of In-Kind Payment Election, shall be in writing and delivered personally, by e-mail with electronic receipt confirmation,
or sent by a nationally recognized overnight courier service, addressed to the Company, and the Holder, respectively, at the addresses
set forth in the Purchase Agreement.


 


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


 


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


 


d)          Governing Law. 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 conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement
and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its
respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts
sitting in New York City, New York (the “New York Courts”). Each party hereto hereby irrevocably submits to
the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents),
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such
party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions
contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing
party in such action or proceeding shall be reimbursed by the other party for its attorneys fees and other costs and expenses incurred
in the investigation, preparation and prosecution of such action or proceeding.


 


 


 




    	 	10	 



     


    

 


e)          Waiver. Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or
be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure
of the Company or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered
a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note
on any other occasion. Any waiver by the Company or the Holder must be in writing.


 


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


 


g)          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.  The Company covenants to the Holder that there shall be no characterization concerning this instrument other than
as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the
computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject
to any other obligation of the Company (or the performance thereof). 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 such breach or any such threatened breach, without the necessity of showing
economic loss and without any bond or other security being required. The Company shall provide all information and documentation
to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and
conditions of this Note.


 


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


 


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


 


j)          Section 3(a)(9) and 3(a)(10) Transactions. The express written consent of the Holder must be obtained by the Company,
if at any time while this Note is outstanding, the Company seeks to enter into a transaction structured in accordance with, based
upon, or related or pursuant to, in whole or in part, Section 3(a)(9) or 3(a)(10) of the Securities Act, except with respect to
the conversion of any convertible securities issued by the Company held by any existing holder of such convertible securities pursuant
to terms thereof already in existence as of the Effective Date.


 


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


 


(Signature Pages
Follow)


 


 


 


 






    	 	11	 



     


    

 


IN WITNESS WHEREOF,
the Company has caused this Note to be duly executed by a duly authorized officer as of the Original Issue Date.


 


 


	 	
        Probility Media CorpORATION

         

         

	 	
        By:                                  

        Name: Steven M. Plumb

        Title: Chief Financial Officer

        Facsimile No. for delivery of Notices: (800) 861-1175

	 	E-mail Address for delivery of Notices: steven@probilitymedia.com
	 	 


 


 


 


 


 


 


 


 


 


 


 




    	 	12	 



     


    

ANNEX A


 


NOTICE OF IN-KIND PAYMENT ELECTION


 


 


Pursuant to Section 2(a)
of this Promissory Note due July 3, 2019, the undersigned hereby elects to receive Monthly Payments in shares of common stock (“Common
Stock”) of Probility Media Corporation, a Nevada corporation (the “Company”) according to the conditions
hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned,
the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions
as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except
for such transfer taxes, if any.


 


By the delivery of this
Notice of In-Kind Payment Election, the undersigned represents and warrants to the Company that its ownership of the Common Stock
does not exceed the amounts specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the
Exchange Act.


 


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


 





	 	Date to Effect In-Kind
Payment:


 


Principal Amount of Note to be
Paid In-Kind:


 


Number of shares of Common Stock
to be issued:


 


 


Signature:


 


Name:


  


Delivery Instructions:





 


 


 


 


 


 


ANNEX A - NOTICE OF IN-KIND PAYMENT


 




    	 	 	 



     


    


SCHEDULE A


 


	PAYMENT	DATE	AMOUNT
	1	2/4/2018	 
	2	3/4/2018	 
	3	4/4/2018	 
	4	5/4/2018	 
	5	6/4/2018	 
	6	7/4/2018	 
	7	8/4/2018	 
	8	9/4/2018	 
	9	10/4/2018	 
	10	11/4/2018	 
	11	12/4/2018	 
	12	1/4/2019	 
	13	2/4/2019	 
	14	3/4/2019	 
	15	4/4/2019	 
	16	5/4/2019	 
	17	6/4/2019	 
	18	7/4/2019