Exhibit 10.5


 


NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A
LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANIES.
THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


  


	Original
    Issue Date: _____________	Principal
    Amount: $___________


 


10%
SENIOR SECURED 


CONVERTIBLE
PROMISSORY NOTE


DUE
__________________


 


THIS
10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued 10% Senior Secured Convertible Promissory
Note of Notis Global, Inc., a Nevada corporation, (the “Company”) having its principal place of business at
633 West 5th Street, 28th Floor, Los Angeles, California 90071, and Pueblo Agriculture Supply and Equipment,
LLC, a Delaware limited liability company (“PASE” and together with Notis sometimes collectively referred to
as the “Companies”), having its principal place of business at 1715 Highway 35, Suite 101, Middletown, New
Jersey 07748, designated as its 10% Senior Secured Convertible Promissory Note, due _________ (this Note, the “Note”
and, collectively with the other Notes of such series, the “Notes”).


 


FOR
VALUE RECEIVED, the Companies, severally and jointly promise, to pay to Trava LLC or its registered assigns (the “Holder”),
or shall have paid pursuant to the terms hereunder, the principal sum of $_________ on ______________ (the “Maturity
Date”) or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest
to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions
hereof. This Note is subject to the following additional provisions:


 


Section
1.          Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized
terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall
have the following meanings:


 





“Alternate
Consideration” shall have the meaning set forth in Section 5(e).


 







     1


     


    

 


 


“Bankruptcy
Event” means any of the following events: (a) the Companies or any Subsidiary (as such term is defined in Rule 1-02(w)
of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment
of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Companies
or any Subsidiary thereof, (b) there is commenced against the Companies or any Subsidiary thereof any such case or proceeding
that is not dismissed within 60 days after commencement, (c) the Companies or any Subsidiary thereof is adjudicated insolvent
or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Companies or any Subsidiary
thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged
or stayed within 60 calendar days after such appointment, (e) the Companies or any Subsidiary thereof makes a general assignment
for the benefit of creditors, (f) the Companies or any Subsidiary thereof calls a meeting of its creditors with a view to arranging
a composition, adjustment or restructuring of its debts or (g) the Companies or any Subsidiary thereof, by any act or failure
to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other
action for the purpose of effecting any of the foregoing.


 


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


 


“Beneficial
Ownership Limitation” shall have the meaning set forth in Section 4(d).


 


“Buy-In”
shall have the meaning set forth in Section 4(b)(v).


 


“Change
of Control Transaction” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof
by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act)
of effective control (whether through legal or beneficial ownership of capital stock of the Companies, by contract or otherwise)
of in excess of thirty-three percent (33%) of the voting securities of the Companies (other than by means of conversion or exercise
of the Notes and the Securities issued together with the Notes); (b) the Companies merges into or consolidates with any other
Person, or any Person merges into or consolidates with the Companies and, after giving effect to such transaction, the stockholders
of the Companies immediately prior to such transaction own less than sixty-six percent (66%) of the aggregate voting power of
the Companies or the successor entity of such transaction; (c) the Companies sells or transfers all or substantially all of its
assets to another Person and the stockholders of the Companies immediately prior to such transaction own less than sixty-six percent
(66%) of the aggregate voting power of the acquiring entity immediately after the transaction; (d) a replacement at one time or
within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority
of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving
as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the
members of the Board of Directors who are members on the date hereof); or (e) the execution by the Companies of an agreement to
which the Companies is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.


 






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“Common
Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


 


“Common
Stock Equivalents” means any securities of the Companies or the Subsidiaries which would entitle the holder thereof
to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other
instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to
receive, Common Stock.


 


“Conversion”
shall have the meaning ascribed to such term in Section 4.


 


“Conversion
Date” shall have the meaning set forth in Section 4(a).


 


“Conversion
Schedule” means the Conversion Schedule in the form of Schedule 1 attached hereto.


 


“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the
terms hereof.


 


“Dilutive
Issuance” shall have the meaning set forth in Section 5(b).


 


“Dilutive
Issuance Notice” shall have the meaning set forth in Section 5(b).


 


“DTC”
means the Depository Trust Company.


 


“DTC/FAST
Program” means the DTC’s Fast Automated Securities Transfer Program.


 


“DWAC
Eligible” means that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational Arrangements,
including without limitation transfer through DTC’s DWAC system, (b) the Companies have been approved (without revocation)
by the DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Conversion
Shares are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting or limiting
delivery of the Conversion Shares via DWAC.


 






     3


     


    

 


“Equity
Conditions” means, during the period in question, (a) no Event of Default shall have occurred, (b) the Companies have
timely filed (or obtained extensions in respect thereof and filed within the applicable grace period) all reports other than Form
8-K reports required to be filed by the Companies after the date hereof pursuant to the Exchange Act and the Company has met the
current public information requirements of Rule 144(c) under the Securities Act as of the end of the period in question, (c) on
any date that the Company desires to make a payment of interest and/or principal in shares of Common Stock instead of cash, the
average daily dollar volume of the Company’s common stock for the previous twenty (20) trading days must be greater than
$10,000, and (d) the Company’s shares of common stock must be DWAC Eligible and not subject to a “DTC chill”.


 


“Event
of Default” shall have the meaning set forth in Section 6(a).


 


“Fixed
Conversion Price” shall have the meaning set forth in Section 4(b).


 


“Fundamental
Transaction” shall have the meaning set forth in Section 5(e).


 


“Late
Fees” shall have the meaning set forth in Section 2(c).


 


“Mandatory
Default Amount” means the payment of 150% of the outstanding principal amount of this Note and accrued and unpaid interest
hereon, in addition to the payment of all other amounts, costs, expenses and liquidated damages due in respect of this Note.


 


“New
York Courts” shall have the meaning set forth in Section 7(d).


 


“Note
Register” shall have the meaning set forth in Section 2(b).


 


“Notice
of Conversion” shall have the meaning set forth in Section 4(a).


 


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


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Purchase
Agreement” means the Convertible Note Purchase Agreement, dated on or about __________, between the Companies and the
Holder, as amended, modified or supplemented from time to time in accordance with its terms.


 


“Required
Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable
in the future pursuant to this Note, including any Conversion Shares issuable upon conversion in full of this Note (including
Conversion Shares issuable as payment of interest on this Note), ignoring any conversion limits set forth therein, and assuming
that the Fixed Conversion Price is at all times on and after the date of determination 100% of the then Fixed Conversion Price
on the Trading Day immediately prior to the date of determination.


 






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


 


“Share
Delivery Date” shall have the meaning set forth in Section 4(c)(ii).


 


“Successor
Entity” shall have the meaning set forth in Section 5(e).


 


“Variable
Rate Transaction” means, collectively, an “Equity Line of Credit” or similar agreement, or a Variable Priced
Equity Linked Instrument. For purposes hereof, “Equity Line of Credit” means any transaction involving a written agreement
between the Companies and an investor or underwriter whereby the Companies have the right to “put” its securities
to the investor or underwriter over an agreed period of time and at future determined price or price formula (other than customary
“preemptive” or “participation” rights or “weighted average” or “full-ratchet”
anti-dilution provisions or in connection with fixed-price rights offerings and similar transactions that are not Variable Priced
Equity Linked Instruments), and “Variable Priced Equity Linked Instruments” means: (A) any debt or equity securities
which are convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock either
(1) at any conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or
quotations for Common Stock at any time after the initial issuance of such debt or equity security, or (2) with a conversion,
exercise or exchange price that is subject to being reset on more than one occasion at some future date at any time after the
initial issuance of such debt or equity security due to a change in the market price of the Company’s Common Stock since
date of initial issuance (other than customary “preemptive” or “participation” rights or “weighted
average” or “full-ratchet” anti-dilution provisions or in connection with fixed-price rights offerings and similar
transactions), and (B) any amortizing convertible security which amortizes prior to its maturity date, where the Companies is
required or has the option to (or any investor in such transaction has the option to require the Companies to) make such amortization
payments in shares of Common Stock which are valued at a price that is based upon and/or varies with the trading prices of or
quotations for Common Stock at any time after the initial issuance of such debt or equity security (whether or not such payments
in stock are subject to certain equity conditions).


 


“VWAP”
means, for or as of any date, the dollar volume-weighted average price for such security on the Trading Market (or, if the Trading
Market is not the principal trading market for such security, then on the principal securities exchange or securities market on
which such security is then traded) during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New
York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does
not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin
board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time,
as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours,
the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as
reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the VWAP cannot be calculated
for such security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market
value as mutually determined by the Companies and the Holder. All such determinations shall be appropriately adjusted for any
stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.


 






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 Section
2.          Interest.


 


a)         Payment
of Interest in Cash or Kind. The Companies shall pay interest to the Holder on the aggregate unconverted and then outstanding
principal amount of this Note at the rate of 10% per annum. All interest payments hereunder will be payable in cash, or subject
to the Equity Conditions, in cash or Common Stock in the Companies’ discretion. Accrued and unpaid interest shall be due
on payable on each Conversion Date, prepayment date, and on the Maturity Date, or as otherwise set forth herein.


 


b)        Interest
Calculations. Interest shall be calculated on the basis of a 360-day year, consisting of twelve (12) thirty (30) calendar
day periods, and shall accrue daily commencing on the Original Issue Date until payment in full of the outstanding principal,
together with all accrued and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made.
Interest hereunder will be paid to the Person in whose name this Note is registered on the records of the Companies regarding
registration and transfers of this Note (the “Note Register”).


 


c)         Late
Fee. All overdue accrued and unpaid interest to be paid hereunder shall entail a late fee at an interest rate equal to the
lesser of 18% per annum or the maximum rate permitted by applicable law (the “Late Fees”) which shall accrue
daily from the date such interest is due hereunder through and including the date of actual payment in full.


 


d)        Prepayment.
At any time upon ten (10) days written notice to the Holder, but subject to the Holder’s conversion rights set forth herein,
the Companies may prepay any portion of the principal amount of this Note and any accrued and unpaid interest. If the Companies
exercises its right to prepay the Note, the Companies shall make payment to the Holder of an amount in cash equal to the sum of
the then outstanding principal amount of this Note and interest multiplied by 130%. The Holder may continue to convert the Note
from the date notice of the prepayment is given until the date of prepayment.


 


Section
3.           Registration of Transfers and Exchanges.


 


a)         Different
Denominations. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations,
as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.


 






     6


     


    

 


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


 


c)         Reliance
on Note Register. Prior to due presentment for transfer to the Companies of this Note, the Companies and any agent of the
Companies may treat the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose
of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Companies
nor any such agent shall be affected by notice to the contrary.


 


Section
4.           Conversion.


 


a)         Voluntary
Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible,
in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the
conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Companies a
Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”),
specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such
date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion
Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall
be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be
required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Companies
unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions
hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable
conversion. The Holder and the Companies shall maintain a Conversion Schedule showing the principal amount(s) converted and the
date of such conversion(s). The Companies may deliver an objection to any Notice of Conversion within one (1) Business Day of
delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling
and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and
agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted
principal amount of this Note may be less than the amount stated on the face hereof.


 






     7


     


    

 


b)         Conversion
Price. The conversion price in effect on any Conversion Date shall be equal to $0.0001 (the “Fixed Conversion Price”).
Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default, the Holder may require
the Companies to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert
all or any part of this Note into Common Stock at the Alternate Conversion Price. All such foregoing determinations will be appropriately
adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately
decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a Holder’s right to pursue
actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies
available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive
relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section
hereof or under applicable law.


 


c)         
Mechanics of Conversion.





i.         Conversion
Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion hereunder
shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted and
any accrued and unpaid interest to be converted by (y) the Fixed Conversion Price.


 


ii.        Delivery
of Certificate Upon Conversion. Not later than two (2) Trading Days after each Conversion Date (the “Share Delivery
Date”), the Companies shall deliver, or cause to be delivered, to the Holder (A) a certificate or certificates representing
the Conversion Shares which, on or after the date on which such Conversion Shares are eligible to be sold under Rule 144 without
the need for current public information and the Companies have received an opinion of counsel to such effect reasonably acceptable
to the Companies (which opinion the Companies will be responsible for obtaining at the cost of the Holder) shall be free of restrictive
legends and trading restrictions, representing the number of Conversion Shares being acquired upon the conversion of this Note.
All certificate or certificates required to be delivered by the Companies under this Section 4(d) shall be delivered electronically
through the Depository Trust Companies or another established clearing corporation performing similar functions. If the Conversion
Date is prior to the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current
public information the Conversion Shares shall bear a restrictive legend in the following form, as appropriate:


 


“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN
A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 






     8


     


    

 


Notwithstanding
the foregoing, commencing on such date that the Conversion Shares are eligible for sale under Rule 144 subject to current public
information requirements, the Companies, upon request and at the expense of the Companies, shall obtain a legal opinion to allow
for such sales under Rule 144.


 


iii.       Failure
to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to
or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to
the Companies at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event
the Companies shall promptly return to the Holder any original Note delivered to the Companies and the Holder shall promptly return
to the Companies the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.


 


iv.       Obligation
Absolute; Partial Liquidated Damages. The Companies’ obligations to issue and deliver the Conversion Shares upon conversion
of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the
Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any
Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or
alleged breach by the Holder or any other Person of any obligation to the Companies or any violation or alleged violation of law
by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the
Companies to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such
delivery shall not operate as a waiver by the Companies of any such action the Companies may have against the Holder. In the event
the Holder of this Note shall elect to convert any or all of the outstanding principal or interest amount hereof, the Companies
may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged
in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining
and or enjoining conversion of all or part of this Note shall have been sought. If the injunction is not granted, the Companies
shall promptly comply with all conversion obligations herein. If the injunction is obtained, the Companies must post a surety
bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to
the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and
the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of seeking such injunction,
the Companies shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If the Companies fails
for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date,
the Companies shall pay to the Holder, in cash, as liquidated damages and not as a penalty, $1,000 per Trading Day for each Trading
Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall
limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof for the Companies’
failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies
available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive
relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section
hereof or under applicable law.


 






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v.        Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available to the Holder,
if the Companies fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant
to Section 4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open
market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver
in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion
relating to such Share Delivery Date (a “Buy-In”), then the Companies shall (A) pay in cash to the Holder (in
addition to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder’s total
purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate
number of shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual
sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions)
and (B) at the option of the Holder, either reissue (if surrendered) this Note in a principal amount equal to the principal amount
of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares
of Common Stock that would have been issued if the Companies had timely complied with its delivery requirements under Section
4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect
to an attempted conversion of this Note with respect to which the actual sale price of the Conversion Shares (including any brokerage
commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence,
the Companies shall be required to pay the Holder $1,000. The Holder shall provide the Companies written notice indicating the
amounts payable to the Holder in respect of the Buy-In and, upon request of the Companies, evidence of the amount of such loss.
Nothing herein shall limit a 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 Companies’
failure to timely deliver certificates representing shares of Common Stock upon conversion of this Note as required pursuant to
the terms hereof.


 






     10


     


    

 


vi.       Reservation
of Shares Issuable Upon Conversion. The Companies covenants that it will at all times reserve and keep available out of its
authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 200% of the Required Minimum
(the “Reserve Amount”) for the sole purpose of issuance upon conversion of this Note and payment of interest on this
Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than
the Holder (and the other holders of the Notes). The Companies covenants that all shares of Common Stock that shall be so issuable
shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.





 


vii.     Fractional
Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As
to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Companies shall
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Fixed Conversion Price or round up to the next whole share.


 


viii.     Transfer
Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without
charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery
of such certificates, provided that, the Companies shall not be required to pay any tax that may be payable in respect of any
transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder
of this Note so converted and the Companies shall not be required to issue or deliver such certificates unless or until the Person
or Persons requesting the issuance thereof shall have paid to the Companies the amount of such tax or shall have established to
the satisfaction of the Companies that such tax has been paid. The Companies shall pay all Transfer Agent fees required for same-day
processing of any Notice of Conversion.


 






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d)        Holder’s
Conversion Limitations. The Companies shall not effect any conversion of principal and/or interest of this Note, and a Holder
shall not have the right to convert any principal and/or interest of this Note, to the extent that after giving effect to the
conversion set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any
Persons acting as a group together with the Holder or any of the Holder’s Affiliates) would beneficially own in excess of
the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common
Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion
of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which
are issuable upon (i) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder
or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of
the Companies subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without
limitation, any other Notes) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence,
for purposes of this Section 4(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act
and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 4(d) applies,
the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates)
and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of
a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation
to other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible,
in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed
to represent to the Companies each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the
restrictions set forth in this paragraph and the Companies shall have no obligation to verify or confirm the accuracy of such
determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with
Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 4(e), in
determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common
Stock as stated in the most recent of the following: (i) the Companies’ most recent periodic or annual report filed with
the Commission, as the case may be, (ii) a more recent public announcement by the Companies, or (iii) a more recent written notice
by the Companies or the Companies’ transfer agent setting forth the number of shares of Common Stock outstanding. Upon the
written or oral request of a Holder, the Companies shall within two Trading Days confirm orally and in writing to the Holder the
number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined
after giving effect to the conversion or exercise of securities of the Companies, including this Note, by the Holder or its Affiliates
since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership
Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to
the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder. The Holder, upon not less than
sixty-one (61) days’ prior notice to the Companies, may increase or decrease the Beneficial Ownership Limitation provisions
of this Section 4(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the
Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note
held by the Holder and the Beneficial Ownership Limitation provisions of this Section 4(e) shall continue to apply. Any such increase
or decrease will not be effective until the sixty-first (61st) day after such notice is delivered to the Companies.
The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than
in strict conformity with the terms of this Section 4(d) to correct this paragraph (or any portion hereof) which may be defective
or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary
or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor
holder of this Note.


 






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Section
5.           Certain Adjustments.


 


a)         Stock
Dividends and Stock Splits. If the Companies, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents
(which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Companies upon conversion of, or payment
of interest on, the Notes), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines
(including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues,
in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Companies, then the Fixed
Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding
any treasury shares of the Companies) outstanding immediately before such event, and of which the denominator shall be the number
of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become
effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


b)         Dilution.
The Company specifically acknowledges that its obligation to issue the Common Stock is binding upon the Company and enforceable
regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company. The Common
Stock owned by the Holder will be subject to a full ratchet adjustment in the event that the Company issues additional equity
securities at a purchase price less than the applicable purchase price per share (the “Share Price”). In the event
of an issuance of equity involving tranches or other multiple closings, the antidilution adjustment shall be calculated as if
all equity was issued at the first closing. The Share Price will also be subject to proportional adjustment for stock splits,
stock dividends, combinations, recapitalizations and the like.


 






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c)         Subsequent
Equity Sales. If, at any time while this Note is outstanding, the Companies or any Subsidiary, as applicable, enters into
(without the prior written consent of the Holder) a Variable Rate Transaction involving the sale or grant of any option to purchase
or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase
or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at
a determinable effective price per share that is lower than the then Fixed Conversion Price (such lower price, the “Base
Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the
Common Stock or Common Stock Equivalents so issued as part of such Variable Rate Transaction 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
a determinable effective price per share that is lower than the Fixed Conversion Price, such issuance shall be deemed to have
occurred for less than the Fixed Conversion Price on such date of the Dilutive Issuance), then the Fixed Conversion Price shall
be reduced to equal the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents
are issued and the Base Conversion Price is determinable. Notwithstanding the foregoing, no adjustment will be made under this
Section 5(b) in respect of an Exempt Issuance. The Companies shall notify the Holder in writing, no later than the Trading Day
following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b), indicating therein the applicable
issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive
Issuance Notice”). For purposes of clarification, whether or not the Companies provides a Dilutive Issuance Notice pursuant
to this Section 5(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Shares
based upon the Base Conversion Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately
refers to the Base Conversion Price in the Notice of Conversion.


 


d)         Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 5(a) above, if at any time the Companies grants, issues
or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record
holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to
acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to
any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) 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 shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights
(provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the
Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right
to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and
such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would
not result in the Holder exceeding the Beneficial Ownership Limitation).


 






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e)         Pro
Rata Distributions. During such time as this Note is outstanding, if the Companies shall declare or make any dividend or other
distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of
a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Note, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock
acquirable upon complete exercise of this Note (without regard to any limitations on exercise hereof, including without limitation,
the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such
record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation
in such Distribution (provided, however, to the extent that the Holder’s right to participate in any such
Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to
participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such
Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until
such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 






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f)          Fundamental
Transaction. If, at any time while this Note is outstanding, (i) the Companies, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Companies with or into another Person, (ii) the Companies, directly or
indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all
of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Companies or another Person) is completed pursuant to which holders of Common Stock are permitted to sell,
tender or exchange their shares for other securities, cash or property and has been accepted by the holders of fifty percent (50%)
or more of the outstanding Common Stock, (iv) the Companies, directly or indirectly, in one or more related transactions effects
any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which
the Common Stock is effectively converted into or exchanged for other securities, cash or property, (v) the Companies, directly
or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby
such other Person acquires more than fifty percent (50%) of the outstanding shares of Common Stock (not including any shares of
Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons
making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”),
then, upon any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that
would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard
to any limitation in Section 4(e) on the conversion of this Note), the number of shares of Common Stock of the successor or acquiring
corporation or of the Companies, if it is the surviving corporation, and any additional consideration (the “Alternate
Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common
Stock for which this Note is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in
Section 4(d) on the conversion of this Note). For purposes of any such conversion, the determination of the Fixed Conversion Price
shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable
in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Companies shall apportion the Fixed Conversion
Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the
Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon
any conversion of this Note following such Fundamental Transaction. The Companies shall cause any successor entity in a Fundamental
Transaction in which the Companies is not the survivor (the “Successor Entity”) to assume in writing all of
the obligations of the Companies under this Note and any document ancillary hereto, in accordance with the provisions of this
Section 5(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder
(without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Note, deliver
to the Holder in exchange for this Note a security of the Successor Entity evidenced by a written instrument substantially similar
in form and substance to this Note which is convertible for a corresponding number of shares of capital stock of such Successor
Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Note
(without regard to any limitations on the conversion of this Note) prior to such Fundamental Transaction, and with a conversion
price which applies the conversion price hereunder to such shares of capital stock (but taking into account the relative value
of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number
of shares of capital stock and such conversion price being for the purpose of protecting the economic value of this Note immediately
prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the
Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for
(so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents
referring to the “Companies” shall refer instead to the Successor Entity), and may exercise every right and power
of the Companies and shall assume all of the obligations of the Companies under this Note and the other Transaction Documents
with the same effect as if such Successor Entity had been named as the Companies herein.


 


g)         Calculations.
All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.
For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall
be the sum of the number of shares of Common Stock (excluding any treasury shares of the Companies) issued and outstanding.


 






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h)         Notice
to the Holder.


 


i.         Adjustment
to Fixed Conversion Price. Whenever the Fixed Conversion Price is adjusted pursuant to any provision of this Section 5, the
Companies shall promptly deliver to each Holder a notice setting forth the Fixed Conversion Price after such adjustment and setting
forth a brief statement of the facts requiring such adjustment.


 


ii.        Notice
to Allow Conversion by Holder. If (A) the Companies shall declare a dividend (or any other distribution in whatever form)
on the Common Stock, (B) the Companies shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock,
(C) the Companies shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase
any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Companies shall be required
in connection with any reclassification of the Common Stock, any consolidation or merger to which the Companies is a party, any
sale or transfer of all or substantially all of the assets of the Companies, or any compulsory share exchange whereby the Common
Stock is converted into other securities, cash or property or (E) the Companies shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Companies, then, in each case, the Companies shall cause to be filed at each office
or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address
as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record
to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such
reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date
as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common
Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or
share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect
the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder
constitutes, or contains, material, non-public information regarding the Companies or any of the Subsidiaries, the Companies shall
simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled
to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering
such notice except as may otherwise be expressly set forth herein.


 






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 Section
6.          Events of Default.


 


a)         “Event
of Default” means, wherever used herein, any of the following events (whatever the reason for such event and whether
such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any
court, or any order, rule or regulation of any administrative or governmental body):


 


i.        any
default in the payment of (A) the principal amount of any Note or (B) interest, liquidated damages and other amounts owing to
a Holder on any Note, as and when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or
by acceleration or otherwise) which default, solely in the case of an interest payment or other default under clause (B) above,
is not cured within three (3) Trading Days;


 


ii.        the
Companies shall fail to observe or perform any other covenant, provision, or agreement contained in this Note (and other than
a breach by the Companies of its obligations to deliver shares of Common Stock to the Holder upon conversion, which breach is
addressed in clause (x) below) which failure is not cured, if possible to cure, within the earlier to occur of (A) three (3) Trading
Days after notice of such failure sent by the Holder or by any other Holder to the Companies and (B) five (5) Trading Days after
the Companies have become or should have become aware of such failure;


 


iii.       a
default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument)
shall occur under (A) any of the Transaction Documents or (B) any other material agreement, lease, document or instrument to which
the Companies or any Subsidiary is obligated (and not covered by clause (vi) below);


 


iv.      any
representation or warranty made in this Note, any other Transaction Documents, any written statement pursuant hereto or thereto
or any other report, financial statement or certificate made or delivered to the Holder or any other Holder shall be untrue or
incorrect in any material respect as of the date when made or deemed made; provided, however, if any representation or warranty
made in the disclosure schedules of the Transaction Document set forth a matter that constitutes an event of default, the Company
shall have one hundred twenty (120) days from the Original Issue Date to (i) obtain a waiver of such disclosed default or (ii)
cure such disclosed default;


 


v.       the
Companies or any Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) shall be subject to a Bankruptcy Event;


 






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vi.      the
Companies or any Subsidiary shall default on any of its obligations under any mortgage, credit agreement or other facility, indenture
agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced,
any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation
greater than $100,000 whether such indebtedness now exists or shall hereafter be created, and (b) results in such indebtedness
becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;


 


vii.     the
Common Stock shall not be eligible for listing or quotation for trading on a Trading Market and shall not be eligible to resume
listing or quotation for trading thereon within five (5) Trading Days or the transfer of shares of Common Stock through the Depository
Trust Companies System is no longer available or “chilled”;


 


viii.    the
Companies shall be a party to any Change of Control Transaction or Fundamental Transaction (A) without first giving the Holder
ten (10) days’ prior written notice of the closing of such Change of Control Transaction or Fundamental Transaction and
(B) prior to or simultaneous with the closing of such Change of Control Transaction or Fundamental Transaction, the Holder is
not repaid in accordance with Section 2(d) herein;


 


ix.       the
Companies does not meet the current public information requirements under Rule 144;


 


x.        the
Companies shall fail for any reason to deliver certificates to a Holder prior to the third (3rd) Trading Day after
a Conversion Date pursuant to Section 4(c) or the Companies shall provide at any time notice to the Holder, including by way of
public announcement, of the Companies’ intention to not honor requests for conversions of this Note in accordance with the
terms hereof;


 


xi.       the
Companies fails to file with the Commission any required reports under Section 13 or 15(d) of the Exchange Act such that it is
not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable);


 


xii.      the
Companies or any Subsidiary shall: (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator
of it or any of its properties; (ii) admit in writing its inability to pay its debts as they mature; (iii) make a general assignment
for the benefit of creditors; (iv) be adjudicated a bankrupt or insolvent or be the subject of an order for relief under Title
11 of the United States Code or any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law
or statute of any other jurisdiction or foreign country; or (v) file a voluntary petition in bankruptcy, or a petition or an answer
seeking reorganization or an arrangement with creditors or to take advantage or any bankruptcy, reorganization, insolvency, readjustment
of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against
it in any proceeding under any such law, or (vi) take or permit to be taken any action in furtherance of or for the purpose of
effecting any of the foregoing;


 






     19


     


    

 


xiii.     if
any order, judgment or decree shall be entered, without the application, approval or consent of the Companies or any Subsidiary,
by any court of competent jurisdiction, approving a petition seeking liquidation or reorganization of the Companies or any Subsidiary,
or appointing a receiver, trustee, custodian or liquidator of the Companies or any Subsidiary, or of all or any substantial part
of its assets, and such order, judgment or decree shall continue unstayed and in effect for any period of sixty (60) days;


 


xiv.     the
occurrence of any levy upon or seizure or attachment of, or any uninsured loss of or damage to, any property of the Companies
or any Subsidiary having an aggregate fair value or repair cost (as the case may be) in excess of $100,000 individually or in
the aggregate, and any such levy, seizure or attachment shall not be set aside, bonded or discharged within thirty (30) days after
the date thereof;


 


xv.      the
Companies shall fail to maintain the Reserve Amount;


 


xvi.     any
monetary judgment, writ or similar final process shall be entered or filed against the Companies, any subsidiary or any of their
respective property or other assets for more than $100,000, and such judgment, writ or similar final process shall remain unvacated,
unbonded or unstayed for a period of forty-five (45) calendar days;


 


xvii.    The
Companies shall fail to comply with the “use of proceeds” of this Note as set forth in Section 7(k); or


 


xviii.   The
Companies fails, or fails to cause the requisite Person(s) to meet the following conditions:


 


		1.	the
                                         Companies shall allow the Holder to complete due diligence satisfactory to Holder and
                                         the Companies shall comply with all requests made by Holder in connection therewith;



 


		2.	within
                                         thirty (30) days from the Original Issue Date, the Board of Directors of the Company
                                         shall consist of seven (7) directors, which shall include two (3) members of management
                                         and four (4) independent directors (“independent directors” shall be determined
                                         using the definition of “independent director” contained in Rule 5605(a)(2)
                                         of the Marketplace Rules of the NASDAQ Stock Market);



 






     20


     


    

 


		3.	within
                                         ninety (90) days of the Original Issue Date, the Companies shall not make any cash or
                                         equity compensation payments to any member of the Board of Directors (or thereafter)
                                         without the prior written consent of the Holder (which such consent shall not be unreasonably
                                         withheld);



 


		4.	the
                                         Companies shall allow the Holder to exchange, at any time, all debt instruments in Holder’s
                                         favor and warrants held by Holder, for shares of convertible preferred stock of the Companies
                                         that is convertible into shares of Common Stock of the Company.



 


b)        Remedies
Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(d), if any Event of Default
occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts
owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable
at the Holder’s option, in cash or in shares of Common Stock (subject to the Equity Conditions), at the Mandatory Default
Amount. After the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate
on this Note shall accrue at an additional interest rate equal to the lesser of two percent (2%) per month (twenty-four percent
(24%) per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount
in cash or in shares of Common, the Holder shall promptly surrender this Note to or as directed by the Companies. In connection
with such acceleration described herein, the Holder need not provide, and the Companies hereby waives, any presentment, demand,
protest or other notice of any kind (other than the Holder’s election to declare such acceleration), and the Holder may
immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other
remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to
payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives
full payment pursuant to this Section 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair
any right consequent thereon.


 


Section
7.           Miscellaneous.


 


a)         Notices.
Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation,
any Notice of Conversion, shall be in writing and delivered personally, by email or facsimile, or sent by a nationally recognized
overnight courier service, addressed to the Companies, at 1715 Highway 35, Suite 101, Middletown, New Jersey 07748, or such other
email address, facsimile number, or address as the Companies may specify for such purposes by notice to the Holder delivered in
accordance with this Section 7(a). Any and all notices or other communications or deliveries to be provided by the Companies hereunder
shall be in writing and delivered personally, by email or facsimile, or sent by a nationally recognized overnight courier service
addressed to each Holder at the email address, facsimile number, or address of the Holder appearing on the books of the Companies,
or if no such email address, facsimile number, or address appears on the books of the Companies, at the principal place of business
of such Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest
of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth
on the signature pages attached hereto prior to 12:00 p.m. (New York City time) on any date, (ii) the next Trading Day after the
date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature
pages attached hereto on a day that is not a Trading Day or later than 12:00 p.m. (New York City time) on any Trading Day, (iii)
the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (iv)
upon actual receipt by the party to whom such notice is required to be given.


 






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b)        Absolute
Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Companies,
which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this
Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the
Companies. This Note ranks pari passu with all other Notes now or hereafter issued under the terms set forth herein. 


 


c)         Lost
or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, the Companies shall execute and deliver, in
exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or
destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt
of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to the Companies.


 


d)         Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by
and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of
conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense
of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective
Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting
in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably
submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction
Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for
such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest
extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this
Note or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of
this Note, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.


 






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e)         Waiver.
Any waiver by the Companies or the Holder of a breach of any provision of this Note shall not operate as or be construed to be
a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Companies
or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver
or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any
other occasion. Any waiver by the Companies or the Holder must be in writing.


 


f)          Severability.
If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any
provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances.
If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury,
the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under
applicable law. The Companies covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which
would prohibit or forgive the Companies from paying all or any portion of the principal of or interest on this Note as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this
Note, and the Companies (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law,
and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to
the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.


 


g)        Remedies,
Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative
and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity
(including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s
right to pursue actual and consequential damages for any failure by the Companies to comply with the terms of this Note. The Companies
covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein.
Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall
be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation
of the Companies (or the performance thereof). The Companies acknowledges that a breach by it of its obligations hereunder will
cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Companies therefore
agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available
remedies, to an injunction restraining any such breach or any such threatened breach, without the necessity of showing economic
loss and without any bond or other security being required. The Companies shall provide all information and documentation to the
Holder that is requested by the Holder to enable the Holder to confirm the Companies’ compliance with the terms and conditions
of this Note.


 






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h)        Next
Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day.


 


i)          Headings.
The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit
or affect any of the provisions hereof.


  


j)          Security
Interest. The obligations of the Companies under this Note shall be secured by that certain Amended and Restated Security
and Pledge Agreement, dated ____________, by and among the Companies, EWSD, and the Holder.


 


Notwithstanding
anything to the contrary contained in any of the Transaction Documents or any other transaction document between any Company and
the Holder or any Affiliate of the Holder, to the extent there be an allocation of cash flow to pay off any obligation any Company,
such cash flow shall be first allocated to pay off the Companies’ obligations under this Note.


 


k)         Use
of Proceeds. The gross proceeds of the funding to the Companies related to this Note shall be used as agreed.


 


l)          Co-Obligor.
EWSD, shall, jointly and severally, and with the Companies, be and remain subject to all terms, conditions and obligations to
which the Companies is subject pursuant to this Note (the “Co-Obligor Obligations”). The Co-Obligor Obligations
shall in no respect modify or replace any obligations of the Companies arising hereunder.


 


*********************


 


(Signature
Pages Follow)


 




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


 





	 	NOTIS GLOBAL, INC.
	 	 
	 	By:	 
	 	 	Name:
Title:
	 	Facsimile No. for delivery of Notices:	 
	 	 	 	 











	 	PUEBLO AGRICULTURE SUPPLY AND EQUIPMENT, LLC
	 	 
	 	By:	 
	 	 	Name:
Title:
	 	Facsimile No. for delivery of Notices:	 
	 	 	 	 








	 	As
co-obligor:
	 	 
	 	EWSD I, LLC
	 	 
	 	By:	 
	 	 	Name:
Title:
	 	Facsimile No. for delivery of Notices:	 
	 	 	 	 








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ANNEX
A


 


NOTICE
OF CONVERSION


 


The
undersigned hereby elects to convert principal under the 10% Senior Secured Convertible Promissory Note, due ______________ of
Notis Global, Inc., a Nevada corporation (the “Company”) and Pueblo Agriculture Supply and Equipment, LLC,
into shares of common stock (the “Common Stock”) of the Company according to the conditions hereof, as of the
date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned
will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably
requested by the Companies in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer
taxes, if any.


 





By
the delivery of this Notice of Conversion the undersigned represents and warrants to the Companies that its ownership of the Common
Stock does not exceed the amounts specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the
Exchange Act.


 


The
undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with
any transfer of the aforesaid shares of Common Stock.


 





Conversion
calculations: 


 





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



 




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Schedule
1


 


CONVERSION
SCHEDULE


 


This
10% Senior Secured Convertible Promissory Note, due on __________, in the original principal amount of $_________ is issued by
Notis Global, Inc., a Nevada corporation (the “Company”) and Pueblo Agriculture Supply and Equipment, LLC.
This Conversion Schedule with respect to the Common Stock of the Company reflects conversions made under Section 4 of the above
referenced Note.


 


Dated:
_____________


 





	Date
    of Conversion (or

 for first entry, Original 

Issue Date)	Amount
    of 

Conversion	Aggregate
    

Principal 

Amount 

Remaining 

Subsequent to 

Conversion (or

 original Principal 

Amount)	Companies
    Attest
	 

                                                                                 
	 	 	 
	 

                                                                                 
	 	 	 
	 

                                                                                 
	 	 	 
	 

                                                                                 
	 	 	 
	 

                                                                                 
	 	 	 
	 

                                                                                 
	 	 	 
	 

                                                                                 
	 	 	 
	 

                                                                                 
	 	 	 
	 

                                                                                 
	 	 	 


 






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