Exhibit 4.2





 


THIS NOTE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE SOLD,
PLEDGED, OFFERED FOR SALE, ASSIGNED OR TRANSFERRED UNLESS (a) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER
THE SECURITIES ACT, AND ANY APPLICABLE STATE SECURITIES LAW REQUIREMENTS HAVE BEEN MET OR (B) EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS ARE
AVAILABLE.





 


SECURED CONVERTIBLE PROMISSORY NOTE


 


	$25,000	October 30, 2015
	 	New York, New York


 


FOR VALUE RECEIVED, Atrinsic, Inc., a Delaware corporation
(the “Company”), promises to pay to the order of Hudson Bay Master Fund Ltd (“Holder”), at the offices
of Morse, Zelnick, Rose & Lander LLP, 825 Third Avenue, New York, New York 10022, the principal sum of Twenty Five Thousand
U.S. Dollars (U.S. $25,000) with interest thereon at the rate of five percent (5%) per annum. Any amounts that remain unpaid
when due shall thereafter bear interest at the rate of twelve percent (12%) per annum. Interest as aforesaid shall be calculated
on the basis of actual number of days elapsed over a year of 360 days.


 


The principal amount
and all accrued interest of this Note are due on August 31, 2016 (the “Maturity Date”).


 


This Note is subject
to the following additional provisions:


 


Section 1.Definitions.
For the purposes hereof the following terms shall have the following meanings:


 


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


 


“Common
Stock” means the common stock, par value $0.000001 per share, of the Company and stock of any other class into which
such shares may hereafter have been reclassified or changed.


 


“Conversion
Date” shall have the meaning set forth in Section 5(a) hereof.


 


“Conversion
Price” shall have the meaning set forth in Section 5(b).


 


“Conversion
Shares” means the shares of Common Stock issuable upon conversion of this Note or as payment of interest, all in accordance
with the terms hereof.


 


“Event
of Default” shall have the meaning set forth in Section 7.


 



     


     


    

 





“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Fundamental
Transaction” shall have the meaning set forth in Section 3.


 


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


 


“Person”
means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision
thereof or a governmental agency.


 


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


 


“Security
Agreement” means the First Amended and Restated Security Agreement dated as of December 18, 2014 by and among the Company,
the Holder and Iroquois Master Fund Ltd (“Iroquois”), as amended by the Letter Agreements dated May 15, 2015, September
3, 2015 and an even date hereof.


 


“Subsidiary”
means any Person in which the Company owns more than 50% of the outstanding equity.


 


“Transaction
Documents” means the Security Agreement and this Note.


 


Section 2.Registration of Transfers and Exchanges.


 


a)Different
Denominations. 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 of transfer or exchange.


 


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


 


c)Reliance
on Note Register. Prior to due presentment to the Company 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 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 3.Acceleration of Maturity Date.


 


If, at any time while
this Note is outstanding the Company or any of its Subsidiaries, (A) effects any merger or consolidation of the Company with or
into another Person or (B) acquires assets of a business from any Person (in any such case, a “Fundamental Transaction”),
then, immediately prior to the occurrence of such Fundamental Transaction the principal and accrued but unpaid interest payable
hereunder shall automatically become, at the Holder’s election, immediately due and payable in cash.


 






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Section 4.Use of Proceeds. 


 


The Company will use
the proceeds of the loan represented by this Note only to pay expenses necessary to consummate a business combination transaction
(including related public company expenses).


 


Section 5.Conversion.


 


a)Voluntary
Conversion. At all times after the Original Issue Date until this Note is no longer outstanding, the principal and accrued
interest due and payable under this Note shall be convertible into shares of Common Stock at the option of the Holder, in whole
or in part at any time and from time to time, so long and only to the extent that after taking into consideration all issued and
outstanding common stock shares and the maximum number of shares issuable under all issued and outstanding convertible securities
at the time of conversion, there remain enough authorized but unissued shares under the Company’s Certificate of Incorporation
that are not previously reserved for issuance under such convertible securities to effect conversion of this Note. The Holder shall
effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “Notice
of Conversion”), specifying therein the principal amount of Note to be converted and the date on which such conversion
is to be effected (a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion
Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall
not be required to physically surrender the Note to the Company unless the entire principal amount of this Note plus all accrued
and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal
amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing
the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion
within 3 Business Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be
controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Note, acknowledge
and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted
principal amount of this Note may be less than the amount stated on the face hereof. However, at the Company’s request, the
Holder shall surrender the Note to the Company within five (5) trading days following such request so that a new Note reflecting
the correct principal amount may be issued to Holder.


 


b)Conversion
Price. The conversion price in effect on any Conversion Date (subject to adjustment herein) shall initially be equal to $5.00
per share.


 


c)Mechanics
of Conversion


 


i.Conversion
Shares Issuable Upon Conversion of Principal Amount. The number of shares of Common Stock issuable upon a conversion
hereunder shall be determined by the quotient obtained by dividing (x) the amount of this Note (whether principal or accrued but
unpaid interest) to be converted by (y) the Conversion Price.


 


ii.Delivery
of Certificate Upon Conversion. Not later than five (5) trading days after any Conversion Date, the Company will deliver to
the Holder at an address in the United States (A) a certificate or certificates representing the Conversion Shares representing
the number of shares of Common Stock being acquired upon the conversion of Notes (including, if so timely elected by the Company,
shares of Common Stock representing the payment of accrued interest) and (B) a bank check or wire transfer in the amount of accrued
and unpaid interest (if the Company is required to pay accrued interest in cash).


 






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iii.Reservation
of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized
and unissued shares of Common Stock solely for the purpose of issuance upon conversion of this Note (after taking into account
all existing issued and outstanding shares of Common Stock and all shares reserved for issuance under the Company’s issued
and outstanding convertible securities), free from preemptive rights or any other actual contingent purchase rights of persons
other than the Holder, not less than such number of shares of the Common Stock as shall be issuable (taking into account the adjustments
and restrictions of Section 6) upon the conversion of the outstanding principal amount and accrued interest under this Note. The
Company covenants that all shares of Common Stock that are issuable upon conversion of this Note shall, upon issuance, be duly
and validly authorized, issued and fully paid and nonassessable.


 


iv.Fractional
Shares. Upon a conversion hereunder the Company shall not be required to issue stock certificates representing fractions of
shares of the Common Stock, but may if otherwise permitted, make a cash payment in respect of any final fraction of a share based
on the fair market value of a share at such time. If the Company elects not, or is unable, to make such a cash payment, the Holder
shall be entitled to receive, in lieu of the final fraction of a share, one whole share of Common Stock.


 


v.Transfer
Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge
to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate.


 


d)Holder’s
Representations.


 


i.Own
Account. Holder understands that the Conversion Shares are “restricted securities” and have not been registered
under the Securities Act or any applicable state securities law and upon Conversion will acquire the Conversion Shares as principal
for its own account and not with a view to or for distributing or reselling the Conversion Shares or any part thereof in violation
of the Securities Act or any applicable state securities law, has no present intention of distributing the Conversion Shares in
violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings
with any other persons to distribute or regarding the distribution of the Conversion Shares in violation of the Securities Act
or any applicable state securities law (this representation and warranty not limiting Holder’s right to sell the Conversion
Shares otherwise in compliance with applicable federal and state securities laws).


 


ii.Holder
Status. On the date hereof and on each date on which Holder elects to convert all or a portion of this Note, it will be either:
(i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act
or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.


 


iii.Experience
of Holder. Holder, either alone or together with its representatives, has such knowledge, sophistication and experience in
business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in this Note
and the Conversion Shares, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic
risk of an investment in this Note and the Conversion Shares and, at the present time, is able to afford a complete loss of such
investment.


 






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Section 6.Certain Adjustments.


 


 a) Adjustment Triggers.




 


i.Stock
Dividends and Stock Splits. If the Company, at any time after the Original Issue Date while the Note is outstanding: (A) shall
pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity
equivalent securities payable in shares of Common Stock to all stockholders of the Company (which, for avoidance of doubt, shall
not include any shares of Common Stock issued by the Company pursuant to this Note, including as interest thereon), (B) subdivide
outstanding shares of Common Stock into a larger number of shares, or (C) combine (including by way of reverse stock split) outstanding
shares of Common Stock into a smaller number of shares, then the Conversion Price shall be multiplied by a fraction of which the
numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of
which the denominator shall be the number of shares of Common Stock outstanding 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.


 


ii.Voluntary
Adjustment By Company. The Company may at any time reduce the then current Conversion Price to any amount and for any period
of time deemed appropriate and approved by the Board in accordance with Delaware law, provided that the same voluntary adjustment
shall be made to the then current Conversion Price of all outstanding Notes (as defined in the Security Agreement).


 


b)Calculations.
All calculations under this Section 6 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.
The number of shares of Common Stock outstanding at any given time shall not includes shares of Common Stock owned or held by or
for the account of the Company, and the description of any such shares of Common Stock shall be considered on issue or sale of
Common Stock. For purposes of this Section 6, 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 treasury shares, if any) issued and outstanding.


 


c)Notice to
Holder.


 


i.Adjustment
to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any of this Section 6, the Company shall promptly
mail to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the
facts requiring such adjustment.


