EXHIBIT
10.63


 


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 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: US$110,875.00	 	Issue
    Date: November 29, 2017
	Purchase
    Price: US$110,875.00	 	 


 


CONVERTIBLE
PROMISSORY NOTE


 


FOR
VALUE RECEIVED, PROGREEN US, INC., a Delaware corporation (hereinafter called the “Borrower”), hereby promises
to pay to the order of AUCTUS FUND, LLC, a Delaware limited liability company, or registered assigns (the “Holder”)
the sum of US$110,875.00 together with any interest as set forth herein, on August 29, 2018 (the “Maturity Date”),
and to pay interest on the unpaid principal balance hereof at the rate of twelve percent (12%) (the “Interest Rate”)
per annum from the date of funding of this Note (the “Issue Date”) until the same becomes due and payable, whether
at maturity or upon acceleration or by prepayment or otherwise. This Note may not be prepaid in whole or in part except as otherwise
explicitly set forth herein with the written consent of the Holder which may be withheld for any reason or for no reason. Any
amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) twenty
four percent (24%) per annum or (ii) the maximum amount allowed by law from the due date thereof until the same is paid (the “Default
Interest”). Interest shall commence accruing on the date that the Note 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 common stock,
$0.0001 par value per share (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. Each capitalized
term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement
dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).


 




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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:


 


5.
CONVERSION RIGHTS


 


	 	a.	Conversion
    Right. The Holder shall have the right at any time following six months after the Issue Date, and from time to time thereafter,
    and ending on the later of (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined in Article
    III) pursuant to Section 1.6(a) or Article III, each in respect of the remaining outstanding principal amount of this Note
    to convert all or any part of the outstanding and unpaid principal amount 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 (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 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, except
    as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations
    on conversion may be waived by the Holder (up to a maximum of 9.99%) 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 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 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 before 6:00 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 rates provided in this Note to the Conversion
    Date, provided however, that the Borrower shall have the right to pay any or all interest in cash 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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b.
Conversion Price.


 


Calculation
of Conversion Price. Subject to the adjustments described herein, the conversion price (the “Conversion Price”)
shall equal the lesser of (i) the lowest Trading Price (as defined below) during the previous twenty-five (25) Trading Day period
ending on the latest complete Trading Day prior to the date of this Note and (ii) 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). The “Variable Conversion Price” shall mean 55% multiplied by the Market Price (as
defined herein) (representing a discount rate of 45%). “Market Price” means the lowest Trading Price for the Common
Stock during the twenty-five (25) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading
Price” means, for any security as of any date, the lesser of: (i) the lowest trade price on the OTC Pink, OTCQB or applicable
trading market as reported by a reliable reporting service (“Reporting Service”) designated by the Holder or, if the
OTC Pink is not the principal trading market for such security, the trading price of such security on the principal securities
exchange or trading market where such security is listed or traded or, if no trading price of such security is available in any
of the foregoing manners, the average of the trading prices of any market makers for such security that are listed in the “pink
sheets” by the National Quotation Bureau, Inc., or (ii) the closing bid price on the OTC Pink, OTCQB or applicable trading
market as reported by a Reporting Service designated by the Holder or, if the OTC Pink is not the principal trading market for
such security, the closing bid price of such security on the principal securities exchange or trading market where such security
is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of
the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National
Quotation Bureau, Inc. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per
share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest
value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. Furthermore, the Conversion
Price may be adjusted downward if, within three (3) business days of the transmittal of the Notice of Conversion to the Borrower,
the Common Stock has a closing bid which is 5% or lower than that set forth in the Notice of Conversion. If the shares of the
Borrower’s Common Stock have not been delivered within three (3) business days to the Borrower, the Notice of Conversion
may be rescinded. At any time after the Closing Date, if in the case that the Borrower’s Common Stock is not deliverable
by DWAC (including if the Borrower’s transfer agent has a policy prohibiting or limiting delivery of shares of the Borrower’s
Common Stock specified in a Notice of Conversion), an additional 10% discount will apply for all future conversions under all
Notes. If in the case that the Borrower’s Common Stock is “chilled” for deposit into the DTC system and only
eligible for clearing deposit, an additional 15% discount shall apply for all future conversions under all Notes while the “chill”
is in effect. If in the case of both of the above, an additional cumulative 25% discount shall apply. Additionally,
if the Company ceases to be a reporting company pursuant to the 1934 Act or if the Note cannot be converted into free trading
shares after one hundred eighty-one (181) days from the Issue Date, an additional 30% discount will be attributed to the Conversion
Price. 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 OTC Pink, OTCQB
or on the principal securities exchange or other securities market on which the Common Stock is then being traded. The Borrower
shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. Holder shall be entitled
to deduct $500.00 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.


