Exhibit 10.1


 


NOTE
CONVERSION AGREEMENT


 


This
Note Conversion Agreement (“Agreement”) is entered into as of October 15, 2020 by and between PetVivo Holdings, Inc.
(the “Company”) and David B. Masters (“Masters”).


 


RECITALS


 


WHEREAS,
the Company issued to Masters that certain Promissory Note, dated September 1, 2020, in the aggregate principal amount of $195,000
(as amended, restated, supplemented or otherwise modified from time to time, the “Note”); and


 


WHEREAS,
the parties desire to enter into this Agreement to memorialize the conversion of all outstanding principal under the Note and
a conversion fee in the amount of $3500 (the “Conversion Amount”) into units (the “Units”) consisting
of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant
(a “Warrant”) to purchase one share of Common Stock, as set forth on the signature page hereto, as part of the Company’s
first contemplated public offering of Units (“Public Offering”) facilitated by ThinkEquity, a division of Fordham
Financial Management, Inc. (“ThinkEquity”).


 


NOW,
THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and Masters agree as follows:


 


	1.	Conversion
    of Note. The number of Units to be issued pursuant to the conversion of the Note contemplated by this Agreement shall
    be determined by dividing the Conversion Amount by the per Unit price at which the Company sells Units in the Public Offering.
    The Conversion Amount shall be calculated as of the date of closing of the Public Offering.
	 	 
	2.	Lock-Up.
    Masters shall not, for a period of one hundred and eighty (180) days after the date of the closing of the Public Offering
    (the “Lock-Up Period”), without the prior written consent of ThinkEquity (which consent may be withheld in its
    sole discretion), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option
    or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or
    indirectly, or file with the Securities and Exchange Commission a registration statement under the Securities Act of 1933,
    as amended, to register, any shares of Common Stock, warrants, or any securities convertible into or exercisable or exchangeable
    for Common Stock or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part,
    directly or indirectly, any of the economic benefits or risks of ownership of shares of Common Stock, or warrants, whether
    any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock, warrants or other
    securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1)
    or (2) above.
	 	 
	3.	Amendment.
    This Agreement may not be amended except by an instrument in writing signed by each of the parties.
	 	 
	4.	Waiver.
    No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision
    hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.


 




    	 



     


    


 


	5.	Assignment
    and Binding Effect. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either party
    without the prior written consent of the other party. Subject to the foregoing, this Agreement shall be binding upon and inure
    to the benefit of the parties and their respective successors, transferees and assigns, and no other Person shall have any
    right, benefit or obligation hereunder.
	 	 
	6.	Governing
    Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of State of Minnesota, without
    regard to the conflict of law provisions thereof.
	 	 
	7.	Entire
    Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof
    and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties
    with respect to the subject matter hereof.
	 	 
	8.	Severability.
    In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred to
    herein, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent
    permitted by law, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or
    any other such instrument.
	 	 
	9.	Multiple
    Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but
    all of which shall constitute one and the same instrument.
	 	 
	10.	Notices.
    Unless applicable law requires a different method of giving notice, any and all notices, demands or other communications
    required or desired to be given hereunder by any party shall be in writing. Assuming that the contents of a notice meet the
    requirements of the specific Section of this Agreement which mandates the giving of that notice, a notice shall be validly
    given or made to another party if served either personally or if deposited in the United States mail, certified or registered,
    postage prepaid, or if transmitted by telegraph, telecopy or other electronic written transmission device or if sent by overnight
    courier service, and if addressed to the applicable party as set forth below. If such notice, demand or other communication
    is served personally, service shall be conclusively deemed given at the time of such personal service. If such notice, demand
    or other communication is given by mail, service shall be conclusively deemed given seventy-two (72) hours after the deposit
    thereof in the United States mail. If such notice, demand or other communication is given by overnight courier, or electronic
    transmission, service shall be conclusively deemed given at the time of confirmation of delivery. The addresses for the parties
    are as follows:


 


If
to PetVivo Holdings, Inc.:


 


PetVivo
Holdings, Inc.


5251
Edina Industrial Blvd.


Edina,
MN 55439


Attn:
John Lai


Email:
jlai@petvivo.com


 


If
to Masters, to the address set forth on Master’s signature page hereto.


 


Any
party may change such party’s address for the purpose of receiving notices, demands and other communications as herein provided,
by a written notice given in the aforesaid manner to the other parties.


 


[remainder
of page intentionally left blank; signature page follows]


 




    	 



     


    


 


IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties as of the date first written above.


 


	PETVIVO
    HOLDINGS, INC.	 	DAVID
    B. MASTERS:
	 	 	 	 	 
	By:	/s/
    John Lai	 	By:	/s/
    David B. Masters
	 	John
Lai	 	 	David
    B. Masters
	 	Chief
Executive Officer	 	 	 
	 	 	 	 	 
	 	 	 	Entire
                                                                                          unpaid amount owed pursuant to the Note: 

	 	 	 	 
	 	 	 	$196,000
comprising the Note principal of $192,500 plus and a conversion fee in the amount of $3500

	 	 	 	 
	 	 	 	Number
of Units issuable upon conversion of the Note pursuant to Section 1:

	 	 	 	 
	 	 	 	TBD Upon Public Offering
    Closing
	 	 	 	 
	 	 	 	Address for Notice: 
	 	 	 	 
	 	 	 	3601 Park Center Blvd.

                                                                                Apt. 707

                                                                                St. Louis Park, MN 55416