Exhibit 10.6


 


THIS
INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY
HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE.


 


NEITHER THE ISSUANCE AND 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 MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)),
IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE
144A OR REGULATION S 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: $135,000.00	Issue Date: December 15, 2017


Actual Amount of Purchase Price: $135,000.00


 


CONVERTIBLE PROMISSORY NOTE


 


FOR
VALUE RECEIVED, NANOFLEX POWER CORPORATION, a Florida corporation (hereinafter called the “Borrower” or the “Company”),
hereby promises to pay to the order of FIRSTFIRE GLOBAL OPPORTUNITIES FUND LLC, a Delaware limited liability company, or
registered assigns (the “Holder”), in the form of lawful money of the United States of America, the principal sum of
$135,000.00, which amount is the $135,000.00 actual amount of the purchase price (the “Consideration”) hereof plus an
original issue discount in the amount of $0.00 (the “OID”) (subject to adjustment herein) (the “Principal Amount”)
and to pay interest on the unpaid Principal Amount hereof at the rate of twelve percent (12%) (the “Interest Rate”)
per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon
acceleration or by prepayment or otherwise, as further provided herein. The maturity date shall be nine (9) months from the Issue
Date (each a “Maturity Date”), and is the date upon which the principal sum, the OID, as well as any accrued and unpaid
interest and other fees, shall be due and payable.


 


It is
further acknowledged and agreed that the Principal Amount owed by Borrower under this Note shall be increased by the amount of
all expenses incurred by the Holder relating to the conversion of this Note into shares of Common Stock. All such expenses shall
be deemed added to the Principal Amount hereunder to the extent such expenses are paid by the Holder.


 


This Note may not be prepaid or repaid in whole
or in part except as otherwise explicitly set forth herein.


 


Interest
shall commence accruing on the date that the Note is fully funded and shall be computed on the basis of a 365-day year and the
actual number of days elapsed. Any Principal Amount or interest on this Note which is not paid when due shall bear interest at
the rate of the lesser of (i) fifteen percent (15%) per annum and (ii) the maximum amount permitted by law from the due date thereof
until the same is paid (“Default Interest”).


 


All payments
due hereunder (to the extent not converted into shares of common stock, $0.0001 par value per share, of the Borrower (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.


 




    	 	1	 



     


    

 


Each
capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase
Agreement, dated as of the Issue Date, pursuant to which this Note was originally issued (the “Purchase Agreement”).
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. As used herein,
the term “Trading Day” means any day that shares of Common Stock are listed for trading or quotation on the OTCBB (as
defined in the Purchase Agreement), any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE American.


 


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 terms shall apply to this Note:


 


ARTICLE I. CONVERSION RIGHTS


 


1.1 Conversion
Right. The Holder shall have the right, at any time on or after the Issue Date, to convert all or any portion of the then
outstanding and unpaid Principal Amount and interest (including any Default Interest) 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 (as defined below) 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 this Note 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 Conversion Shares 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 then outstanding
shares of Common Stock. For purposes of the proviso set forth in 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 “1934 Act”),
and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, however, that the
limitations on conversion may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice
to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date,
as determined by the Holder, as may be specified in such notice of waiver). The number of Conversion Shares 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 by the Holder in accordance with Section 1.4 below; provided that the Notice of
Conversion is submitted by facsimile or email (or by other means resulting in, or reasonably expected to result in, notice) to
the Borrower before 4:00 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 Rate 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).


 




    	 	2	 



     


    

 


1.2 Conversion Price.


 