 


ii.Notice
to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution) on the Common Stock;
(B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock; (C) the Company shall
authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital
stock of any class or of any rights; (D) the approval of any stockholders of the Company shall be required in connection with any
reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all
or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into
other securities, cash or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding
up of the affairs of the Company; then, in each case, the Company shall cause to mailed to the Holder at its last address as it
shall appear upon the stock books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption,
rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled
to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is
expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities,
cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided,
that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate
action required to be specified in such notice. The Holder shall be entitled to convert this Note during the 20-day period commencing
the date of such notice to the effective date of the event triggering such notice.


 






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d)Limitation
on Beneficial Ownership.


 


(i) Except as provided otherwise in this Section 6(d)(i), the number of Conversion Shares that may be acquired by the Holder
shall be limited to the extent necessary to insure that, after giving effect to such conversion (or deemed conversion for voting
purposes), the number of shares of Common Stock then beneficially owned by the Holder and its affiliates and any other persons
or entities whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d)
of the Exchange Act (including shares held by any “group” of which the Holder is a member, but, for avoidance of doubt,
excluding shares of Common Stock issuable upon conversion or exercise of securities or rights to acquire securities that have limitations
on the right to convert, exercise or purchase similar to the limitation set forth herein) does not exceed 4.99% (the “Maximum
Percentage”) of the total number of shares of Common Stock of the Company issued and outstanding immediately after giving
effect to such conversion (or deemed conversion for voting purposes) (the “Beneficial Ownership Cap”). Upon
delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any
other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage
will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase
or decrease will apply only to the Holder and its Affiliates and not to any other holder of contemporaneously issued Notes that
is not an Affiliate. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and
applicable regulations of the Securities and Exchange Commission, and the percentage held by the Holder shall be determined in
a manner consistent with the provisions of Section 13(d) of the Exchange Act. As used herein, the term “Affiliate”
means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is
under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act.
With respect to the Holder, any investment fund or managed account that is managed on a discretionary basis by the same investment
manager as the Holder will be deemed to be an affiliate of the Holder. In the event the Company is prohibited from issuing shares
of Common Stock as a result of any restrictions or prohibitions under applicable law or the rules or regulations of any stock exchange,
interdealer quotation system or other self-regulatory organization, the Company shall as soon as possible seek the approval of
its stockholders and take such other action to authorize the issuance of the full number of shares of Common Stock issuable upon
the full conversion of this Note.


 






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(ii) For purposes of the foregoing, 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 conversion of this Note with respect to which the determination
is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining,
nonconverted shares under this Note beneficially owned by such Person or any of its affiliates and (B) exercise or conversion of
the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any other notes or
warrants) subject to a limitation on conversion or exercise analogous to the limitation contained in this Section beneficially
owned by Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act. For purposes of this Section 6(d),
in determining the number of outstanding shares of Common Stock, Holder may rely on the number of outstanding shares of Common
Stock as reflected in (1) the Company’s most recent Form 10-K, Form 10-Q, or Form 8-K, as the case may be, (2) a more recent
public announcement by the Company, or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares
of Common Stock outstanding. For any reason at any time, upon the written request of Holder, the Company shall within one (1) Business
Day following the receipt of such notice, confirm orally and in writing to any such 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
conversion or exercise of securities of the Company, including conversions under this Note (or deemed conversion, as applicable),
by Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. In the
event that the Company cannot issue any shares of Common Stock to a Holder solely by reason of this Section 6(d) (such shares,
the “Limited Shares”), notwithstanding anything to the contrary contained herein, the Company shall hold any
such Limited Shares in abeyance for such Holder until such time, if ever, that the delivery of such Limited Shares shall not cause
the Holder to exceed the Beneficial Ownership Cap, at which time such Holder shall be delivered such Limited Shares to the extent
as if there had been no such limitation. The provisions of this paragraph shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective
or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary
or desirable to properly give effect to such limitation.


 


Section 7.Events of Default.


 


a)Event of
Default. Wherever used herein, means any one of the following events (whatever the reason and whether it 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, or (B) interest on this Note or any other note of the Company held by the Holder when
the same shall become due and payable (whether on the Maturity Date or by acceleration or otherwise) which default is not cured
within ten (10) Business Days after written notice from the Holder


 






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ii.a
breach of any of the covenants or agreements made by the Company herein; or


 


iii.(A)
there is commenced against the Company or any Subsidiary thereof a case under any applicable bankruptcy or insolvency laws as now
or hereafter in effect or any successor thereto, or any other proceeding under any reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect
relating to the Company or any Subsidiary thereof which remains undismissed for a period of 60 days; or (B) the Company or any
Subsidiary thereof is adjudicated by a court of competent jurisdiction insolvent or bankrupt; or any order of relief or other order
approving any such case or proceeding is entered; or (C) the Company or any Subsidiary thereof suffers any appointment of any custodian
or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of 60 days.


