Exhibit 10.2


 


THIS NOTE AND THE COMMON STOCK ISSUABLE
UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”)


 


US $2,200,000.00


 


Q BIOMED INC.


6% CONVERTIBLE REDEEMABLE NOTE


DUE SEPTEMBER 30, 2022


 


FOR VALUE RECEIVED, Q BIOMED
INC. (the “Company”) promises to pay to the order of GS CAPITAL PARTNERS, LLC and its authorized successors and permitted
assigns ("Holder"), the aggregate principal face amount of Two Million Two Hundred Thousand Dollars exactly (U.S. $2,200,000.00)
on SEPTEMBER 30, 2022 ("Maturity Date") and to pay interest on the principal amount outstanding hereunder at the rate
of 6% per annum commencing on SEPTEMBER 29, 2021 (“Issuance Date”). This Note shall contain an original issue discount
of $185,000.00 such that the purchase price is $2,015,000.00. The interest will be paid to the Holder in whose name this Note is registered
on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable
at 30 Washington Street, Suite 5L, Brooklyn, NY 11201, initially, and if changed, last appearing on the records of the Company as
designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal
due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this
Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of
such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability
for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock
(as defined below) pursuant to paragraph 4(b) herein.


 


This Note is subject to the
following additional provisions:


 


1.            This
Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder
surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder shall pay any
tax or other governmental charges payable in connection therewith.


 






    


     


    

 


2.            The
Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.


 


3.            This
Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended ("Act") and applicable
state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to due presentment
for transfer 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 Company's records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any
such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion
set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prospective transferee
of this Note, also is required to give the Company written confirmation that this Note is being converted ("Notice of Conversion")
in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of Conversion
shall be the Conversion Date.


 


4.            (a)     During
the first 6 months this Note is in effect, the Holder of this Note is entitled, at its option, to convert all or any amount of
the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock")
at a price ("Conversion Price") for each share of Common Stock at fixed price of $1.00 per share. After the 6th
monthly anniversary of the Issuance Date, the Conversion Price shall be equal to a fixed price of $0.50 per share. Provided,
however that in the event, the Company’s Common Stock trades below $0.50 per share for more than ten (10) consecutive
trading days, the Holder of this Note is entitled, at its option, to convert all or any amount of the principal face amount of
this Note then outstanding into shares of the Company's Common Stock at a Conversion Price for each share of Common Stock equal to 85% of
the average of the 4 lowest VWAP’s  of the Common Stock as reported on the National Quotations Bureau OTC
Marketplace exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future
("Exchange"), for the twenty prior trading days including the day
upon which a Notice of Conversion is received by the Company or its transfer agent (provided such Notice of Conversion is delivered by
fax or other electronic method of communication to the Company or its transfer agent after 4 P.M. Eastern Standard or Daylight Savings
Time if the Holder wishes to include the same day closing price). If the shares have not been delivered within 3 business days, the Notice
of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder
within 3 business days of receipt by the Company of the Notice of Conversion. Accrued but unpaid interest shall be subject to conversion. 
No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall
be rounded to the nearest whole share. To the extent the Conversion Price of the Company’s Common Stock closes below
the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par
value to the lowest value possible under law.  The Company agrees to honor all conversions submitted pending this increase. In no
event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially
owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company (which may be
increased up to 9.9% upon 60 days’ prior written notice by the Investor). The conversion discount, look back period and other terms
will be adjusted on a ratchet basis if the Company offers a more favorable conversion discount, prepayment rate, interest rate, (whether
through a straight discount or in combination with an original issue discount), look back period or other more favorable term to another
party for any financings while this Note is in effect, including but not limited to defaults, penalties and the remedy for such defaults
or penalties.


 






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(b)            Interest
on any unpaid principal balance of this Note shall be paid at the rate of 6% per annum. Interest shall be paid by the Company in Common
Stock ("Interest Shares"). Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares based
on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of
the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.


 


(c)            The Notes may be prepaid or assigned with the following penalties/premiums:


 


	PREPAY DATE	PREPAY AMOUNT
	≤ 60 days	105% of principal plus accrued interest
	61- 120 days 	112% of principal plus accrued interest
	121- 180 days 	124% of principal plus accrued interest


 


This
Note may not be prepaid after the 180th day. Such redemption must be closed and funded within 3 days of giving notice of redemption
of the right to redeem shall be null and void. Any partial prepayments will be made in accordance with the formula set forth in the chart
above with respect to principal, premium and interest.


 


(d)            Upon
(i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related
transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock,
other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with or into another
person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction
of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely
into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a "Sale Event"), then, in each
case, the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid
interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this
Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the
Conversion Price.


 


(e)            In
case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection with which this
Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note shall have the
right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities
or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by
a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price,
as defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events.
If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors
of the Company or successor person or entity acting in good faith.


 






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5.            No
provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal
of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.


 


6.            The
Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor,
notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be
directly and primarily liable for the payment of all sums owing and to be owing hereto.


 


7.            The
Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the Holder in
collecting any amount due under this Note.


 


8.            If
one or more of the following described "Events of Default" shall occur:


 


(a)            The
Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or


 


(b)            Any
of the representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore
or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or the Securities Purchase
Agreement under which this note was issued shall be false or misleading in any respect; or


 


(c)            The
Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the Company
under this Note or any other note issued to the Holder; or


 


(d)            The
Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make
an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment
of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy
relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal
or state laws as applicable; or


 


(e)            A
trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent
and shall not be discharged within sixty (60) days after such appointment; or


 






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(f)            Any
governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control
of the whole or any substantial portion of the properties or assets of the Company; or


 


(g)            One
or more money judgments, writs or warrants of attachment, or similar process, in excess of one hundred thousand dollars ($100,000) in
the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated,
unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed
sale thereunder; or


 


(h)            The
Company shall have defaulted on or breached any term of any other purchase agreement or note or similar debt instrument into which the
Company has entered and failed to cure such default within the appropriate grace period; or


 


(i)            The
Company shall have its Common Stock delisted from an exchange (including the OTC Market exchange) or, if the Common Stock trades on an
exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its 1934 act reports
with the SEC;


 


(j)            If
a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;


 


(k)            The
Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days
of its receipt of a Notice of Conversion; or


 


(l)            The
Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder.


 


(m)            The
Company shall not be “current” in its filings with the Securities and Exchange Commission; or


 


(n)            The
Company shall lose the “bid” price for its stock and a market (including the OTC marketplace or other exchange)


 


Then, or at any time thereafter,
unless cured within 5 days, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder
(which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion,
the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other
than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained
to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of
the Holder's rights and remedies provided herein or any other rights or remedies afforded by law.  Upon an Event of Default, interest
shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest
rate of interest permitted by law.  In the event of a breach of Section 8(k) the penalty shall be $250 per day the shares
are not issued beginning on the 4th day after the conversion notice was delivered to the Company.  This penalty shall
increase to $500 per day beginning on the 10th day.  In an event of a breach of Section 8(h) the Holder may
elect to utilize the same remedy available under the defaulted interest and such remedy shall be incorporated by reference into the terms
of this Note. The penalty for a breach of Section 8(n) shall be an increase of the outstanding principal amounts by 20%. Further,
if a breach of Section 8(m) occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall be entitled
to use the lowest closing bid price during the delinquency period as a base price for the conversion. For example, if the lowest closing
bid price during the delinquency period is $0.01 per share and the conversion discount is 50% the Holder may elect to convert future conversions
at $0.005 per share.


 






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If the Holder shall commence
an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then if the Holder
prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’ fees and other costs and expenses incurred
in the investigation, preparation and prosecution of such action or proceeding.


 


The Company must pay the Failure
to Deliver Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s
written notice to the Company


 


9.            In
case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable,
such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity
and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.


 


10.            Neither
this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company
and the Holder.


 


11.            The
Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if it previously
has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10 type information indicating
it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144 opinion to
allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.


 


12.            The
Company shall issue irrevocable transfer agent instructions reserving 3,142,850 shares of its Common Stock for conversions under this
Note (the “Share Reserve”). Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled.
The Company shall pay all transfer agent costs and legal fees associated with issuing and delivering the shares to the Holder. If such
amounts are to be paid by the Holder, it may deduct such amounts from the principal amounts being converted. The company should at all
times reserve an amount of shares equal to the value of the note required if the note would be fully converted.  The Holder may reasonably
request increases from time to time to reserve such amounts. The Company will instruct its transfer agent to provide the outstanding share
information to the Holder in connection with its conversions.


 






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13.            The
Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits, recapitalizations
etc. This notice shall be given to the Holder as soon as possible under law.


 


14.            If
it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable
provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable
law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that
would prohibit or forgive the Company from paying all or a portion of the principal or interest on this Note.


 


15.            This
Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be performed
within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby
mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York or in the Federal
courts sitting in the county or city of New York, or the Federal courts within the districts of
New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement
shall be effective as an original.


 






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IN WITNESS WHEREOF, the Company
has caused this Note to be duly executed by an officer thereunto duly authorized.


 


 


Dated: _____________


 


	 	Q BIOMED INC.
	 	 
	 	By:	          
	 	 
	 	Title:	 




 






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EXHIBIT A


 


NOTICE OF CONVERSION


 


(To be Executed by the Registered
Holder in order to Convert the Note)


 


The undersigned hereby irrevocably
elects to convert $___________ of the above Note into _________ Shares of Common Stock of Q BIOMED INC. (“Shares”) according
to the conditions set forth in such Note, as of the date written below.


 


If Shares are to be issued in
the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect
thereto.


 


Date of Conversion:
_________________________________________________________________________


Applicable Conversion Price: __________________________________________________________________


Signature: _________________________________________________________________________________


[Print Name of Holder and Title of Signer]  





	Address: __________________________________________________________________________________
	 ___________________________________________________________________________________




 


SSN or EIN: __________________________________


Shares are to be registered in the following name: ___________________________________________________________________


 


Name: _____________________________________________________________________________________


Address: ___________________________________________________________________________________


Tel: ________________________________________


Fax: ________________________________________


SSN or EIN: __________________________________


 


Shares are to be sent or delivered to the following account:


 


Account Name: ______________________________________________________________________________


Address: ___________________________________________________________________________________


 






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