Exhibit 10.60


 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)),
IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A,
REGULATION S, OR OTHER APPLICABLE EXEMPTION 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: $215,000.00 Issue Date: March 8, 2021 Actual Amount of Purchase Price: $200,000.00


CONVERTIBLE
PROMISSORY NOTE 


FOR
VALUE RECEIVED, CANNABIS GLOBAL, INC., a Nevada corporation (hereinafter called the “Borrower”), hereby promises
to pay to the order of BHP CAPITAL NY, INC., a New York corporation, or registered assigns (the “Holder”), in the
form of lawful money of the United States of America, the principal sum of up to $215,000.00 (the “Principal Amount”) (subject
to adjustment herein), with a purchase price of $200,000.00 (the “Consideration”) plus an original issue discount in the
amount of up to $15,000.00 (the “OID”), and to pay interest on the Principal Amount under this Note at the rate of ten percent
(10%) (the “Interest Rate”) per annum guaranteed and fully earned from the date that the amount of Consideration is fully
funded in accordance with the terms of this Note until the same becomes due and payable, whether at maturity or upon acceleration or
by prepayment or otherwise, as further provided herein. The Holder shall pay the Consideration on the day of the full execution of the
Note and all related transactional documents related to this Note, and the outstanding principal amount under this Note shall be $215,000.00
(which includes the OID). The maturity date for this Note shall be twelve (12) months from the effective date of the Holder’s payment
of the Consideration (“Maturity Date”), and is the date upon which the principal sum as well as any accrued and unpaid interest
and other fees shall be due and payable. Notwithstanding any other provision of this Note or any related transaction documents, Borrower
may prepay this Note only pursuant to Section 1.9 hereof.


It
is further acknowledged and agreed that the Principal Amount owed by Borrower under this Note shall be increased by the amount of all
expenses up to a maximum of $250 incurred by the Holder relating to any conversion of this Note into shares of Common Stock. All such
expenses shall be deemed added to the Principal Amount hereunder to the extent such expenses are paid by the Holder.


Interest
shall commence accruing on the date that the Note is fully funded and shall be computed on the basis of a 365-day year and the actual
number of days elapsed. Any Principal Amount or interest on this Note which is not paid when due shall bear interest at the rate the
lesser of (a) twenty-four percent (24%) per annum from the due date thereof until the same is paid (“Default Interest”);
or (b) the maximum rate allowed by law.


All
payments due hereunder (to the extent not converted into shares of common stock of the Borrower (the “Common Stock”) in accordance
with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the
Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount
expressed to be due by the terms of this Note is due on any day which is not a business day,


the
same shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not
the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining
the amount of interest due on such date.


Each
capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase
Agreement, dated as of the Issue Date, pursuant to which this Note was originally issued (the “Purchase Agreement”). As used
in this Note, the term “business day” shall mean any day other than


 




    	  





    	 



    


a
Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive
order to remain closed. As used herein, the term “Trading Day” means any day that shares of Common Stock are listed for trading
or quotation on the Principal Market (as defined in the Purchase Agreement), any tier of the Nasdaq Stock Market, the New York Stock
Exchange or the NYSE American.


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


This
Note is being purchased as a subsequent tranche pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”)
dated on or around January 26, 2021. Further, in connection with the Purchase Agreement, the parties entered into a Registration Rights
Agreement. Any requirements of the parties therein still apply and this Note shall be included in the Registerable Securities (as defined
therein).


The
following terms shall apply to this Note:


ARTICLE
I. CONVERSION RIGHTS 


1.1
Conversion Right. The Holder shall have the right, at any time while there are amounts outstanding under the Note, to convert
all or any portion of the then outstanding and unpaid Principal Amount and interest (including any Default Interest) into fully paid
and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities
of the Borrower into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined below) determined
as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any
portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock
beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through
the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of the Borrower
subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of Conversion Shares
issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would
result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the then outstanding shares of Common Stock. For
purposes of the proviso set forth in the immediately preceding sentence, beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and Regulations 13D-G thereunder, except
as otherwise provided in clause (1) of such proviso, provided, however, that the limitations on conversion may be waived (up to
9.99%) by the Holder upon, at the election of the Holder, not less than sixty-one (61) days’ prior notice to the Borrower, and
the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder,
as may be specified in such notice of waiver). The number of Conversion Shares to be issued upon each conversion of this Note shall be
determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified
in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the
Borrower or Borrower’s transfer agent by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion
is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower or
Borrower’s transfer agent before 11:59 p.m., New York, New York time on such conversion date (the “Conversion Date”).
The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the Principal Amount of this
Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such Principal
Amount at the Interest Rate to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts
referred to in the immediately preceding clauses (1) and/or (2).


1.2
Conversion Price.


(a)
Calculation of Conversion Price. The per share conversion price into which the Principal Amount and interest (including any Default
Interest) under this Note shall be convertible into shares of Common Stock hereunder (the “Conversion Price”) shall be equal
to the lesser of (i) $0.10 per share (the “Fixed Conversion Price”), or (ii) seventy percent (70%) of the average the three
(3) lowest traded prices during the twenty (20) consecutive trading day period ending on the trading day immediately prior to the applicable


 




    	  





    	 



    


conversion
date (the “Variable Conversion Price”); provided, further, that if the Borrower fails to have a registration statement
effective after one hundred eighty (180) days of the Purchase Agreement covering the Conversion Shares, or the Borrower fails to uplist
to any tier of the OTCQB within one hundred eighty (180) days of the Purchase Agreement, the Fixed Conversion Price shall become $0.04
per share and be the only price applicable to any Conversions of this Note (“Default Fixed Conversion Price”). To the extent
the Conversion Price is 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, provided however that the Borrower agrees to honor all conversions submitted
pending this increase. 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. In the event the Borrower has a DTC “Chill” on its shares, an additional discount of
ten percent (10%) shall apply to the Conversion Price while that “Chill” is in effect.


(b)
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 be acquired by, consolidate or merge with any other corporation or entity
(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 fifty percent (50%) or more of the Common Stock (or any other takeover scheme) (any such transaction
referred to in clause (i) or (ii) being referred to herein as a “Change in Control” and the date of the announcement referred
to in clause (i) or (ii) is being referred to herein as the “Announcement Date”), then the Conversion Price shall be equal
to the Default Fixed Conversion Price.


1.3
Authorized and Reserved Shares. The Borrower covenants that at all times until each of the Notes between Borrower and Holder are
satisfied in full, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of registered shares,
free from preemptive rights, to provide for the issuance of a number of Conversion Shares equal to the greater of: (a) 9,500,000 shares
of Common Stock (which shares shall be registered shares of common stock upon effectiveness thereof), or (b) the sum of (i) the number
of Conversion Shares issuable upon the full conversion of this Note (assuming no payment of Principal Amount or interest) as of any issue
date (taking into consideration any adjustments to the Conversion Price pursuant to Section 2 hereof or otherwise) multiplied by
(ii) three (3) (the “Reserved Amount”). In the event that the Borrower shall be unable to reserve the entirety of the Reserved
Amount (the “Reserve Amount Failure”), the Borrower shall promptly take all actions necessary to increase its authorized
share capital to accommodate the Reserved Amount (the “Authorized Share Increase”), including without limitation, all board
of directors actions and approvals and promptly (but no less than sixty (60) days following the calling and holding a special meeting
of its shareholders no more than sixty (60) days following the Reserve Amount Failure to seek approval of the Authorized Share Increase
via the solicitation of proxies. Notwithstanding the foregoing, in no event shall the Reserved Amount be lower than the initial Reserved
Amount, regardless of any prior conversions. The Borrower represents that upon issuance, the Conversion Shares will be duly and validly
issued, fully paid and non- assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure
which would change the number of Conversion Shares into which this Note shall be convertible at the then current Conversion Price, the
Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock
authorized and reserved, free from preemptive rights, for conversion of this Note. The Borrower (i) acknowledges that it has irrevocably
instructed its transfer agent to issue certificates for the Conversion Shares or instructions to have the Conversion Shares issued as
contemplated by Section 1.4(f) hereof, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers
and agents who are charged with the duty of executing stock certificates or cause the Borrower to electronically issue shares of Common
Stock to execute and issue the necessary certificates for the Conversion Shares or cause the Conversion Shares to be issued as contemplated
by Section 1.4(f) hereof in accordance with the terms and conditions of this Note.


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


 




    	  





    	 



    


1.4
Method of Conversion.


(a)
Mechanics of Conversion. This Note may be converted by the Holder in whole or in part, on any Trading Day, while any amounts are
outstanding hereunder, by submitting to the Borrower or Borrower’s transfer agent a Notice of Conversion (by facsimile, e-mail
or other reasonable means of communication dispatched on the Conversion Date prior to 11:59 p.m., New York, New York time). Any Notice
of Conversion submitted after 11:59 p.m., New York, New York time, shall be deemed to have been delivered and received on the next Trading
Day.


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


(c)
Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in
the issue and delivery of shares of Common Stock


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


(d)
Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or
other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section
1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the
Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) within three (3)
Trading Days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid Principal Amount
and interest (including any Default Interest) under this Note, surrender of this Note). If the Borrower shall fail for any reason or
for no reason to issue to the Holder on or prior to the Deadline a certificate or book entry statement confirming the issuance for
the number of Conversion Shares or to which the Holder is entitled hereunder, and register such Conversion Shares on the Borrower’s
share register or to credit the Holder’s balance account with DTC (as defined below) for such number of Conversion Shares to which
the Holder is entitled upon the Holder’s conversion of this Note (a “Conversion Failure”), then, in addition to all
other remedies available to the Holder, (i) the Borrower shall pay in cash to the Holder on each day after the Deadline and during such
Conversion Failure an amount equal to two percent (2.0%) of the product of (A) the sum of the number of Conversion Shares not issued
to the Holder on or prior to the Deadline and to which the Holder is entitled and (B) the closing sale price of the Common Stock on the
Trading Day immediately preceding the last possible date which the Borrower could have issued such Conversion Shares to the Holder without
violating this Section 1.4(d); and (ii) the Holder, upon written notice to the Borrower, may void its Notice of Conversion with respect
to, and retain or have returned, as the case may be, any portion of this Note that has not been converted pursuant to such Notice of
Conversion; provided that the voiding of an Notice of Conversion shall not affect the Borrower’s obligations to make any payments
which have accrued prior to the date of such notice. In addition to the foregoing, if on or prior to the Deadline the Borrower shall
fail to issue and deliver a certificate to the Holder and register such Conversion Shares on the Borrower’s share register or credit
the Holder’s balance account with DTC for the number of Conversion Shares to which the Holder is entitled upon


 




    	  





    	 



    


the
Holder’s exercise hereunder or pursuant to the Borrower’s obligation pursuant to clause (ii) below, and if on or after such
Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a
sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Borrower, then
the Borrower shall, within two (2) Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay
cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other reasonable
and customary out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which
point the Borrower’s obligation to deliver such certificate (and to issue such Conversion Shares) or credit such Holder’s
balance account with DTC for such Conversion Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a
certificate or certificates representing such Conversion Shares or credit such Holder’s balance account with DTC and pay cash to
the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock,
times (B) the closing sales price of the Common Stock on the date of exercise. Nothing shall limit the Holder’s right to pursue
any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Borrower’s failure to timely deliver certificates representing the Conversion Shares (or
to electronically deliver such Conversion Shares) upon the conversion of this Note as required pursuant to the terms hereof.


(e)
Obligation of Borrower to Deliver Common Stock. At the time that theHolder submits the Notice of Conversion to the Borrower or
Borrower’s transfer agent, the Holder shall be deemed to be the holder of record of the Conversion Shares issuable upon such conversion,
the outstanding Principal Amount and the amount of accrued and unpaid interest (including any Default Interest) under this Note shall
be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect
to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities,
cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein,
the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of
the Conversion Shares as contemplated by Section 1.4(f) hereof) shall be absolute and unconditional, irrespective of the absence of any
action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against
any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the
holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of
any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower
to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date
so long as the Notice of Conversion is sent to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York
time, on such date.


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


(g)
Conversion Leak-Out. Holder shall not convert more than twenty-five percent (25%) of the principal amount of the face value of
this specific Note in any given calendar month.


1.5
Concerning the Shares. The Conversion Shares issuable upon conversion of this Note may not be sold or transferred unless (i) such
shares are sold pursuant to an effective registration statement under the 1933 Act; or (ii) the Borrower or its transfer agent shall
have been furnished with an opinion of counsel (which opinion shall be the Legal Counsel Opinion (as defined in the Purchase Agreement))
to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or
(iii) such shares are sold or transferred pursuant to an applicable exemption; or (iv) such shares are transferred to an “affiliate”
(as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5
and who is an Accredited Investor (as defined in the Purchase Agreement).


 




    	  





    	 



    


Except
as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time as the Conversion
Shares have been registered under the 1933 Act or otherwise may be sold pursuant to an applicable exemption without any restriction as
to the number of securities as of a particular date that can then be immediately sold, each certificate for the Conversion Shares that
has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement
or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:


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


SOLD,
TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A
GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO ANY APPLICABLE EXEMPTION
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 certificate for the applicable Conversion Shares
without such legend upon which it is stamped or (as requested by the Holder) issue the applicable Conversion Shares by electronic delivery
by crediting the account of such holder’s broker with DTC, if, unless otherwise required by applicable state securities laws: (a)
such Conversion Shares are registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be
sold pursuant to any applicable exemption without any restriction as to the number of securities as of a particular date that can then
be immediately sold, or (b) the Borrower or the Holder provides the Legal Counsel Opinion (as contemplated by and in accordance with
the Purchase Agreement) to the effect that a public sale or transfer of such Conversion Shares may be made without registration under
the 1933 Act, which opinion shall be accepted by the Borrower so that the sale or transfer is effected. The Borrower shall be responsible
for the fees of its transfer agent and all DTC fees associated with any such issuance. The Holder agrees to sell all Conversion Shares,
including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery
requirements, if any. In the event that the Borrower does not accept the opinion of counsel provided by the Holder with respect to the
transfer of Conversion Shares pursuant to an exemption from registration at the Deadline, notwithstanding that the conditions of the
applicable exemption, as applicable, have been met, it will be considered an Event of Default under this Note.


1.6
Effect of Certain Events.


(a)
Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially
all of the assets of the Borrower, or the consolidation, merger or other business combination of the Borrower with or into any other
Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default pursuant
to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount
equal to the Default Amount (defined in Section 3.26) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall
mean any individual, corporation, limited liability Borrower, partnership, association, trust or other entity or organization.


(b)
Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion
of all of this Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar
event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of
another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially


 




    	  





    	 



    


all
of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note
shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein
and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the
Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction
(without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect
to


the
rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for
adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable,
as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower
shall not effectuate any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, at least
thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special
meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of
shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to
convert this Note); and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations
of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.


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


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


(e)
Dilutive Issuance. If the Borrower, at any time while this Note or any amounts due hereunder are outstanding, issues, sells or
grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right
to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option
to purchase or other disposition), securities convertible into, exercisable for, or otherwise entitle any person or entity the right
to acquire, shares of Common Stock (including, without limitation, upon conversion of this Note, and any convertible notes or warrants
outstanding as of or following the Issue Date), in each or any case at an effective price per share that is lower than the then Conversion
Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive Issuance”)
(it being agreed that if the holder of the Common Stock or other securities so issued shall at any time, whether by operation of purchase
price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights
per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per
share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such
date of the Dilutive Issuance), then the Conversion Price shall be reduced, at the option of the Holder, to a price equal the Base Conversion
Price. If the Borrower enters into a Variable Rate Transaction, despite the prohibition set forth in the Purchase Agreement, the Borrower
shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible price per share at which such securities
could be issued in connection with such Variable Rate Transaction. Such adjustment shall


 




    	  





    	 



    


be
made whenever such Common Stock or other securities are issued. Notwithstanding the foregoing, no adjustment will be made under this
Section 1.6(e) in respect of an Exempt Issuance. In the event of an issuance of securities involving multiple tranches or closings, any
adjustment pursuant to this Section 1.6(e) shall be calculated as if all such securities were issued at the initial closing.


An
“Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or other securities to officers or directors of the
Borrower pursuant to any stock or option or similar equity incentive plan duly adopted for such purpose, by a majority of the non-employee
members of the Borrower’s Board of Directors or a majority of the members of a committee of non-employee directors established
for such purpose in a manner which is consistent with the Borrower’s prior business practices; (b) securities issued pursuant to
a merger, consolidation, acquisition or similar business combination approved by a majority of the disinterested directors of the Borrower,
provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries,
an operating Borrower or an owner of an asset in a business synergistic with the business of the Borrower and shall provide to the Borrower
additional benefits in addition to the investment of funds, but shall not include a transaction in which the Borrower is issuing securities
primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; (c) securities issued
pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial
institution approved by a majority of the disinterested directors of the Borrower; (d) securities issued under the Form 1-A or S-1 filed
and declared effective by the Securities and Exchange Commission as of the date hereof; (e) existing convertible debt and equity lines
of credit in existence on the date hereof, (f) private placements of Common Stock by the Borrower; or (g) securities issued with respect
to which the Holder waives its rights in writing under this Section 1.6(e).


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


1.7
Adjustments to Conversion Price. At any time after the Issue Date, (i) 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); (ii) if the Borrower ceases to be a reporting Borrower pursuant
or subject to the Exchange Act; (iii) if the Borrower loses a market (including the OTC Pink, OTCQB or an equivalent replacement exchange)
for its Common Stock; (iv) if the Borrower fails to maintain its status as “DTC Eligible” for any reason; (v) if the Conversion
Price is less than one cent ($0.01); (vi) if the Note cannot be converted into free trading shares on or after six (6) months from the
Issue Date; (vii) if at any time the Borrower does not maintain or replenish the Reserved Amount (as defined herein) within three (3)
business days of the request of the Holder; (viii) if, once obtained as required under the Transaction Documents, the Borrower fails
to maintain the uplisting of its Common Stock on at least one of the OTCQB or an equivalent replacement exchange, any tier of the Nasdaq
Stock Market, the New York Stock Exchange (including the NYSE American); (ix) if the Borrower fails to comply with the reporting requirements
of the Exchange Act; the reporting requirements necessary to satisfy the availability of Rule 144 to the Holder or its assigns, including
but not limited to the timely fulfillment of its filing requirements as a fully- reporting issuer registered with the SEC,; (x) if the
Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder; (xi) if 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); (xii) the restatement of any financial
statements filed by the Borrower with the SEC for any date or period from two (2) 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 un-restated financial statement, have
constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement; (xiii) any cessation
of trading of the Common Stock on at least one of the OTC Markets or an equivalent replacement exchange, any tier of the Nasdaq Stock
Market, the New York Stock Exchange (including the NYSE American), and such cessation of trading shall continue for a period of five
consecutive (5) Trading Days; (xiv) the Borrower loses the “bid” price for its


 




    	  





    	 



    


Common
Stock ($0.0001 on the “Ask” with zero market makers on the “Bid” per Level 2); or (xv) if the Holder is notified
in writing by the Borrower or the Borrower’s transfer agent that the Borrower does not have the necessary amount of authorized
and issuable shares of Common Stock available to satisfy the issuance of Shares pursuant to a Conversion Notice, then in addition to
all other remedies under this Note, the Holder shall be entitled to increase, by fifteen percent (15%) for each occurrence, cumulative
or otherwise, the discount to the Conversion Price shall apply for all future conversions under the Note.


1.8
Status as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the Conversion Shares covered thereby (other
than the Conversion Shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion
of the Reserved Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock, and (ii) the Holder’s rights
as a Holder of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such
shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure
by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates for all
shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion of any
portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so
notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this
Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered,
adjust its records to reflect that such portion of this Note has not been converted. In all cases, the Holder shall retain all of its
rights and remedies for the Borrower’s failure to convert this Note.


1.9
Prepayment. Notwithstanding anything to the contrary contained in this Note, subject to the terms of this Section, at any time
during the period beginning on the Issue Date and ending at Maturity (“Prepayment Termination Date”), Borrower shall have
the right, exercisable on not less than two (2) Trading Days prior written notice to the Holder of this Note, to prepay up to the outstanding
balance on this Note (principal and accrued interest), in full, in accordance with this Section. 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 fifteen (15)
Trading Days from the date of the Optional Prepayment Notice; and (3) the amount (in dollars) that the Borrower is paying. Notwithstanding
Holder’s receipt of the Optional Prepayment Notice the Holder may convert, or continue to convert the Note in whole or in part
until the Optional Prepayment Amount (as defined herein) is paid to the Holder. On the date fixed for prepayment (the “Optional
Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of
the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date.
If the Borrower exercises its right to prepay the Note, within the first ninety days (90) after the Issue Date hereof, the Borrower shall
make payment to the Holder of one hundred fifteen percent (115%) of the total amount outstanding under the Note including, but not limited
to all principal, interest, fees, and defaults; if the Borrower exercises its right to repay the Note after day ninety (90), but before
day one hundred twenty (120), the Borrower shall pay to Holder the sum of one hundred twenty percent (120%) of the total amount outstanding
under the Note including, but not limited to all principal, interest, fees, and defaults; if the Borrower exercises its right to repay
the Note after day one hundred twenty (120), but before day one hundred eighty (180), the Borrower shall pay to Holder the sum of one
hundred twenty-five percent (125%) of the total amount outstanding under the Note including, but not limited to all principal, interest,
fees, and defaults (the “Optional Prepayment Amount”).


1.10 Repayment
from Proceeds. While any portion of the outstanding Principal Amount and interest (including Default Interest) under this Note
are due and owing, if the Borrower receives cash proceeds from any source or series of related or unrelated sources, including but
not limited to, the issuance of equity or debt, the conversion of outstanding warrants of the Borrower, the issuance of securities
pursuant to an equity line of credit of the Borrower or the sale of assets, the Borrower shall, within one (1) business day of
Borrower’s receipt of such proceeds, inform the Holder of such receipt, following which the Holder shall have the right in its
sole discretion to require the Borrower to immediately apply all or any portion of such proceeds to repay all or any portion of the
outstanding Principal Amount and interest (including any Default Interest) then due under this Note. Failure of the Borrower to
comply with this provision shall constitute an Event of Default. In the event that such proceeds are received by the Holder prior to
the Maturity Date, the required prepayment shall be subject to the terms of Section 1.9 herein.


 




    	  





    	 



    


ARTICLE
II. RANKING AND CERTAIN COVENANTS 


2.1
Ranking and Security. The obligations of the Borrower under this Note shall rank subordinate with respect to any and all Indebtedness
incurred as of or following the Issue Date and shall only be secured by the Reserved Amount (as adjusted from time to time herein).


2.2
Other Indebtedness. So long as the Borrower shall have any obligation under this Note, the Borrower shall not (directly or indirectly
through any Subsidiary or affiliate), without Holder’s consent, incur or suffer to exist or guarantee any Indebtedness that is
senior to or pari passu with (in priority of payment and performance) the Borrower’s obligations hereunder unless the proceeds
of such Indebtedness are used to pay off the interest and principal under this Note. As used in this Section 2.2, the term “Borrower”
means the Borrower and any Subsidiary of the Borrower. As used herein, the term “Indebtedness” means (a) all indebtedness
of the Borrower for borrowed money, but not including deferred purchase price obligations in place as of the Issue Date and as disclosed
in the SEC Documents or obligations to trade creditors incurred in the ordinary course of business; (b) all obligations of the Borrower
evidenced by notes, bonds, debentures or other similar instruments; (c) purchase money indebtedness hereafter incurred by the Borrower
to finance the purchase of fixed or capital assets, including all capital lease obligations of the Borrower which do not exceed the purchase
price of the assets funded; (d) all guarantee obligations of the Borrower in respect of obligations of the kind referred to in clauses
(a) through (c) above that the Borrower would not be permitted to incur or enter into; and (e) all obligations of the kind referred to
in clauses (a) through (d) above that the Borrower is not permitted to incur or enter into that are secured and/or unsecured by (or for
which the holder of such obligation has an existing right, contingent or otherwise, to be secured and/or unsecured by) any lien or encumbrance
on property (including accounts and contract rights) owned by the Borrower, whether or not the Borrower has assumed or become liable
for the payment of such obligation.


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


2.4
Restriction on Stock Repurchases. 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.


2.5
Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s
written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any
consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition, but otherwise such consent
shall not be unreasonably withheld, conditioned, or delayed.


2.6
Advances and Loans; Affiliate Transactions. So long as the Borrower shall have any obligation under this Note, the Borrower shall
not, without the Holder’s written consent, lend money, give credit, make advances to or enter into any transaction with any person,
firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the
Borrower, except loans, credits or advances (a) in existence or committed on the Issue Date and which the Borrower has informed Holder
in writing prior to the Issue Date, (b) in regard to transactions with unaffiliated third parties, made in the ordinary course of business
or (c) in regard to transactions with unaffiliated third parties, not in excess of $150,000. So long as the Borrower shall have any obligation
under this Note, the Borrower shall not, without the Holder’s written consent, repay any affiliate (as defined in Rule 144) of
the Borrower in connection with any indebtedness or accrued amounts owed to any such party outside the ordinary course of business.


2.7
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 twenty-five percent (25%) of the outstanding
principal balance of this Note, but not less than Twenty-Five Thousand Dollars ($25,000), will be assessed and will become immediately
due and payable to the Holder at its election in the form of a cash payment or added to the balance of this Note (under Holder's and
Borrower's expectation that this amount will tack back to the Issue Date).


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


2.9
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.





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


ARTICLE
III. EVENTS OF DEFAULT 


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


3.1
Conversion and the Shares. The Borrower (i) fails to issue Conversion Shares to the Holder (or announces or threatens in writing
that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with
the terms of this Note; (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form)
any certificate for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when required
by this Note; (iii) reserve the Reserved Amount at all times; or (iv) the Borrower directs its transfer agent not to transfer or delays,
impairs, or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for the
Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or
fails to remove (or directs its transfer agent not to remove or impairs, delays, or hinders its transfer agent from removing) any restrictive
legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the
Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement
or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or
any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for five (5) Trading Days
after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations
to its transfer agent. It shall be an Event of Default of this Note, if a conversion of this Note is delayed, hindered or frustrated
due to a balance


 




    	  





    	 



    


owed
by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer
agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours
of a demand from the Holder.


3.2
Breach of Agreements and Covenants. The Borrower breaches any material agreement, covenant or other material term or condition
contained in the Purchase Agreement, any of the Notes, the Irrevocable Transfer Agent Instructions or in any agreement, statement or
certificate given in writing pursuant hereto or in connection herewith or therewith.


3.3
Breach of Representations and Warranties. Any material representation or warranty of the Borrower made in the Purchase Agreement,
this Note, the Irrevocable Transfer Agent Instructions or in any agreement, statement or certificate given in writing pursuant hereto
or in connection herewith or therewith shall be false or misleading in any material respect when made and the breach of which has (or
with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.


3.4
Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or
apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such
a receiver or trustee shall otherwise be appointed.


3.5
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 $150,000.00, and shall remain unvacated,
unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably
withheld.


3.6
Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary,
for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary
of the Borrower.


3.7
Delisting of Common Stock. Should the Borrower uplist to the OTCQB tier of the OTC Markets and subsequently fail to maintain the
listing of the Common Stock on at least one of the OTCQB Market, or any tier of the Nasdaq Stock Market or the New York Stock Exchange
(including the NYSE American).


3.8
Failure to Comply with the 1934 Act. At any time after the Issue Date, the Borrower shall fail to comply with the reporting requirements
of the 1934 Act or the Borrower shall cease to be subject to the reporting requirements of the 1934 Act. It shall be an Event of Default
under this Section 3.9 if the Borrower shall file any Notification of Late Filing on Form 12b-25 with the SEC.


3.9
Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.


3.10Cessation
of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such
debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern”
shall not be an admission that the Borrower cannot pay its debts as they become due.


3.11
Maintenance of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property
or other assets which are necessary to conduct its business (whether now or in the future).


3.12
Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or
period from two (2) 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 un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with
respect to this Note or the Purchase Agreement.


3.13
Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without twenty


 




    	  





    	 



    


(20)
days prior written notice to the Holder.


3.14Replacement
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.


3.15
DTC “Chill”. The DTC places a “chill” (i.e. a restriction placed by DTC on one or more of DTC’s
services, such as limiting a DTC participant’s ability to make a deposit or withdrawal of the security at DTC) on any of the Borrower’s
securities.


3.16
Illegality. Any court of competent jurisdiction issues an order declaring this Note, the Purchase Agreement or any provision hereunder
or thereunder to be illegal.


3.17.
DWAC Eligibility. In addition to the Event of Default in Section 3.15, the


Common
Stock is otherwise not eligible for trading through the DTC’s Fast Automated Securities Transfer or Deposit/Withdrawal at Custodian
programs.


3.18
Variable Rate Transactions; Dilutive Issuances. The Borrower (i) issues shares of Common Stock (or convertible securities or Purchase
Rights) pursuant to an equity line of credit of the Borrower or otherwise in connection with a Variable Rate Transaction; (ii) adjusts
downward the “floor price” at which shares of Common Stock (or convertible securities or Purchase Rights) may be issued under
an equity line of credit or otherwise in connection with a Variable Rate Transaction (or entered into in the future) except for existing
lines of credit or Variable Rate Transactions existing as of the date hereof; or (iii) a Dilutive Issuance is triggered as provided in
this Note.


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


3.20
Inside Information. Any attempt by the Borrower or its officers, directors, or affiliates to intentionally 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


3.21
Unavailability of Rule 144. If, at any time on or after the date which is six (6) months after the Issue Date, except due to the
Holder’s actions or inactions, 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 respective clearing firm), and the Borrower’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/or (ii) thereupon deposit such shares into the Holder’s brokerage account.


3.22
Delisting or Suspension of Trading of Common Stock. If the Borrower’s Common Stock (i) is suspended from trading; (ii) halted
from trading; or (iii) fails to be quoted or listed (as applicable) on any level of the OTC Markets, any tier of the Nasdaq Stock Market,
the New York Stock Exchange (including the NYSE American).


3.23
Default Monitoring Fee. Upon the occurrence of any Event of Default in this Article III, Borrower shall pay to Holder a
monitoring fee of $5,000.00 per month so long as any amount due is outstanding under this Note. Such monitoring fee shall be paid, in
Holder’s sole discretion, (i) in cash within five (5) business days of the end of the month in which the fee was charged; or (ii)
added as principal to the Note.


3.24
Failure to Timely Register. If the Borrower shall fail to comply with the registration requirements under the Registration Rights
Agreement within the time frames prescribed therein. Additionally,


 




    	  





    	 



    


any
failure to comply with the terms of the refusal option granted to Holder per section 3(t) of the Registration Rights Agreement therein.


3.25
“Uplisting” of Trading of Common Stock. The Borrower shall cause its Common Stock to be “uplisted” to
no lower of a tier than the OTCQB Tier of the OTC Markets within one hundred (100) days of the effective date of the Purchase Agreement


3.26
Rights and Remedies Upon an Event of Default. Upon the occurrence and during the continuation of any Event of Default specified
in this Article III, this Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction
of its obligations hereunder,


an
amount (the “Default Amount”) equal to the Principal Amount then outstanding plus accrued interest (including any Default
Interest) through the date of full repayment multiplied by one hundred thirty-five percent (135%) and the conversion price shall become
the Default Fixed Price. Holder may, in its sole discretion, determine to accept payment part in Common Stock and part in cash. For purposes
of payments in Common Stock, the conversion formula set forth in Section 1.2 shall apply. Upon an uncured Event of Default, all amounts
payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly
waived by the Borrower, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder
shall be entitled to exercise all other rights and remedies available at law or in equity, including, without limitation.


 


ARTICLE
IV. MISCELLANEOUS 


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


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


If
to the Borrower, to:


CANNABIS
GLOBAL, INC. 


520
South Grand Avenue, Suite 320


Los
Angeles, California 90071


Attention:
Arman Tabatabaei


e-mail:
arman@cannabisglobalinc.com


If
to the Holder:


BHP
CAPITAL NY, INC. 


45
SW 9th Street Apt. 1603 


Miami,
Florida 33130


Attention:
Bryan Pantofel


e-mail:
bryan@bhpcap.com


 




    	  





    	 



    


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


FABIAN
VANCOTT 


Attn:
Anthony Michael Panek


e-mail:
apanek@fabianvancott.com


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


4.4
Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit
of the Holder and its successors and assigns. Neither the Borrower nor the Holder shall assign this Note or any rights or obligations
hereunder without the prior


written
consent of the other. Notwithstanding the foregoing, the Holder may assign its rights hereunder to any “accredited investor”
(as defined in Rule 501(a) of the 1933 Act) in a private transaction from the Holder or to any of its “affiliates”, as that
term is defined under the 1934 Act, without the consent of the Borrower. 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.


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


4.6
Governing Law; Venue; Attorney’s Fees. This Note shall be governed by and construed in accordance with the laws of the State
of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions
contemplated by this Note or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in the
state courts located in the state of New York or federal courts located in the state of New York. The Borrower hereby irrevocably waives
any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction
or venue or based upon forum non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTIONS
CONTEMPLATED HEREBY. Each party hereby irrevocably waives personal service of process and consents to process being served in any
suit, action or proceeding in connection with this Note or any other agreement, certificate, instrument or document contemplated hereby
or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner
permitted by law. The prevailing party in any action or dispute brought in connection with this the Note or any other agreement, certificate,
instrument or document contemplated hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s
fees and costs.


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


4.8
Purchase Agreement. The Borrower and the Holder shall be bound by the applicable terms


 




    	  





    	 



    


of
the Purchase Agreement and the documents entered into in connection herewith and therewith.


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


4.10
Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder,
by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at
law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the
Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in
equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach
of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without
any bond or other security being required.


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


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


4.13
Severability. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of
law (including any judicial ruling), then such provision shall be deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under
any law shall not affect the validity or enforceability of any other provision of this Note.


 


4.14
Most-Favored Nation. So long as this Note is outstanding, upon any issuance by the Borrower or any of its subsidiaries of any
new security, with any term that the Holder reasonably believes is


 




    	  





    	 



    


more
favorable to the holder of such security or with a term in favor of the holder of such security that the Holder reasonably believes was
not similarly provided to the Holder in this Note, then (i) the Borrower shall notify the Holder of such additional or more favorable
term within one (1) business day of the issuance and/or amendment (as applicable) of the respective security, and (ii) such term, at
Holder’s option, shall become a part of the transaction documents with the Holder (regardless of whether the Borrower complied
with the notification provision of this Section 4.14). The types of terms contained in another security that may be more favorable to
the holder of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback
periods, interest rates, and original issue discounts. If Holder elects to have the term become a part of the transaction documents with
the Holder, then the Borrower shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory
to the Holder (the “Acknowledgment”) within one (1) business day of Borrower’s receipt of request from Holder (the
“Adjustment Deadline”), provided that Borrower’s failure to timely provide the Acknowledgement shall not affect the
automatic amendments contemplated hereby. This section shall apply to any securities previously issued to Holder.


 


4.15
Dispute Resolution. In the case of a dispute as to the determination of the Conversion Price, Conversion Amount, any prepayment
amount or Default Amount, Issue, 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 one (1) Trading Day 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 five (5) Trading 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 three (3) Trading Days, submit (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, 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 one (1) Trading Day 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.


[SIGNATURE
PAGE FOLLOWS]


IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer on March 8, 2021.


CANNABIS
GLOBAL, INC. 


By: /s/
Arman Tabatabaei


Name:
Arman Tabatabaei


Title:
Chief Executive Officer


 


EXHIBIT
A -- NOTICE OF CONVERSION 


The
undersigned hereby elects to convert $ principal amount of the Note (defined below) into that number of shares of Common Stock to be
issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of CANNABIS GLOBAL, INC., a Nevada
corporation (the “Borrower”), according to the conditions of the Convertible Promissory Note of the Borrower dated as of
March 8, 2021 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except
for transfer taxes, if any.


Box
Checked as to applicable instructions:


 




    	  





    	 



    


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


Name
of DTC Prime Broker:


Account
Number:


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


BHP
CAPITAL NY, INC. 


45
SW 9th Street, Apt. 1603


Miami,
Florida 33130


Attn:
Bryan Pantofel


e-mail:
bryan@bhpcap.com



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



 


By:


Name:


Title:


Date: