Exhibit
10.3


 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF
(A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL
(WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION.
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: $1,000,000.00	Issue
    Date: June 28, 2021


 


SENIOR
PROMISSORY NOTE


 


FOR
VALUE RECEIVED, BIOPOWER OPERATIONS CORPORATION, a Nevada corporation (hereinafter called the “Borrower” or the
“Company”) (Trading Symbol: BOPO), hereby promises to pay to the order of CHINA ENERGY PARTNERS, LLC, a Florida limited
liability company, or registered assigns (the “Holder”), in the form of lawful money of the United States of America, the
principal sum of $1,000,000.00 (subject to adjustment herein) (the “Principal Amount”) and to pay interest on the unpaid
Principal Amount hereof at the rate of six percent (6%) (the “Interest Rate”) per annum from the date hereof (the “Issue
Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise, as further
provided herein. The maturity date shall be twelve (12) months from the Issue Date (the “Maturity Date”) and is the date
upon which the outstanding Principal Amount as well as any accrued and unpaid interest and other fees shall be due and payable.


 


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


 


Any
Principal Amount or interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) ten percent
(10%) per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid (“Default Interest”).
Default Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed.


 


All
payments due hereunder 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.


 


Each
capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Share Redemption 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), provided, however, that if the Common Stock is not then listed or quoted on any Principal Market, then any calendar day.


 


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.


 




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The
following terms shall also apply to this Note:


 


ARTICLE
I. EFFECT OF CERTAIN EVENTS AND PREPAYMENT


 


1.1. Fundamental
Transaction. If, at any time prior to the full repayment of all amounts owed under this Note, (i) the Company effects any consolidation,
merger, or other business combination of the Company with or into another entity and the Company is not the surviving entity, (ii) the
Company effects any sale of all or substantially all of its assets in one or more transactions, (iii) any tender offer or exchange offer
(whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common
Stock are permitted to tender or exchange shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”)
for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects
any recapitalization, reorganization, reclassification, or other similar event, as a result of which the Common Stock is effectively
converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares
of Common Stock) (in each of the aforementioned cases in this Section 1.1(i) through (iv), a “Fundamental Transaction”),
then the Company shall be required to pay to the Holder upon the consummation of and as a condition to such Fundamental Transaction an
amount equal to the Default Amount (defined in Section 3.11). The Borrower shall not effectuate any Fundamental Transaction unless (a)
it first gives, to the extent practicable, 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 Fundamental Transaction and (b) the Company
fully complies with this Section 1.1.


 


1.2. Prepayment.
At any time prior to the date that an Event of Default occurs under this Note (the “Prepayment Period”), the Borrower
shall have the right, exercisable on one (1) Trading Day prior written notice to the Holder of the Note, to prepay the outstanding Principal
Amount and interest then due under this Note in accordance with this Section 1.2. 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 one (1) Trading Day from the date of the Optional
Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of
the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Borrower. If the Borrower
exercises its right to prepay the Note in accordance with this Section 1.2, the Borrower shall make payment to the Holder of an amount
in cash equal to the sum of: (w) 100% multiplied by the Principal Amount then outstanding plus (x) accrued and unpaid interest
on the Principal Amount to the Optional Prepayment Date.


 


1.3. Repayment
from Proceeds. If, at any time prior to the full repayment of all amounts owed under this Note, the Company receives cash proceeds
of more than $10,000,000.00 (the “Minimum Threshold”) in the aggregate from any source or series of related or unrelated
sources, including but not limited to, from payments from customers, 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 (for the avoidance
of doubt, each time that the Company receives cash proceeds from any of the aforementioned sources on or after the Issue Date, such amount
shall be aggregated together for purposes of calculating the Minimum Threshold), the Borrower shall, within one (1) business day of Borrower’s
receipt of such proceeds, inform the Holder of or publicly disclose 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 received by the Company after the
Minimum Threshold to repay all or any portion of the outstanding Principal Amount and interest (including any Default Interest) then
due under this Note.


 


ARTICLE
II. RANKING AND CERTAIN COVENANTS


 


2.1 Other
Indebtedness. In addition to all obligations under the Share Redemption Agreement, and so long as the Borrower shall have any obligation
under this Note, the Borrower shall not (directly or indirectly through any Subsidiary or affiliate) incur or suffer to exist or guarantee
any indebtedness that is senior to or pari passu with (in priority of payment and performance) the Borrower’s obligations hereunder,
including but not limited to (a) all indebtedness of the Borrower for borrowed money or for the deferred purchase price of property or
services, including any type of letters of credit, (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.


 


 




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2.2 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.


 


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


 


2.4 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 by Holder to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.


 


2.5 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 $100,000. So long as the Borrower shall have any obligation under this
Note, the Borrower shall not, without the Holder’s written consent, repay any affiliate (as defined in Rule 144) of the Borrower
in connection with any indebtedness or accrued amounts owed to any such party.


 


2.6 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, sell, divest, change the structure of any material assets other than in the ordinary course of business.
In addition, so long as the Borrower shall have any obligation under this Note, the Borrower shall maintain and preserve, and cause each
of its Subsidiaries to maintain and preserve, its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries
(other than dormant Subsidiaries that have no or minimum assets) to become or remain, duly qualified and in good standing in each jurisdiction
in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary.


 


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


 


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


 




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ARTICLE
III. EVENTS OF DEFAULT


 


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


 


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


 


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, this Note, the Warrants, Irrevocable Transfer Agent Instructions (as defined in the Purchase Agreement) (the
“Irrevocable Transfer Agent Instructions”), Security Agreement, Subsidiary Guarantee (as defined in the Purchase Agreement)
(the “Subsidiary Guarantee”), 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 representation or warranty of the Borrower made in the Purchase Agreement, this Note, the
Warrants, Irrevocable Transfer Agent Instructions, Security Agreement, Subsidiary Guarantee, 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.


 


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 $100,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20)
days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.


 


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


 


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


 


3.9 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).


 


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


 


3.11 Rights
and Remedies Upon an Event of Default. Upon the occurrence of any Event of Default specified in this Article III, the Holder shall
no longer be required to cancel and extinguish the Second Warrant under any circumstances, 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 equal to the Principal
Amount then outstanding plus accrued interest through the date of full repayment multiplied by 100% (collectively the “Default
Amount”), as well as all costs, including, without limitation, legal fees and expenses, of collection, all without demand, presentment
or notice, all of which hereby are expressly waived by the Borrower.


 




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ARTICLE
IV. MISCELLANEOUS


 


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


 


BIOPOWER
OPERATIONS CORPORATION


6219
Kings Gate Circle


Delray
Beach, Florida 33484


e-mail:
t.macdonald@wppenergy.com


 


If
to the Holder:


 


CHINA
ENERGY PARTNERS, LLC


__________________________ 


__________________________ 


e-mail:
bonnienelson2@gmail.com and


rkohn7@gmail.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. The Borrower shall not assign this Note or any rights or obligations hereunder without the prior written
consent of the Holder. 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.


 


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 Miami-Dade County, Florida or federal courts located in Miami-Dade County, Florida. 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.


 




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


 


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


 


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


 


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


 


4.11 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.


 


[signature
page follows]


 




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IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer on June 29, 2021.


 


BIOPOWER
OPERATIONS CORPORATION


 


	By:	/s/
    Robert Kohn	 
	Name:	Robert
    D. Kohn	 
	Title:	CEO