 




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While
this Note is outstanding, each time any 3rd party has the right to convert monies owed to that 3rd party
(or receive shares pursuant to a settlement or otherwise), including but not limited to under Section 3(a)(9) and Section 3(a)(10),
at a discount to market greater than the Conversion Price in effect at that time (prior to all other applicable adjustments in
the Note), then the H1older, in Holder’s sole discretion, may utilize such greater discount percentage (prior to all applicable
adjustments in this Note) until this Note is no longer outstanding. While this Note is outstanding, each time any 3rd
party has a look back period greater than the look back period in effect under the Note at that time, including but not limited
to under Section 3(a)(9) and Section 3(a)(10), then the Holder, in Holder’s sole discretion, may utilize such greater number
of look back days until this Note is no longer outstanding. The Borrower shall give written notice to the Holder within one (1)
business day of becoming aware of any event that could permit the Holder to make any adjustment described in the two immediately
preceding sentences.


 


	 	i.	Conversion
    Price During Major Announcements. Notwithstanding anything contained in Section 1.2(a) to the contrary, in the event the
    Borrower (i) makes a public announcement that it intends to consolidate or merge with any other corporation (other than a
    merger in which the Borrower is the surviving or continuing corporation and its capital stock is unchanged) or sell or transfer
    all or substantially all of the assets of the Borrower or (ii) any person, group or entity (including the Borrower) publicly
    announces a tender offer to purchase 50% or more of the Borrower’s Common Stock (or any other takeover scheme) (the
    date of the announcement referred to in clause (i) or (ii) is hereinafter referred to as the “Announcement Date”),
    then the Conversion Price shall, effective upon the Announcement Date and continuing through the Adjusted Conversion Price
    Termination Date (as defined below), be equal to the lower of (x) the Conversion Price which would have been applicable for
    a Conversion occurring on the Announcement Date and (y) the Conversion Price that would otherwise be in effect. From and after
    the Adjusted Conversion Price Termination Date, the Conversion Price shall be determined as set forth in this Section 1.2(a).
    For purposes hereof, “Adjusted Conversion Price Termination Date” shall mean, with respect to any proposed transaction
    or tender offer (or takeover scheme) for which a public announcement as contemplated by this Section 1.2(b) has been made,
    the date upon which the Borrower (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii)
    above) consummates or publicly announces the termination or abandonment of the proposed transaction or tender offer (or takeover
    scheme) which caused this Section 1.2(b) to become operative.
	 	 	 
	 	ii.	Pro
    Rata Conversion; Disputes. In the event of a dispute as to the number of shares of Common Stock issuable to the Holder
    in connection with a conversion of this Note, the Borrower shall issue to the Holder the
    number of shares of Common Stock not in dispute and resolve such dispute in accordance
    with Section 4.13.


 


		c.	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 issued pursuant to the Purchase Agreement.
                                         The Borrower is required at all times to have authorized and reserved 5 times the number
                                         of shares that is actually issuable upon full conversion of the Note (based on the Conversion
                                         Price of the Notes 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 pursuant to Section 3(d) of the Purchase Agreement. 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. Notwithstanding the foregoing, in no event
                                         shall the Reserved Amount be lower than the initial Reserved Amount, regardless of any
                                         prior conversions.



 




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If,
at any time the Borrower does not maintain or replenish the Reserved Amount within three (3) business days of the request of the
Holder, the principal amount of the Note shall increase by Five Thousand and No/100 United States Dollars ($5,000) (under Holder’s
and Borrower’s expectation that any principal amount increase will tack back to the Issue Date) per occurrence.


 


d.
Method of Conversion.


 


	 	i.	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 a Notice of Conversion (by facsimile, e-mail or other reasonable
    means of communication dispatched on the Conversion Date prior to 5:00 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. 
	 	 	 
	 	ii.	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.


 




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	 	iii.	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.
	 	 	 
	 	iv.	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 three (3) 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 and the Purchase Agreement.
	 	 	 
	 	v.	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 received by the Borrower before 5:00 p.m.,
    New York, New York time, on such date.


 




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	 	vi.	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 commercially reasonable 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 At Custodian (“DWAC”) system.
	 	 	 
	 	vii.	DTC
    Eligibility & Market Loss. If the Borrower fails to maintain its status as “DTC Eligible” for any reason,
    or, if the Conversion Price is less than $0.01 at any time after six months following the Issue Date, the principal amount
    of the Note shall increase by Fifteen Thousand and No/100 United States Dollars ($15,000) (under Holder’s and Borrower’s
    expectation that any principal amount increase will tack back to the Issue Date). In addition, the Variable Conversion Price
    shall be redefined to mean forty percent (40%) multiplied by the Market Price, subject to adjustment as provided in this Note.
	 	 	 
	 	viii.	Failure
    to Deliver Common Stock Prior to Delivery 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 until the Borrower issues and
    delivers a certificate to the Holder or credit the Holder’s balance account with OTC for the number of shares of Common
    Stock to which the Holder is entitled upon such Holder’s conversion of any Conversion Amount (under Holder’s and
    Borrower’s expectation that any damages will tack back to the Issue Date).. 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(h) are justified.


 




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	 	ix.	Rescindment
    of a Notice of Conversion. If (i) the Borrower fails to respond to Holder within one (1) business day from the Conversion
    Date confirming the details of Notice of Conversion, (ii) the Borrower fails to provide any of the shares of the Borrower’s
    Common Stock requested in the Notice of Conversion within three (3) business days from the date of receipt of the Note of
    Conversion, (iii) the Holder is unable to procure a legal opinion required to have the shares of the Borrower’s Common
    Stock issued unrestricted and/or deposited to sell for any reason related to the Borrower’s standing, (iv) the Holder
    is unable to deposit the shares of the Borrower’s Common Stock requested in the Notice of Conversion for any reason
    related to the Borrower’s standing, (v) at any time after a missed Deadline, at the Holder’s sole discretion,
    or (vi) if OTC Markets changes the Borrower’s designation to ‘Limited Information’ (Yield), ‘No Information’
    (Stop Sign), ‘Caveat Emptor’ (Skull & Crossbones), ‘OTC’, ‘Other OTC’ or ‘Grey
    Market’ (Exclamation Mark Sign) or other trading restriction on the day of or any day after the Conversion Date, the
    Holder maintains the option and sole discretion to rescind the Notice of Conversion (“Rescindment”) with a “Notice
    of Rescindment.”


 


	 	e.	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 (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 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:


 




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“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.”


 


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 reasonably 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 accept the opinion of counsel provided by the Buyer 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.


 


f.
Effect of Certain Events.


 


	 	i.	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, the effectuation by the Borrower of a transaction or series of related transactions in
    which more than 50% of the voting power of the Borrower is disposed of, 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 (as defined in Article III) 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 (as defined
    in Article III) 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.


 




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	 	ii.	Adjustment
    Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of
    all of the Notes, 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 effect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, 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.
	 	 	 
	 	iii.	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.


 




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	 	iv.	Reserved.
    
	 	 	 
	 	v.	Purchase
    Rights. If, at any time when any Notes are 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.
	 	 	 
	 	vi.	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.


 


	 	g.	[Intentionally
    Omitted].
	 	 	 
	 	h.	Status
    as Noteholder. Upon submission of a Notice of Conversion by a Holder, 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 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.


 




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	 	i.	Prepayment.
    Notwithstanding anything to the contrary contained in this Note, the Borrower may prepay the amounts outstanding hereunder
    pursuant to the following terms and conditions:


 


	 	i.	At
    any time during the period beginning on the Issue Date and ending on the date which is ninety (90) days following the Issue
    Date, 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 Note (principal and accrued interest), in whole or in part by making a payment to the
    Holder of an amount in cash equal to 115%, multiplied by the sum of: (w) the then outstanding principal amount of this Note
    plus (x) accrued and unpaid interest on the unpaid principal amount of this Note plus (y) Default Interest,
    if any. 
	 	 	 
	 	ii.	At
    any time during the period beginning the day which is ninety one (91) days following the Issue Date and ending on the date
    which is one hundred eighty (180) days following the Issue Date, 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 Note (principal and accrued
    interest), in whole or in part by making a payment to the Holder of an amount in cash equal to 125%, multiplied by the sum
    of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal
    amount of this Note plus (y) Default Interest, if any. 
	 	 	 
	 	iii.	After
    the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.


 


	 	j.	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 applicable
    prepayment amount 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 delivers an Optional Prepayment Notice and fails to pay
    the applicable prepayment amount due to the Holder of the Note within two (2) business days following the Optional Prepayment
    Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9.


 




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6.
CERTAIN COVENANTS


 


	 	a.	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.
	 	 	 
	 	b.	Restriction
    on Stock Repurchases. 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.
	 	 	 
	 	c.	Borrowings.
    So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written
    consent, create, incur, assume guarantee, endorse, contingently agree to purchase or otherwise become liable upon the obligation
    of any person, firm, partnership, joint venture or corporation, except by the endorsement of negotiable instruments for deposit
    or collection, or suffer to exist any liability for borrowed money, except (a) borrowings in existence or committed on the
    date hereof and of which the Borrower has informed Holder in writing prior to the date hereof, (b) indebtedness to trade creditors
    financial institutions or other lenders incurred in the ordinary course of business or (c) borrowings, the proceeds of which
    shall be used to repay this Note.
	 	 	 
	 	d.	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.


 




    	13



    	 



    

 


	 	e.	Advances
    and Loans. 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 or make advances to 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 date hereof and which the Borrower has informed Holder in writing prior to the date hereof,
    (b) made in the ordinary course of business or (c) not in excess of $100,000.
	 	 	 
	 	f.	Section
    3(a)(9) or 3(a)(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)(l0) of the Securities Act (a “3(a)(l0) 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)(l0) Transaction while this note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance
    of this Note, but not less than Fifteen Thousand Dollars $15,000, will be assessed and will become immediately due and payable
    to the Holder at its election in the form of cash payment or addition to the balance of this Note.
	 	 	 
	 	g.	Preservation
    of Existence, etc. 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.
	 	 	 
	 	h.	Non-circumvention.
    The Borrower hereby covenants and agrees that the Borrower 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.


 


7.
EVENTS OF DEFAULT


 


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


 


	 	a.	Failure
    to Pay Principal or Interest. The Borrower fails to pay (within three (3) business days of the applicable due date) the
    principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise.


 




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	 	b.	Conversion
    and the Shares. The Borrower (i) 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, (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically or in
    certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant
    to this Note as and when required by this Note, (iii) 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 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, (iv) 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 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 three (3) business days after the Holder shall have delivered a Notice
    of Conversion, (v) fails to remain current in its obligations to its transfer agent, (vi) causes a conversion of this Note
    is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent, (vii) fails to repay Holder,
    within forty eight (48) hours of a demand from the Holder, any amount of funds advanced by Holder to Borrower’s transfer
    agent in order to process a conversion, and/or (viii) fails to maintain the Reserved Amount.
	 	 	 
	 	c.	Failure
    to Deliver Transaction Expense Amount. The Borrower fails to deliver the Transaction Expense Amount (as defined in the
    Purchase Agreement) to the Holder within three (3) business days of the date such amount is due.
	 	 	 
	 	d.	Breach
    of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and
    any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of ten
    (10) days after written notice thereof to the Borrower from the Holder.
	 	 	 
	 	e.	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 (including, without limitation, the Purchase Agreement),
    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.


 




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	 	f.	Receiver
    or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors or commence
    proceedings for its dissolution, 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 for the Borrower or for a substantial
    part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment.
	 	 	 
	 	g.	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.
	 	 	 
	 	h.	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, or the Borrower admits in writing its inability to pay its debts generally as they mature, or have filed
    against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable or the Borrower admits
    in writing its inability to pay its debts generally as they mature, or have filed against it an involuntary petition for bankruptcy
    relief, all under international, federal or state laws as applicable.
	 	 	 
	 	i.	Delisting
    of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC Pink,
    OTCQB, Nasdaq National Market, Nasdaq Small Cap Market, New York Stock Exchange, NYSE MKT, or an equivalent replacement exchange
	 	 	 
	 	j.	Failure
    to Comply with the Exchange Act. The Borrower shall fail to comply with the quarterly and annual report filing requirements
    of the Exchange Act (including but not limited to becoming delinquent in its filings); and/or the Borrower shall cease to
    be subject to the reporting requirements of the Exchange Act.
	 	 	 
	 	k.	Liquidation.
    Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.
	 	 	 
	 	l.	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.
	 	 	 
	 	m.	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), or any disposition or conveyance of any
    material asset of the Company.


 




    	16



    	 



    

 


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


 


3.16
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.


 


3.17
Cessation of Trading. Any cessation of trading of the Common Stock on at least one of the OTC Pink, OTCQB, Nasdaq National
Market, Nasdaq Small Cap Market, New York Stock Exchange, NYSE MKT, or an equivalent replacement exchange, and such cessation
of trading shall continue for a period of five consecutive (5) Trading Days.


 


3.18
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 Agreements (as defined
herein), 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 and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to
apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under
said Other Agreement or hereunder. “Other Agreements” means, collectively, all agreements and instruments between,
among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder (and any affiliate of the Holder) or any other third
party, including, without limitation, promissory notes; provided, however, the term “Other Agreements” shall not include
the agreements and instruments defined as the Documents. Each of the loan transactions will be cross-defaulted with each other
loan transaction and with all other existing and future debt of Borrower to the Holder.


 


3.19
Bid Price. The Borrower shall lose the “bid” price for its Common Stock ($0.0001
on the “Ask” with zero market makers on the “Bid” per Level 2) and/or a market (including the OTC
Pink, OTCQB or an equivalent replacement exchange).


 


3.20
OTC Markets Designation. OTC Markets changes the Borrower’s designation to ‘No Information’ (Stop Sign),
‘Caveat Emptor’ (Skull and Crossbones), or ‘OTC’, ‘Other OTC’ or ‘Grey Market’
(Exclamation Mark Sign).


 




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3.21
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.


 


3.22
Unavailability of Rule 144. If, at any time on or after the date which is six (6) months after the Issue Date, the Holder
is unable to (i) 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 (ii) thereupon
deposit such shares into the Holder’s brokerage account.


 


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, 3.16. 3.17, 3.18, 3.19, 3.20, 3.21, and/or 3.22 exercisable through the delivery of written notice to the Borrower
by such Holders (the “Default Notice”), 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 (i) 150% (except
with respect to SECTION 3.2 AND/OR 3.22, in which case 150% shall be replaced with 200%) times the sum of
(w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount
of this Note to the date of payment (the “Mandatory Prepayment Date”) plus (y) Default Interest, if any, on
the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and
1.4(g) hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in
clauses (x), (y) and (z) shall collectively be known as the “Default Sum”) or (ii) at the option of the Holder, the
“parity value” of the Default Sum to be prepaid, where parity value means (a) the highest number of shares of Common
Stock issuable upon conversion of or otherwise pursuant to such Default Sum in accordance with Article I, treating the Trading
Day immediately preceding the Mandatory Prepayment Date as the “Conversion Date” for purposes of determining the lowest
applicable Conversion Price, unless the Default Event arises as a result of a breach in respect of a specific Conversion Date
in which case such Conversion Date shall be the Conversion Date), multiplied by (b) the highest Trading Price for the Common
Stock during the period beginning on the date of first occurrence of the Event of Default and ending one day prior to the Mandatory
Prepayment Date (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. Further, if a breach of Sections 3.9, 3.10 and/or 3.19 occurs or is continuing after the six (6)
month anniversary of this Note, then the principal amount of the Note shall increase by Fifteen Thousand and No/100 United States
Dollars ($15,000) (under Holder’s and Borrower’s expectation that any principal amount increase will tack back to
the Issue Date) and the Holder shall be entitled to use the lowest Trading Price during the delinquency period as a base price
for the conversion with the Variable Conversion Price shall be redefined to mean forty percent (40%) multiplied by the Market
Price (at the option of the Holder), subject to adjustment as provided in this Note. For example, if the lowest Trading Price
during the delinquency period is $0.01 per share and the conversion discount is 50%, then the Holder may elect to convert future
conversions at $0.005 per share. If this Note is not paid at Maturity Date, then the outstanding principal due under this Note
shall increase by Fifteen Thousand and No/100 United States Dollars ($15,000).


 




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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. This requirement by the Borrower shall automatically apply upon the occurrence of an Event of Default
without the need for any party to give any notice or take any other action.


 


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


 


8.
MISCELLANEOUS


 


	 	a.	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.
	 	 	 
	 	b.	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, 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 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: 


 




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If
to the Borrower, to:


 


Progreen
US, Inc.


2667
Camino del Rio South, Suite 312


San
Diego, CA 92108


Attn:
Jan Telander


E-mail:
info@ProGreenUS.com


 


If
to the Holder:


 


Auctus
Fund, LLC


177
Huntington Avenue, 17th Floor


Boston,
MA 02115


Attn:
Lou Posner


Facsimile:
(617) 532-6420


 


With
a copy to (which copy shall not constitute notice):


 


Chad
Friend, Esq., LL.M.


Legal
& Compliance, LLC


330
Clematis Street, Suite 217


West
Palm Beach, FL 33401


e-mail:
CFriend@LegalandCompliance.com


 


	 	c.	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 (and
    the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then
    as so amended or supplemented.
	 	 	 
	 	d.	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 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. The Holder and any assignee, by acceptance
    of this Note, acknowledge and agree that 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.
	 	 	 
	 	e.	Cost
    of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof reasonable costs
    of collection, including reasonable attorneys’ fees.


 




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		f.


	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 courts of Massachusetts or in the federal courts located in the Commonwealth
    of Massachusetts. 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 HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, 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 TRANSACTION CONTEMPLATED HEREBY. 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.
	 	 	 
	 	g.	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.
	 	 	 
	 	h.	Purchase
    Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.


 




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	 	i.	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 proposed sale, lease or conveyance of all or substantially all of the assets of the
    Borrower 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 including, but not limited to, name changes, recapitalizations, etc. as soon as possible under law.
	 	 	 
	 	j.	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.
	 	 	 
	 	k.	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. No provision of this Note shall alter or impair the obligation
    of the Borrower, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place,
    and rate, and in the form, herein prescribed.


 




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	 	l.	Severability.
    In the event that any provision of this Note 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 provision hereof which may prove invalid or unenforceable under any law shall not affect
    the validity or enforceability of any other provision hereof.
	 	 	 
	 	m.	Dispute
    Resolution. In the case of a dispute as to the determination of the Conversion Price, Conversion Amount, any prepayment
    amount or Default Amount, Default Sum, Closing or Maturity Date, the closing bid price, or fair market value (as the case
    may be) or the arithmetic calculation of the Conversion Price or the applicable prepayment amount(s) (as the case may be),
    the Borrower or the Holder shall submit the disputed determinations or arithmetic calculations via facsimile (i) within two
    (2) Business Days after receipt of the applicable notice giving rise to such dispute to the Borrower or the Holder or (ii)
    if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute.
    If the Holder and the Borrower are unable to agree upon such determination or calculation within two (2) Business Days of
    such disputed determination or arithmetic calculation (as the case may be) being submitted to the Borrower or the Holder,
    then the Borrower shall, within two (2) Business Days, submit via facsimile (a) the disputed determination of the Conversion
    Price, the closing bid price, the or fair market value (as the case may be) to an independent, reputable investment bank selected
    by the Borrower and approved by the Holder or (b) the disputed arithmetic calculation of the Conversion Price, Conversion
    Amount, any prepayment amount or Default Amount, Default Sum to an independent, outside accountant selected by the Holder
    that is reasonably acceptable to the Borrower. The Borrower shall cause at its expense the investment bank or the accountant
    to perform the determinations or calculations and notify the Borrower and the Holder of the results no later than ten (10)
    Business Days from the time it receives such disputed determinations or calculations. Such investment bank’s or accountant’s
    determination or calculation shall be binding upon all parties absent demonstrable error.
	 	 	 
	 	n.	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 the Borrower shall notify the Holder of such additional
    or more favorable term and such term, at Holder’s option, shall become a part of the transaction documents with the
    Holder. 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, conversion lookback periods, stock sale price, and warrant
    coverage.
	 	 	 
	 	o.	Piggyback
    Registration Rights. The Borrower shall include on the next registration statement the Borrower files with SEC (or on
    the subsequent registration statement if such registration statement is withdrawn), except for the Company’s current
    registration statement on file with the SEC and where such inclusion is not permitted by SEC regulations, all shares issuable
    upon conversion of this Note. Failure to do so will result in liquidated damages of 25% of the outstanding principal balance
    of this Note, but not less than Fifteen Thousand and No/100 United States Dollars ($15,000), being immediately due and payable
    to the Holder at its election in the form of cash payment or addition to the balance of this Note.


 


[signature
page follows]


 




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IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer as of the date first above
written.


 


	 	PROGREEN
    US, INC.
	 	 	 
	 	By:
    	/s/
    Jan Telander
	 	Name:	Jan
    Telander
	 	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) together with $________________
of accrued and unpaid interest thereto, totaling $_____________ 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
Progreen US, Inc., a Delaware corporation (the “Borrower”), according to the conditions of the convertible note of
the Borrower dated as of November 29, 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 At Custodian 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:


 


	 	Name:
    [NAME]	 
	 	Address:
    [ADDRESS]	 
	 	 	 
	 	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: 	 
	 	Accrued
    and unpaid interest remaining:	 


 


	 	[HOLDER]  	 
	 	 	 	 
	 	By:	 	 
	 	Name:	[NAME]	 
	 	Title: 	[TITLE]	 
	 	Date: 	[DATE]	 




 




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