(a)
Calculation of Conversion Price. The per share conversion price into which Principal Amount and interest (including any
Default Interest) under this Note shall be convertible into shares of Common Stock hereunder (the “Conversion Price”)
shall be equal to $0.50 (the “Fixed Conversion Price”), provided, further, that at any time on or after the earlier
of (a) the 180th calendar day after the Issue Date and (b) the date in which an Event of Default (as defined in this Note) occurs
under the Note, the Conversion Price shall equal the lower of (i) the Fixed Conversion Price or (ii) 60% multiplied by the lowest
traded price of the Common Stock during the twenty (20) consecutive Trading Day period immediately preceding the Trading Day that
the Company receives a Notice of Conversion (the “Alternate Conversion Price”); and provided, further, however, and
notwithstanding the above calculation of the Alternate Conversion Price or any other calculation of Conversion Price pursuant
to this Section 1.2, if the lowest traded price of the Common Stock is less than the Conversion Price on the date following the
Conversion Date (the “Free Trading Share Receipt Date”) on which the Holder actually receives from the Company or its
transfer agent Conversion Shares issuable pursuant to this Section 1 which are immediately upon receipt unrestricted and freely
tradable by the Holder either by way of (A) registration under the 1933 Act or (B) pursuant to Rule 144 under the 1933 Act (or
a successor rule) (“Rule 144”), Rule 144A under the 1933 Act (or a successor rule) (“Rule 144A”) or Regulation
S under the 1933 Act (or a successor rule) (“Regulation S”), then the Conversion Price shall be deemed to have been
retroactively adjusted, as of the Conversion Date, to a price equal to 60% multiplied by the lowest traded price of the Common
Stock on the Free Trading Shares Receipt Date (the “Free Trading Shares Receipt Date Conversion Price”), and the Company
shall, on the Trading Day following the Free Trading Share Receipt Date, issue to the Holder additional shares of unrestricted,
freely tradable Common Stock equal to the difference between (Y) the number of Conversion Shares receivable upon conversion of
the applicable Conversion Amount at the Conversion Price and (Z) the number of Conversion Shares receivable upon conversion of
the applicable Conversion Amount at the Free Trading Shares Receipt Date Conversion Price (subject to the beneficial ownership
limitations contained in Section 1.1, such that the additional shares shall be issued in tranches if required to comply with such
beneficial ownership limitations); and provided, further, however, and notwithstanding the above calculation of the Conversion
Price, if, prior to the repayment or conversion of this Note, in the event the Borrower consummates a registered or unregistered
primary offering of its securities for capital raising purposes (a “Primary Offering”), the Holder shall have the right,
in its discretion, to (x) demand repayment in full of an amount equal to any outstanding Principal Amount and interest (including
Default Interest) under this Note as of the closing date of the Primary Offering or (y) convert any outstanding Principal Amount
and interest (including any Default Interest) under this Note into Common Stock at the closing of such Primary Offering at a Conversion
Price equal to the lower of (i) the Conversion Price and (ii) a 20% discount to the offering price to investors in the Primary
Offering. The Borrower shall provide the Holder no less than ten (10) business days’ notice of the anticipated closing of a Primary
Offering and an opportunity to exercise its conversion rights in connection therewith.


 


(b) [Intentionally Omitted].


 


1.3 Authorized
and Reserved Shares. The Borrower covenants that at all times until the Note is satisfied in full, 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 a number of Conversion Shares equal to the greater of: (a) 20,000,000 shares of Common Stock or (b) the sum of (i) the number
of Conversion Shares issuable upon the full conversion of this Note (assuming no payment of Principal Amount or interest) as of
any issue date (taking into consideration any adjustments to the Conversion Price pursuant to Section 2 hereof or otherwise) multiplied
by (ii) five (5) (the “Reserved Amount”). In the event that the Borrower shall be unable to reserve the entirety
of the Reserved Amount (the “Reserve Amount Failure”), the Borrower shall promptly take all actions necessary to increase
its authorized share capital to accommodate the Reserved Amount (the “Authorized Share Increase”), including without
limitation, all board of directors actions and approvals and promptly (but no less than 60 days following the calling and holding
a special meeting of its shareholders no more than 60 days following the Reserve Amount Failure to seek approval of the Authorized
Share Increase via the solicitation of proxies. Notwithstanding the foregoing, in no event shall the Reserved Amount be lower
than the initial Reserved Amount, regardless of any prior conversions. The Borrower represents that upon issuance, the Conversion
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 Conversion Shares into which this Note 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 this
Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Conversion
Shares or instructions to have the Conversion Shares issued as contemplated by Section 1.4(f) hereof, 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 or cause the Company to electronically issue shares of Common Stock to execute and issue the necessary certificates
for the Conversion Shares or cause the Conversion Shares to be issued as contemplated by Section 1.4(f) hereof in accordance with
the terms and conditions of this Note.


 


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


 




    	 	3	 



     


    

 


1.4 Method of Conversion.


 


(a) Mechanics of
Conversion. This Note may be converted by the Holder in whole or in part, on any Trading Day, at any time on or after the
Issue Date, by submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication
dispatched on the Conversion Date prior to 4:00 p.m., New York, New York time). Any Notice of Conversion submitted after 4:00
p.m., New York, New York time, shall be deemed to have been delivered and received on the next Trading Day.


 


(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 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.


 


(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 Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f)
hereof) within one (1) Trading Day after such receipt (the “Deadline”) (and, solely in the case of conversion of the
entire unpaid Principal Amount and interest (including any Default Interest) under this Note, surrender of this Note). If the
Company shall fail for any reason or for no reason to issue to the Holder on or prior to the Deadline a certificate for the number
of Conversion Shares or to which the Holder is entitled hereunder and register such Conversion Shares on the Company’s share register
or to credit the Holder’s balance account with DTC (as defined below) for such number of Conversion Shares to which the Holder
is entitled upon the Holder’s conversion of this Note (a “Conversion Failure”), then, in addition to all other remedies
available to the Holder, (i) the Company shall pay in cash to the Holder on each day after the Deadline and during such Conversion
Failure an amount equal to 2.0% of the product of (A) the sum of the number of Conversion Shares not issued to the Holder on or
prior to the Deadline and to which the Holder is entitled and (B) the closing sale price of the Common Stock on the Trading Day
immediately preceding the last possible date which the Company could have issued such Conversion Shares to the Holder without
violating this Section 1.4(d); and (ii) the Holder, upon written notice to the Company, may void its Notice of Conversion with
respect to, and retain or have returned, as the case may be, any portion of this Note that has not been converted pursuant to
such Notice of Conversion; provided that the voiding of an Notice of Conversion shall not affect the Company’s obligations to
make any payments which have accrued prior to the date of such notice. In addition to the foregoing, if on or prior to the Deadline
the Company shall fail to issue and deliver a certificate to the Holder and register such Conversion Shares on the Company’s share
register or credit the Holder’s balance account with DTC for the number of Conversion Shares to which the Holder is entitled upon
the Holder’s exercise hereunder or pursuant to the Company’s obligation pursuant to clause (ii) below, and if on or after such
Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction
of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company,
then the Company shall, within two (2) Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay
cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other reasonable
and customary out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which
point the Company’s obligation to deliver such certificate (and to issue such Conversion Shares) or credit such Holder’s balance
account with DTC for such Conversion Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a
certificate or certificates representing such Conversion Shares or credit such Holder’s balance account with DTC and pay cash
to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common
Stock, times (B) the closing sales price of the Common Stock on the date of exercise. Nothing shall limit the Holder’s right to
pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing the Conversion
Shares (or to electronically deliver such Conversion Shares) upon the conversion of this Note as required pursuant to the terms
hereof.


 




    	 	4	 



     


    

 


(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 Conversion Shares issuable upon such conversion, the outstanding Principal Amount and
the amount of accrued and unpaid interest (including any Default Interest) under 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 the Conversion Shares (or cause the electronic delivery of the Conversion
Shares as contemplated by Section 1.4(f) hereof) 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 received by the Borrower before 6:00 p.m., New York, New York time,
on such date.


 


(f)
Delivery of Conversion Shares by Electronic Transfer. In lieu of delivering physical certificates representing the Conversion
Shares issuable upon conversion hereof, provided the Borrower is participating in the Depository Trust Company (“DTC”)
Fast Automated Securities Transfer or Deposit/Withdrawal at Custodian programs, 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 Conversion Shares issuable upon conversion hereof to the Holder by crediting the account
of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.


 


1.5
Concerning the Shares. The Conversion Shares 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 1933 Act or (ii) the Borrower or its transfer
agent shall have been furnished with an opinion of counsel (which opinion shall be the Legal Counsel Opinion (as defined in the
Purchase Agreement)) 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, Rule 144A or Regulation S 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 (as defined in the Purchase Agreement).
Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time
as the Conversion Shares have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A or Regulation
S without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate
for the Conversion Shares 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 MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE
PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT
TO RULE 144, RULE 144A OR REGULATION S 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.”


 




    	 	5	 



     


    

 


The legend
set forth above shall be removed and the Company shall issue to the Holder a certificate for the applicable Conversion Shares
without such legend upon which it is stamped or (as requested by the Holder) issue the applicable Conversion Shares by electronic
delivery by crediting the account of such holder’s broker with DTC, if, unless otherwise required by applicable state securities
laws: (a) such Conversion Shares are registered for sale under an effective registration statement filed under the 1933 Act or
otherwise may be sold pursuant to Rule 144, Rule 144A or Regulation S without any restriction as to the number of securities as
of a particular date that can then be immediately sold, or (b) the Company or the Holder provides the Legal Counsel Opinion (as
contemplated by and in accordance with Section 4(m) of the Purchase Agreement) to the effect that a public sale or transfer of
such Conversion Shares may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so
that the sale or transfer is effected. The Company shall be responsible for the fees of its transfer agent and all DTC fees associated
with any such issuance. The Holder agrees to sell all Conversion Shares, including those represented by a certificate(s) from
which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the
Company does not accept the opinion of counsel provided by the Holder with respect to the transfer of Conversion Shares pursuant
to an exemption from registration, such as Rule 144, Rule 144A or Regulation S, at the Deadline, notwithstanding that the conditions
of Rule 144, Rule 144A or Regulation S, as applicable, have been met, it will be considered an Event of Default under this Note.


 


1.6 Effect of Certain Events.


 


(a) Effect of Merger,
Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets
of the Borrower, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as
defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default pursuant
to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an
amount equal to the Default Amount (defined in Section 3.21) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person”
shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.


 


(b)
Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion
of all of this Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other
similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number
of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance
of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the
Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis
and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable
upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had
this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth
herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this
Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and
of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable
in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not effectuate any
transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, at least thirty (30) days prior
written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of
shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares,
recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert
this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations
of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or
share exchanges.


 




    	 	6	 



     


    

 


(c) Adjustment
Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets)
to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or
distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary
(i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this
Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets
which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such
Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such
Distribution.


 


(d) Purchase Rights.
 If, at any time when all or any portion of this Note is issued and outstanding, the Borrower issues any convertible securities
or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record
holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such
Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares
of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained herein)
immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such
record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of
such Purchase Rights.


 


(e)
Dilutive Issuance. If the Borrower, at any time while this Note or any amounts due hereunder are outstanding, issues, sells
or grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants
any right to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant
or any option to purchase or other disposition), any Common Stock or other securities convertible into, exercisable for, or otherwise
entitle any person or entity the right to acquire, shares of Common Stock (including, without limitation, upon conversion of this
Note, and any convertible notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective
price per share that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such
issuances, collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Stock or other securities
so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise
or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance,
be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance
shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion
Price shall be reduced, at the option of the Holder, to a price equal the Base Conversion Price. If the Company enters into a
Variable Rate Transaction, despite the prohibition set forth in the Purchase Agreement, the Company shall be deemed to have issued
Common Stock or Common Stock Equivalents at the lowest possible price per share at which such securities could be issued in connection
with such Variable Rate Transaction. Such adjustment shall be made whenever such Common Stock or other securities are issued.
Notwithstanding the foregoing, no adjustment will be made under this Section 1.6(e) in respect of an Exempt Issuance. In the event
of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 1.6(e) shall be
calculated as if all such securities were issued at the initial closing.


 


An “Exempt Issuance”
shall mean the issuance of (a) shares of Common Stock or other securities to officers or directors of the Company pursuant to
any stock or option or similar equity incentive plan duly adopted for such purpose, by a majority of the non-employee members
of the Company’s Board of Directors or a majority of the members of a committee of non-employee directors established for such
purpose in a manner which is consistent with the Company’s prior business practices; (b) securities issued pursuant to a merger,
consolidation, acquisition or similar business combination approved by a majority of the disinterested directors of the Company,
provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its
subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall
provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which
the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing
in securities; (c) securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement
or debt financing from a bank or similar financial institution approved by a majority of the disinterested directors of the Company;
or (d) securities issued with respect to which the Holder waives its rights in writing under this Section 1.6(e).


 




    	 	7	 



     


    

 


(f) Notice of Adjustments.
Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described in this
Section 1.6, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and prepare and furnish to the
Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment
or readjustment is based. The Borrower shall, upon the written request at any time of the Holder, furnish to such Holder a like
certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect and (iii) the number
of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion
of the Note.


 


1.7 [Intentionally Omitted].


 


1.8 Status as
Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the Conversion Shares covered thereby (other than
the Conversion 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 for the Borrower’s failure to convert this Note.


 


1.9
Prepayment. Notwithstanding anything to the contrary contained in this Note, at any time prior to or as of (but not following)
the earlier of the (i) the first Conversion Date for the respective tranche hereunder and (ii) Maturity Date for the respective
tranche hereunder, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice
to the Holder of the Note, to prepay the outstanding Principal Amount and interest (including any Default Interest) then due under
this Note, in whole or in part, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment
Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower
is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days
from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”),
the Borrower shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder
in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its
right to prepay the Note at any time within the initial 90 days following the Issue Date, the Borrower shall make payment to the
Holder of an amount in cash equal to the sum of: (w) 135% multiplied by the Principal Amount then outstanding plus (x)
accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date plus (y) Default Interest, if any,
on the amounts referred to in clauses (w) and (x). If the Borrower exercises its right to prepay the Note at any time within the
from the 91st day through the 120th day following the Issue Date, the Borrower shall make payment to the
Holder of an amount in cash equal to the sum of: (w) 140% multiplied by the Principal Amount then outstanding plus (x)
accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date plus (y) Default Interest, if any,
on the amounts referred to in clauses (w) and (x). If the Borrower exercises its right to prepay the Note at any time within the
from the 121st day through the 180th day following the Issue Date, the Borrower shall make payment to the
Holder of an amount in cash equal to the sum of: (w) 145% multiplied by the Principal Amount then outstanding plus (x)
accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date plus (y) Default Interest, if any, on the
amounts referred to in clauses (w) and (x). After the expiration of one hundred eighty (180) days following the Issue Date, the
Borrower shall have no right of prepayment.


 


1.10 [Intentionally Omitted].


 




    	 	8	 



     


    

 


ARTICLE II. RANKING AND CERTAIN COVENANTS


 


2.1 Ranking and
Security. The obligations of the Borrower under this Note shall rank senior with respect to any and all Indebtedness incurred
following the Issue Date.


 


2.2 Other Indebtedness.
So long as the Borrower shall have any obligation under this Note, the Borrower shall not (directly or indirectly through
any Subsidiary or affiliate) incur or suffer to exist or guarantee any Indebtedness that is senior to (in priority of payment
and performance) the Borrower’s obligations hereunder. As used in this Section 2.2, the term “Borrower” means the Borrower
and any Subsidiary of the Borrower. As used herein, the term “Indebtedness” means (a) all indebtedness of the Borrower
for borrowed money or for the deferred purchase price of property or services, including any type of letters of credit, but not
including deferred purchase price obligations in place as of the Issue Date and as disclosed in the SEC Documents or obligations
to trade creditors incurred in the ordinary course of business, (b) all obligations of the Borrower evidenced by notes, bonds,
debentures or other similar instruments, (c) purchase money indebtedness hereafter incurred by the Borrower to finance the purchase
of fixed or capital assets, including all capital lease obligations of the Borrower which do not exceed the purchase price of
the assets funded, (d) all guarantee obligations of the Borrower in respect of obligations of the kind referred to in clauses
(a) through (c) above that the Borrower would not be permitted to incur or enter into, and (e) all obligations of the kind referred
to in clauses (a) through (d) above that the Borrower is not permitted to incur or enter into that are secured and/or unsecured
by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured and/or unsecured
by) any lien or encumbrance on property (including accounts and contract rights) owned by the Borrower, whether or not the Borrower
has assumed or become liable for the payment of such obligation.


 


2.3 Distributions
on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s
written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property
or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional
shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect
of its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the
Borrower’s disinterested directors.


 


2.4 Restriction
on Stock Repurchases and Debt Repayments. So long as the Borrower shall have any obligation under this Note, the Borrower
shall not without the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property
or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the
Borrower or any warrants, rights or options to purchase or acquire any such shares, or repay any pari passu or subordinated indebtedness
of Borrower.


 


2.5
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.


 




    	 	9	 



     


    

 


2.6 Advances and
Loans; Affiliate Transactions. So long as the Borrower shall have any obligation under this Note, the Borrower shall not,
without the Holder’s written consent, lend money, give credit, make advances to or enter into any transaction with any person,
firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates
of the Borrower, except loans, credits or advances (a) in existence or committed on the Issue Date and which the Borrower has
informed Holder in writing prior to the Issue Date, (b) in regard to transactions with unaffiliated third parties, made in the
ordinary course of business or (c) in regard to transactions with unaffiliated third parties, not in excess of $50,000. So long
as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, repay
any affiliate (as defined in Rule 144) of the Borrower in connection with any indebtedness or accrued amounts owed to any such
party.


 


2.7 Section 3(a)(9)
or 3(4(10) Transaction. So long as this Note is outstanding, the Borrower shall not enter into any transaction or arrangement
structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of the Securities
Act (a “3(a)(9) Transaction”) or Section 3(a)(10) of the Securities Act (a “3(a)(10) Transaction”). In the
event that the Borrower does enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10)
Transaction while this note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of this Note,
but not less than Twenty Five Thousand Dollars ($25,000), will be assessed and will become immediately due and payable to the
Holder at its election in the form of a cash payment or added to the balance of this Note (under Holder’s and Borrower’s expectation
that this amount will tack back to the Issue Date).


 


2.8 Preservation
of Business and Existence, etc. So long as the Borrower shall have any obligation under this Note, the Borrower shall not,
without the Holder’s written consent, change the nature of its business or sell, divest, or change the structure of any material
assets other than in the ordinary course of business. In addition, so long as the Borrower shall have any obligation under this
Note, the Borrower shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence, rights
and privileges, and become or remain, and cause each of its Subsidiaries (other than dormant Subsidiaries that have no or minimum
assets) to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties
owned or leased by it or in which the transaction of its business makes such qualification necessary. Furthermore, so long as
the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, solicit
any offers for, respond to any unsolicited offers for, or conduct any negotiations with, any other person or entity with respect
to any Variable Rate Transaction or investment.


 


2.9 Noncircumvention.
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate or Articles of Incorporation
or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue
or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms
of this Note, and will at all times in good faith carry out all the provisions of this Note and take all action as may be required
to protect the rights of the Holder.


 


2.10 Lost, Stolen
or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to
the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall
execute and deliver to the Holder a new Note.


 




    	 	10	 



     


    

 


ARTICLE III. EVENTS OF DEFAULT


 


It shall be considered
an event of default if any of the following events listed in this Article III (each, an “Event of Default”) shall occur:


 


3.1
Failure to Pay Principal or Interest. The Borrower fails to pay the Principal Amount hereof or interest thereon when due
on this Note, whether at maturity, upon acceleration or otherwise, or fails to fully comply with Section 1.10 of this Note.


 


3.2 Conversion
and the Shares. The Borrower (i) fails to issue Conversion Shares 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, (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated
form) any certificate for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as
and when required by this Note, (iii) reserve the Reserved Amount at all times, or (iii) 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) any certificate for the Conversion Shares issuable 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 certificate for any Conversion Shares 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) Trading 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 forty eight (48) hours of a demand
from the Holder.


 


3.3 Breach of
Agreements and Covenants. The Borrower breaches any material agreement, covenant or other material term or condition contained
in the Purchase Agreement, this Note, the Warrant described in the Purchase Agreement, the Irrevocable Transfer Agent Instructions
or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith.


 


3.4 Breach of
Representations and Warranties. Any representation or warranty of the Borrower made in the Purchase Agreement, this Note,
the Warrant described in the Purchase Agreement, the Irrevocable Transfer Agent Instructions or in any agreement, statement or
certificate given in writing pursuant hereto or in connection herewith or therewith 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 or the Purchase Agreement.


 


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 Judgments.
Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower
or any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of
twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.


 


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 of the Common Stock on at least one of the Over the Counter
Bulletin Board, the OTCQB Market, any level of the OTC Markets, or any level of the Nasdaq Stock Market or the New York Stock
Exchange (including the NYSE American), which remains uncured for a period of ten (10) business days.


 




    	 	11	 



     


    

 


3.9
Failure to Comply with the 1934 Act. At any time after the Issue Date, the Borrower shall fail to comply with the reporting
requirements of the 1934 Act and/or the Borrower shall cease to be subject to the reporting requirements of the 1934 Act. It shall
be an Event of Default under this Section 3.9 if the Borrower shall file any Notification of Late Filing on Form 12b-25 with the
SEC.


 


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.


 


3.12 Maintenance
of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other
assets which are necessary to conduct its business (whether now or in the future).


 


3.13 Financial
Statement Restatement. The 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 or the Purchase Agreement.


 


3.14 Reverse Splits.
The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder.


 


3.15 Replacement
of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior
to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered
pursuant to the Purchase Agreement (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.


 


3.16 DTC “Chill”.
The DTC places a “chill” (i.e. a restriction placed by DTC on one or more of DTC’s services, such as limiting
a DTC participant’s ability to make a deposit or withdrawal of the security at DTC) on any of the Borrower’s securities.


 


3.17 Illegality.
Any court of competent jurisdiction issues an order declaring this Note, the Purchase Agreement or any provision hereunder or
thereunder to be illegal.


 


3.18. DWAC Eligibility.
In addition to the Event of Default in Section 3.16, the Common Stock is otherwise not eligible for trading through the DTC’s
Fast Automated Securities Transfer or Deposit/Withdrawal at Custodian programs.


 


3.19 Cross-Default. The declaration
of an event of default by any lender or other extender of credit to the Company under any notes, loans, agreements or other instruments
of the Company evidencing any Indebtedness of the Company (including those filed as exhibits to or described in the Company’s
filings with the SEC), after the passage of all applicable notice and cure or grace periods.


 


3.20
Variable Rate Transactions; Dilutive Issuances; Rule 144. The Borrower (i) issues shares of Common Stock (or convertible
securities or Purchase Rights) pursuant to an equity line of credit of the Company or otherwise in connection with a Variable
Rate Transaction (whether now existing or entered into in the future), (ii) adjusts downward the “floor price” at which
shares of Common Stock (or convertible securities or Purchase Rights) may be issued under an equity line of credit or otherwise
in connection with a Variable Rate Transaction (whether now existing or entered into in the future), (iii) issues a Dilutive Issuance,
(iv) enters into a Variable Rate Transaction without the Holder’s written consent during the initial thirty five (35) business
day period after the Issue Date, or (v) if, at any time on or after the date which is six (6) months after the Issue Date, the
Holder is unable to (a) obtain a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder,
the Holder’s brokerage firm, and the Company’s transfer agent in order to facilitate the Holder’s conversion of any portion of
the Note into free trading shares of the Borrower’s Common Stock pursuant to Rule 144, and (b) thereupon deposit such shares into
the Holder’s brokerage account.


 




    	 	12	 



     


    

 


3.21 Rights and
Remedies Upon an Event of Default. Upon the occurrence and during the continuation of any Event of Default specified in this
Article III, this Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction
of its obligations hereunder, an amount (the “Default Amount”) equal to the Principal Amount then outstanding plus accrued
interest (including any Default Interest) through the date of full repayment multiplied by 150%. Holder may, in its sole discretion,
determine to accept payment part in Common Stock and part in cash. For purposes of payments in Common Stock, the conversion formula
set forth in Section 1.2 shall apply. Upon an uncured Event of Default, all amounts payable hereunder shall immediately become
due and payable, all without demand, presentment or notice, all of which hereby are expressly waived by the Borrower, 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, including, without limitation, those set forth in Section 3.22 below.


 


3.22 Holder’s
Right to Confession of Judgment. Upon the occurrence and during the continuation of any Event of Default, and in addition
to any other right or remedy of the Holder hereunder, under the Purchase Agreement or otherwise at law or in equity, the Borrower
hereby irrevocably authorizes and empowers Holder or its legal counsel, each as the Borrower’s attorney-in-fact, to appear ex
parte and without notice to the Borrower to confess judgment against the Borrower for the unpaid amount of this Note as evidenced
by the Affidavit of Confession of Judgment signed by the Borrower as of the Issue Date and to be completed by the Holder or its
counsel pursuant to the foregoing power of attorney (which power is coupled with an interest), a copy of which is attached as
Exhibit B hereto (the “Affidavit”). The Affidavit shall set forth the amount then due hereunder, plus attorney’s
fees and cost of suit, and to release all errors, and waive all rights of appeal. The Borrower waives the right to contest Holder’s
rights under this Section 3.22, including without limitation the right to any stay of execution and the benefit of all exemption
laws now or hereafter in effect. No single exercise of the foregoing right and power to confess judgment will be deemed to exhaust
such power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void, and such power shall
continue undiminished and may be exercised from time to time as the Holder may elect until all amounts owing on this Note have
been paid in full.


 


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 of the Holder 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, e-mail or facsimile, 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 or delivery by e-mail or 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:


 


NANOFLEX POWER
CORPORATION


17207 N. Perimeter Dr., Suite 210


Scottsdale, AZ 85255


Attention: Dean Ledger


e-mail: investorrelations@nanoflexpower.com


 




    	 	13	 



     


    

 


If to the Holder:


 


FIRSTFIRE GLOBAL OPPORTUNITIES FUND LLC


1040 First Avenue, Suite 190


New York, NY 10022


Attention: Eli Fireman


e-mail: eli@firstfirecapital.com


 


With a copy by e-mail only to (which copy shall not
constitute notice):


 


LEGAL & COMPLIANCE, LLC


330 Clematis Street, Suite 217


West Palm Beach, FL 33401


Attn: Chad Friend, Esq., LL.M.


e-mail: CFriend@LegalandCompliance.com


 


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. Each transferee of this Note must be an “Accredited Investor” (as defined in the Purchase
Agreement). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral by Holder 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;
Venue; Attorney’s Fees. 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 or any other agreement, certificate, instrument or document contemplated hereby shall be brought only
in the state courts of New York or in the federal courts located in the state and county of New York. The Borrower hereby irrevocably
waives 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 HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY
HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT
OF THIS NOTE OR ANY TRANSACTIONS CONTEMPLATED HEREBY. 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 Note or any other agreement, certificate,
instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any other manner permitted by law. The prevailing party in any action or dispute
brought in connection with this the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby
shall be entitled to recover from the other party its reasonable attorney’s fees and costs.


 




    	 	14	 



     


    

 


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 Purchase Agreement.
The Company and the Holder shall be bound by the applicable terms of the Purchase Agreement and the documents entered into in
connection herewith and therewith.


 


4.9 Notice of
Corporate Events. Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder of Common Stock
unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior notification
of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders).
In the event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are
entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including
by way of merger, consolidation, reclassification or recapitalization) any share of any class or any other securities or property,
or to receive any other right, or for the purpose of determining shareholders who are entitled to vote in connection with any
Change in Control or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to
the Holder, at least twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the consummation
of the transaction or event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such
dividend, distribution, right or other event, and a brief statement regarding the amount and character of such dividend, distribution,
right or other event to the extent known at such time. The Borrower shall make a public announcement of any event requiring notification
to the Holder hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this
Section 4.9.


 


4.10 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.


 


4.11 Construction;
Headings. This Note shall be deemed to be jointly drafted by the Company and all the Holder and shall not be construed against
any person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect
the interpretation of, this Note.


 




    	 	15	 



     


    

 


4.12
Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever
claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now
or at any time hereafter in force, in connection with any action or proceeding that may be brought by the Holder in order to enforce
any right or remedy under this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed
and provided that the total liability of the Company under this Note for payments which under the applicable law are in the nature
of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without
limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any
other sums which under the applicable law in the nature of interest that the Company may be obligated to pay under this Note exceed
such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by applicable law and applicable to this
Note is increased or decreased by statute or any official governmental action subsequent to the Issue Date, the new maximum contract
rate of interest allowed by law will be the Maximum Rate applicable to this Note from the effective date thereof forward, unless
such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate
is paid by the Company to the Holder with respect to indebtedness evidenced by this the Note, such excess shall be applied by
the Holder to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such
excess to be at the Holder’s election.


 


4.13 Severability.
In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law (including
any judicial ruling), 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 this Note.


 


4.14 Terms of Future
Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its subsidiaries of any security
with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not
similarly provided to the Holder in this Note, then (i) the Borrower shall notify the Holder of such additional or more favorable
term within one (1) business day of the issuance of the respective security, and (ii) such term, at Holder’s option, shall become
a part of the transaction documents with the Holder (regardless of whether the Borrower complied with the notification provision
of this Section 4.14). The types of terms contained in another security that may be more favorable to the holder of such security
include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest
rates, and original issue discounts.


 


[signature page follows]


 




    	 	16	 



     


    

 


IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer on December 15, 2017.


 


	NANOFLEX POWER CORPORATION	 
	 	 	 
	By:	/s/ Dean Ledger	 
	 	Name: Dean Ledger	 
	 	Title: Chief Executive Officer	 


 




    	 	17	 



     


    

 


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 NANOFLEX POWER CORPORATION, a Florida
corporation (the “Borrower”), according to the conditions of the Convertible Promissory Note of the Borrower
dated as of December 15, 2017 (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:



 


FIRSTFIRE GLOBAL OPPORTUNITIES FUND LLC


1040 First Avenue, Suite 190


New York, NY 10022


Attn: Eli Fireman


e-mail: eli@firstfirecapital.com


 


	 	Date of Conversion:	 	 	 	 
	 	Applicable Conversion
    Price:	 	$	 	 
	 	Costs Incurred by
    the Undersigned to Convert the Note into Shares of Common Stock:	 	$	 	 
	 	Number of Shares of
    Common Stock to be Issued Pursuant to
    Conversion of the Note: 	 	 	 	 
	 	Amount of Principal
    Balance Due remaining Under the Note after     this conversion:	 	 	 	 


 


	By:	 	 
	Name: 	 	 
	Title: 	 	 
	Date:	 	 


 




     


     


    

 


EXHIBIT B


 


Affidavit of Confession of Judgment


 


SUPREME COURT OF THE STATE OF NEW YORK


COUNTY OF
NEW YORK


_____________________________________X


 


FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC,


	 	 	Index No.
	Plaintiff,	 	 
	 	 	AFFIDAVIT OF
	 	 	CONFESSION OF
	- against -	 	JUDGMENT


 


NANOFLEX POWER CORPORATION,


	Defendant.	 	 





_____________________________________X


 


	STATE OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 


 


Dean Ledger, being duly sworn, hereby deposes and
says:


 


1.         I
am the Chief Executive Officer of defendant NANOFLEX POWER CORPORATION (the “Company”) (the “Borrower”). As
such, I am fully familiar with all the facts and circumstances recited herein on personal knowledge. Borrower has its principal
place of business at 17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255. On behalf of the Borrower, I hereby confess judgment
in favor of FirstFire Global Opportunities Fund, LLC (“FirstFire”), residing at 1040 First Avenue, Suite 190, New York,
New York, 10022, in the amount of the Default Amount (as defined in the convertible promissory note between of the parties, dated
December 15, 2017 (the “Note”)), less any payments made on or after the date of this affidavit of confession of judgment,
plus interest a default interest rate of fifteen percent (15%) percent per annum on said amount. In no event shall interest payable
hereunder exceed the maximum permissible under applicable law.


 


2.         I
hereby authorize the Supreme Court of the State of New York to enter judgment against Borrower in the amount of in the amount
of the Default Amount plus a default interest rate of fifteen percent (15%) per annum on said amount from the date of any default,
plus the costs and attorneys’ fees that are set forth below, less any payments made on or after the date of this affidavit of
confession of judgment, upon Borrower’s failure for any reason to timely make any payment to FirstFire called for by the Note,
due to Borrower’s breach of Section 3.1 of the Note (failure to pay Principal or Interest) or due to Borrower’s breach of its
obligations that it owes to FirstFire pursuant to Sections 3.2-3.20 of the Note.


 


3.         In
order to secure these obligations, Borrower agreed to simultaneously deliver with the execution of the Note this Affidavit of
Confession of Judgment.


 


4.         The
sums confessed pursuant to this affidavit of confession of judgment are justly due and owing to FirstFire under the following
circumstances: Borrower entered into the Note pursuant to which Borrower promised to pay to the order of FirstFire the Default
Amount plus interest as provided for therein. The amounts confessed by this affidavit represent a convertible note investment
by FirstFire in Borrower and arise out of Borrower’s breach of its obligations under the Note.


 


5.         Borrower
agrees to pay any and all costs and expenses incurred by FirstFire in enforcing the terms of this affidavit of confession of judgment,
including reasonable attorneys’ fees and expenses at the rate of $475.00 per hour that FirstFire incurs or is billed for in connection
with enforcing the terms of the affidavit of confession of judgment, entering any Judgment, collecting upon said Judgment, and
defending or prosecuting any appeals.


 




     


     


    

 


	 	NANOFLEX POWER CORPORATION
	 	 	 
	 	By:	/s/ Dean Ledger
	 	Name:	Dean Ledger
	 	Title:	Chief Executive Officer


 




     


     


    

 


	STATE OF ARIZONA	)	 
	 	)	ss.:
	COUNTY OF MARICOPA	)	 


 


ACKNOWLEDGMENT


 


On 20th of
December, 2017 before me personally came Dean Ledger, to me known, who, by me duly sworn, did depose and say that deponent is
an officer of NANOFLEX POWER CORPORATION, the corporation described in, and which executed the foregoing affidavit of confession
of judgment, that deponent knows the seal of the corporation, that the seal affixed to the affidavit of confession of judgment
is the corporation’s seal, that it was affixed by order of the board of directors of the corporation and that deponent signed
deponent’s name by like order.


 


	/s/ Amanda
Hernandez	 
	Notary Public	 


 


SEAL:


 


[Signature Page
to Affidavit of Confession of Judgment]


 


		 	AMANDA HERNANDEZ

        Notary Public –
        Arizona

        Maricopa County

        Expires 06/15/2019