 


b)Remedies
Upon Event of Default. If any Event of Default occurs, the full principal amount of this Note, together with interest and any
other amounts owing in respect hereof, to the date of acceleration shall become, at the Holder’s election, immediately due
and payable in cash. 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 declaration may be rescinded and annulled by Holder
at any time prior to payment hereunder and the Holder shall have all rights as a Note holder until such time, if any, as the full
payment under this Section shall have been received by it. No such rescission or annulment shall affect any subsequent Event of
Default or impair any right consequent thereon.


 


Section 8.Miscellaneous.


 


a)Notices.
Any and all notices or other communications or deliveries to be provided by the Holder hereunder shall be in writing and delivered
personally, by facsimile to Fax No: (212) 208-6809, or sent by a nationally recognized overnight courier service, addressed to
the Company at 65 Atlantic Avenue, Boston, Massachusetts 02110, attention: Chief Executive Officer, or such other address or facsimile
number as the Company may specify for such purposes by notice to the Holder delivered in accordance with this Section. Any and
all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally,
by facsimile, sent by a nationally recognized overnight courier service addressed to the Holder at the facsimile, telephone number
or address of such Holder appearing on the books of the Company, or if no such facsimile telephone number or address appears, at
the principal place of business of the Holder. Any notice or other communication or deliveries hereunder shall be deemed given
and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the
facsimile telephone number specified in this Section prior to 5:30 p.m. (New York City time), (ii) the date after the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section later than
5:30 p.m. (New York City time) on any date and earlier than 11:59 p.m. (New York City time) on such date, (iii) the second Business
Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the
party to whom such notice is required to be given.


 


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, interest and other amounts provided for herein (if any) 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.


 






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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; and indemnity, if requested, all reasonably satisfactory
to the Company.


 


d)Security
Interest. This Note is a direct debt obligation of the Company and, pursuant to the Security Agreement all of the Company’s
obligations hereunder are secured by a security interest in all of the assets of the Company for the benefit of the Holder. The
Holder understands, acknowledges and agrees that Iroquois has made a loan to the Company in a principal amount equal to the principal
amount of this Note, and that the Company has granted Iroquois a security interest in all of the assets of the Company and that
the Iroquois security interest is pari passu with that of the Holder.


 


e)Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Note, and any claim, controversy
or dispute arising under or related to this Note, the relationship of the parties, and/or the interpretation and enforcement of
the rights and duties of the parties hereunder shall be governed by and construed and enforced in accordance with the internal
laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings
concerning the interpretations, 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 or federal courts sitting in the City of New York, Borough of Manhattan (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 any such court, 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 manner permitted by 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 either 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 attorney’s
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 


f)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. Any waiver
must be in writing.


 


g)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 applicable laws governing usury,
the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. 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 indenture, and due 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, binder, delay or impeded 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.


 






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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.


 


IN WITNESS WHEREOF, the Company
has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.


 


	 	ATRINSIC, INC.
	 	 	 
	 	 	 
	 	By:	/s/Edward Gildea
	 	 	Edward Gildea, Chief Executive Officer


 


Agreed to and Accepted:


 


HUDSON BAY MASTER FUND LTD.





 


	By:	/s/ Yoav Roth	 
	Name: Yoav Roth	 
	Title: Authorized Signatory	 


 


[SIGNATURE PAGE TO OCTOBER 30, 2015 CONVERTIBLE
NOTE]








 






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ANNEX A


 


NOTICE OF CONVERSION


  


The undersigned hereby
elects to convert principal under the Convertible Note of Atrinsic, Inc., a Delaware corporation (the “Company”), due
on ___________, 20__, into shares of common stock, par value $0.000001 per share (the “Common Stock”), of the Company
according to the conditions hereof, 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 taxes payable with respect thereto and is delivering herewith such certificates
and opinions as reasonably requested by due Company in accordance therewith. No fee will be charged to the Holder for any conversion,
except for such transfer taxes, if any.


 


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.


 


Conversion calculations:


 


	 	Date to Effect Conversion:
	 	 	 
	 	Principal Amount of Note to be Converted:
	 	 	 
	 	Payment of Interest in Common Stock_ yes _  no
	 	If yes, $______ of Interest Accrued on Account of
	 	Conversion at Issue.
	 	 	 
	 	Number of shares of Common Stock to be issued:
	 	 	 
	 	 	 
	 	Signature:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Address: