Exhibit 10.1


 


NEITHER THE ISSUANCE NOR SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (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.


 


	Principal Amount: $53,500.00	Issue Date: February 20, 2019 
	Purchase Price: $51,500.00	 
	Original Issue Discount: $2,000.00	 


 


CONVERTIBLE PROMISSORY NOTE


 


FOR VALUE RECEIVED,
BIOSOLAR, INC., a Nevada corporation (hereinafter called the “Borrower”) (Trading Symbol: BSRC), hereby promises
to pay to the order of CROWN BRIDGE PARTNERS, LLC, a New York limited liability company, or registered assigns (the “Holder”)
the principal sum of $53,500.00 (the “Principal Amount”), together with interest at the rate of ten percent (10%) per
annum, at maturity or upon acceleration or otherwise, as set forth herein (the “Note”). The consideration to the Borrower
for this Note is $51,500.00 (the “Consideration”). The Holder shall pay the Consideration within two (2) business days
of the full execution of the transactional documents related to this Note. The maturity date shall be twelve (12) months from the
Issue Date (the “Maturity Date”), and is the date upon which the principal sum, as well as any accrued and unpaid interest
and other fees, shall be due and payable. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth
herein. Any amount of principal or interest on this Note, which is not paid by the Maturity Date, shall bear interest at the rate
of the lesser of (i) fifteen percent (15%) per annum or (ii) the maximum amount permitted by law from the due date thereof until
the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Consideration is fully
paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to
the extent not converted into the Borrower’s common stock (the “Common Stock”) in accordance with the terms hereof)
shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter
give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be
due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding
day which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in full,
the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on
such date. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day
on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed.


 






     


     


    

 


This Note carries
a prorated original issue discount of $2,000.00 (the “OID”), to cover the Holder’s accounting fees, due diligence
fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Note, which is included
in the principal balance of this Note. Thus, the purchase price of this Note shall be $51,500.00, computed as follows: the Principal
Amount minus the OID.


 


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


 


The following additional terms shall apply to this Note:


 


ARTICLE I. CONVERSION RIGHTS


 


1.1
Conversion Right. The Holder shall have the right at any time to convert all or any part of the outstanding and unpaid
principal amount and accrued and unpaid interest of this Note into fully paid and non-assessable shares of Common Stock, as such
Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common
Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided
herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert
any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of
Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially
owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security
of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number
of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of
this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding
shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations
13D-G thereunder. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing
the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice
of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower or
Borrower’s transfer agent by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is
submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower
or Borrower’s transfer agent before 11:59 p.m., New York, New York time on such conversion date (the “Conversion Date”).
The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount
of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if
any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Holder’s
option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4)
at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof.




 






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1.2 Conversion Price.




 


(a) Calculation
of Conversion Price. The Conversion Price shall be the Variable Conversion Price (as defined herein) (subject to equitable
adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities
or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions
and similar events) (also subject to adjustment as further described herein). The "Variable Conversion Price" shall
mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price”
means the lowest one (1) Trading Price (as defined below) for the Common Stock during the fifteen (15) Trading Day period ending
on the last complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date,
the lesser of the (i) lowest traded price or (ii) lowest closing bid price on the Over-the-Counter Pink Marketplace, OTCQB, or
applicable trading market (the “Principal Market”) as reported by a reliable reporting service (“Reporting Service”)
designated by the Holder (i.e. Bloomberg) or, if the Principal Market is not the principal trading market for such security, on
the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading
price of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such
security that are quoted on the OTC Markets. If the Trading Price cannot be calculated for such security on such date in the manner
provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority
in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the
Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period
on the Principal Market, or on the principal securities exchange or other securities market on which the Common Stock is then
being traded.


 


Holder shall be entitled
to deduct $250.00 from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with
each Notice of Conversion.


 


If at any time the Conversion
Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion
of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion
may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added
to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal
the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the
par value price.


 


(b) Authorized
Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized
and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock
upon the full conversion of this Note. The Borrower is required at all times to have authorized and reserved six times the number
of shares that are actually issuable upon full conversion of the Note (based on the Conversion Price in effect from time to time)
(the “Reserved Amount”). The Reserved Amount shall be increased from time to time in accordance with the Borrower’s
obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and
non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would
change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the
Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common
Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Notes. The Borrower (i) acknowledges
that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this
Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged
with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance
with the terms and conditions of this Note.


 






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


 


1.3 Method of Conversion.




 


(a) Mechanics of
Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time from time to
time after the Issue Date, by (A) submitting to the Borrower or Borrower’s transfer agent a Notice of Conversion (by facsimile,
e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 11:59 p.m., New York, New York time)
and (B) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower.


 


(b) Surrender of
Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance
with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid
principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount
so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower,
so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such
records of the Borrower shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding
the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder
first physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order
of the Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes)
may request, representing in the aggregate the remaining unpaid principal amount of this Note. 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 represented by this Note may be less than the amount
stated on the face hereof.


 


(c) Payment of
Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue
and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of
the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities
or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are
to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such
tax or shall have established to the satisfaction of the Borrower that such tax has been paid.


 






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(d) Delivery of
Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other
reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section
1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates
for the Common Stock issuable upon such conversion within two (2) business days after such receipt (the “Deadline”)
(and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with
the terms hereof.


 


(e) Obligation
of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to
be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of
accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its
obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate
except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion.
If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver
the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder
to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person
or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder
of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of
any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the
Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be
the Conversion Date so long as the Notice of Conversion is sent to the Borrower or Borrower’s transfer agent before 11:59
p.m., New York, New York time, on such date.


 


(f) Delivery of
Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon
conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities
Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions contained in Section
1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the
Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its
Deposit Withdrawal Agent Commission (“DWAC”) system.


 


(g) Failure to
Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including
actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this
Note is not delivered by the Deadline (other than a failure due to the circumstances described in Section 1.3 above, which failure
shall be governed by such Section) the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the Deadline
that the Borrower fails to deliver such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following
the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month
following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall
accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common
Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder.
The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible
to qualify. Accordingly the parties acknowledge that the liquidated damages provision contained in this Section 1.4(g) are justified.


 






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1.4 Concerning the
Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such shares
are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been
furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in
comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption
from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) (“Rule
144”) or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees
to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor. Except as
otherwise provided (and subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable
upon conversion of this Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction
as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common
Stock issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not
been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend
substantially 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.”


 






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


 


1.5 [Intentionally
Omitted].


 


1.6 Status as Shareholder.
Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares, if any, which cannot
be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount or Maximum Share Amount)
shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of such converted portion
of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to
any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower to
comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates for all shares of
Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion of any portion
of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying
the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note
and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered,
adjust its records to reflect that such portion of this Note has not been converted. In all cases, the Holder shall retain all
of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments pursuant to Section
1.3 to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have
the Conversion Price with respect to subsequent conversions determined in accordance with Section 1.3) for the Borrower’s
failure to convert this Note.


 


ARTICLE II. CERTAIN COVENANTS


 


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


 






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ARTICLE III. EVENTS OF DEFAULT


 


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


 


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


 


3.2 Conversion and
the Shares. The Borrower fails to reserve a sufficient amount of shares of common stock as required under the terms of this
Note (including Section 1.3 of this Note) and such breach continues for a period of five (5) days, fails to issue shares of Common
Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the
Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer
agent to transfer (issue) (electronically or in certificated form) shares of Common Stock issued to the Holder upon conversion
of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer
or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) shares
of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this
Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from
removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any shares of Common Stock
issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written
announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure
shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in
writing) for two (2) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower
to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this
Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder,
the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall
be paid by the Borrower to the Holder within five (5) business days of a demand from the Holder, either in cash or as an addition
to the balance of the Note, and such choice of payment method is at the discretion of the Borrower.


 


3.3 Breach of Covenants.
The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents
and such breach continues for a period of twenty (20) days after written notice thereof to the Borrower from the Holder.


 


3.4 Breach of Representations
and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given
in writing pursuant hereto or in connection herewith, shall be false or misleading in any material respect when made and the breach
of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this
Note.


 


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


 


3.6 [Intentionally
Omitted].


 






    8


     


    

 


3.7 Bankruptcy.
Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under
any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the
Borrower.


 


3.8 Delisting of
Common Stock. The Borrower shall fail to maintain the listing or quotation of the Common Stock on the OTC Pink, OTCQB, OTCQX,
or an equivalent replacement exchange, the Nasdaq Global Market, the Nasdaq Capital Market, the New York Stock Exchange, or the
NYSE MKT.


 


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


 


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


 


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


 


3.12 Financial Statement
Restatement. The Borrower replaces its auditor, or any restatement of any financial statements filed by the Borrower with
the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding,
if the result of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse
effect on the rights of the Holder with respect to this Note.


 


3.13 Replacement
of Transfer Agent. In the event that the Borrower replaces its transfer agent, and the Borrower fails to provide prior to
the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions (including but not limited to
the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to
Borrower and the Borrower.


 


3.14 Cross-Default.
Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default
by the Borrower of any covenant or other term or condition contained in any of the other financial instrument, including but not
limited to all convertible promissory notes, currently issued, or hereafter issued, by the Borrower, to the Holder or any other
3rd party (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 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 hereunder.


 






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


 


3.16 No bid.
At any time while this Note is outstanding, the lowest Trading Price on the Principal Market or other applicable principal trading
market for the Common Stock is equal to or less than $0.0001.


 


Upon the occurrence
of any Event of Default specified in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15,
and/or 3.16, the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of
its obligations hereunder, an amount equal to 150% multiplied by the then outstanding entire balance of the Note (including
principal and accrued and unpaid interest) plus Default Interest, if any, plus any amounts owed to the Holder pursuant
to Sections 1.4(g) hereof (collectively, in the aggregate of all of the above, the “Default Amount”), and all other
amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby
are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder
shall be entitled to exercise all other rights and remedies available at law or in equity.


 


The Holder shall
have the right at any time, to require the Borrower, to immediately issue, in lieu of the Default Amount, the number of shares
of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect, subject to the terms
of this Note (including but not limited to the beneficial ownership limitations contained in this Note).


 






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ARTICLE IV. MISCELLANEOUS


 


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


 


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


 


If to the Borrower, to:


 


BIOSOLAR, INC.


27936 Lost Canyon Road, Suite 202


Santa Clarita, CA 91387


e-mail: ir@biosolar.com


 


If to the Holder:


 


CROWN BRIDGE PARTNERS, LLC


1173a 2nd
Avenue, Suite 126


New York, NY 10065


e-mail: Info@CrownBridgeCapital.com


 




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4.3 Amendments.
This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The
term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally
executed, or if later amended or supplemented, then as so amended or supplemented.


 


4.4 Assignability.
This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and
its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Borrower
hereunder shall not be assigned, by operation of law or otherwise, in whole or in part, by the Borrower without the prior signed
written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer
shall be null and void if the Borrower does not obtain the prior signed written consent of the Holder). This Note or any of the
severable rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to
a third party, in whole or in part, without the need to obtain the Company’s consent thereto. Each transferee of this Note
must be an “accredited investor” (as defined in Rule 501(a) of the 1933 Act). Notwithstanding anything in this Note
to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending
arrangement.


 


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


 


4.6 Governing Law.
This Note shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of
conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note
shall be brought only in the state and/or federal courts of New York City, NY. The parties to this Note hereby irrevocably waive
any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction
or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The prevailing party shall be
entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Note
or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law,
then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process
and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction
Document 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 Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by law.


 






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4.7 Certain Amounts.
Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or the
portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the
Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult
to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate
the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock
acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower
and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the
Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock.


 


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


 


4.9 Prepayment.
Notwithstanding anything to the contrary contained in this Note, the Borrower may prepay any amount outstanding under this Note,
during the initial 60 calendar day period after the issuance of this Note, by making a payment to the Holder of an amount in cash
equal to 125% multiplied the amount that the Borrower is prepaying, subject to the Holder’s prior written acceptance in
Holder’s sole discretion. Notwithstanding anything to the contrary contained in this Note, the Borrower may prepay any amount
outstanding under this Note, during the 61st through 120 calendar day period after the issuance of this Note, by making a payment
to the Holder of an amount in cash equal to 135% multiplied the amount that the Borrower is prepaying, subject to the Holder’s
prior written acceptance in Holder’s sole discretion. Notwithstanding anything to the contrary contained in this Note, the
Borrower may prepay any amount outstanding under this Note, during the 121st through 180 calendar day period after the issuance
of this Note, by making a payment to the Holder of an amount in cash equal to 145% multiplied the amount that the Borrower is
prepaying, subject to the Holder’s prior written acceptance in Holder’s sole discretion. The Borrower may not prepay
any amount outstanding under this Note after the 180th calendar day after the issuance of this Note.


 


4.10 Usury. 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 Borrower covenants (to the extent that it may lawfully do so) that it shall not seek to claim or take advantage of any
law that would prohibit or forgive the Borrower from paying all or a portion of the principal or interest on this Note.


 






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4.11 Section 3(a)(10)
Transactions. If at any time while this Note is outstanding, the Borrower enters into a transaction structured in accordance
with, based upon, or related or pursuant to, in whole or in part, Section 3(a)(10) of the Securities Act (a “3(a)(10) Transaction”),
then a liquidated damages charge of 25% of the outstanding principal balance of this Note at that time, will be assessed and will
become immediately due and payable to the Holder, either in the form of cash payment or as an addition to the balance of the Note,
as determined by mutual agreement of the Borrower and Holder.


 


4.12 [Intentionally
Omitted].


 


 


[signature page to follow]


 




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IN WITNESS WHEREOF, Borrower has caused
this Note to be signed in its name by its duly authorized officer this February 20, 2019.


 


	BIOSOLAR, INC.	 
	 	 
	By:	 	 
	Name:	David Lee	 
	Title:	Chief Executive Officer	 




 




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EXHIBIT A -- NOTICE OF CONVERSION


 


The undersigned hereby
elects to convert $                             principal amount of the Note (defined below) into that number of shares of Common Stock to be issued
pursuant to the conversion of the Note (“Common Stock”) as set forth below, of BIOSOLAR, INC., a Nevada corporation
(the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of February 20, 2019
(the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer
taxes, if any.


 


Box Checked as to applicable instructions:


 


		☐	The Borrower shall electronically transmit the Common
Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit
Withdrawal Agent Commission system (“DWAC Transfer”).



 


Name of DTC Prime Broker:


Account Number:


 


		☐	The undersigned hereby requests that the Borrower issue
a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s
calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment
hereto:



 


CROWN
BRIDGE PARTNERS, LLC


1173a
2nd Avenue, Suite 126


New
York, NY 10065


e-mail:
Info@CrownBridgeCapital.com


 





	 	Date
                                         of Conversion:



	 	_____________
	 	Applicable
                                         Conversion Price:



	 	$____________
	 	Number
                                         of Shares of Common Stock to be Issued



	 	 
	 	Pursuant
                                         to Conversion of the Notes:



	 	_____________
	 	Amount
                                         of Principal Balance Due remaining



	 	 
	 	Under
                                         the Note after this conversion:



	 	_____________


  


	 	CROWN
    BRIDGE PARTNERS, LLC	 
	 	 	 
	 	By:	 	 
	 	Name:	          	 
	 	Title:	 	 
	 	Date:	 	 




 


 


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