Exhibit 10.2


 


NEITHER
THE ISSUANCE NOR 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 TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO
THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS CONVERTIBLE PROMISSORY NOTE SHOULD CAREFULLY REVIEW THE
TERMS OF THIS CONVERTIBLE PROMISSORY NOTE, INCLUDING SECTIONS 3(c)(iv) AND 17(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS CONVERTIBLE
PROMISSORY NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF
PURSUANT TO SECTION 3(c)(iv) OF THIS CONVERTIBLE PROMISSORY NOTE.


 


AMERICAN
INTERNATIONAL HOLDINGS CORP. 6% ORIGINAL ISSUE


DISCOUNT
CONVERTIBLE PROMISSORY NOTE


DUE
JUNE 24, 2022


 


	Issuance
    Date: June 24, 2021	 	Principal
    Amount: _________


 


FOR
VALUE RECEIVED, American International Holdings Corp., a Nevada corporation (the “Company”), hereby promises to
pay to the order of ___________________, or its registered assigns (the “Holder”) the amount set forth above as the
original principal amount (as reduced pursuant to the terms hereof pursuant to prepayment, conversion or otherwise, the “Principal”)
when due, whether upon June 24, 2022 (the “Maturity Date”), or upon acceleration, prepayment or otherwise (in each
case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable
Interest Rate (as defined below) from the date set forth above as the Issuance Date (the “Issuance Date”) until the
same becomes due and payable, whether upon the Maturity Date or upon acceleration, conversion, prepayment or otherwise (in each case
in accordance with the terms hereof). This 6% Original Issue Discount Convertible Promissory Note (this “Note”) is
issued to the Holder as of June 24, 2021 (the “Issuance Date”) by the Company pursuant to that certain Securities
Purchase Agreement dated the date of this Note between the Company and the Holder (the “SPA”). Certain capitalized
terms used herein are defined in Section 29.


 


1.
PAYMENTS OF PRINCIPAL. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding
Principal, accrued and unpaid Interest and accrued and unpaid Late Charges on such Principal and Interest. Other than as specifically
permitted by this Note, the Company may not prepay any portion of the outstanding Principal, accrued and unpaid Interest or accrued and
unpaid Late Charges on Principal and Interest, if any.


 




    	1



     


    

 


2.
INTEREST; INTEREST RATE.


 


(a)
Interest on this Note shall commence accruing on the Issuance Date at 6% per annum (the “Interest Rate”), shall be
computed on the basis of a 360-day year and twelve 30-day months and shall be payable by the Company to the Holder in cash, within seven
days of the end of each calendar quarter while this Note remains outstanding (each, a “Scheduled Interest Payment Date”).
All accrued and unpaid Interest not otherwise paid on a Scheduled Interest Payment Date shall be due on the Maturity Date as set forth
in Section 1 hereof.


 


(b)
From and after the occurrence and during the continuance of any Event of Default, the Interest Rate shall automatically be increased
to 15.0% per annum or the highest amount permitted by law, shall compound monthly, and shall be due and payable on the first Trading
Day of each calendar month during the continuance of such Event of Default (a “Default Interest Payment Date”). In
the event that such Event of Default is subsequently cured (and no other Event of Default then exists (including, without limitation,
for the Company’s failure to pay such Interest at the Default Rate on the applicable Default Interest Payment Date), the adjustment
referred to in the preceding sentence shall cease to be effective as of the day immediately following the date of such cure; provided
that the Interest as calculated and unpaid at such increased rate during the continuance of such Event of Default shall continue to apply
to the extent relating to the days after the occurrence of such Event of Default through and including the date of such cure of such
Event of Default.


 


3.
CONVERSION OF NOTE. At any time after the Issuance Date, this Note shall be convertible into validly issued, fully paid and non-assessable
shares of Common Stock (as defined below), on the terms and conditions set forth in this Section 3.


 


(a)
Conversion Right. Subject to the provisions of Section 3(d), at any time following the Issuance Date, the Holder shall be entitled
to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into validly issued, fully paid and non-assessable
shares of Common Stock in accordance with Section 3(b), at the Conversion Rate (as defined below). The Company shall not issue any fraction
of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock,
the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and all transfer,
stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Transfer Agent (as defined
below)) that may be payable with respect to the issuance and delivery of Common Stock upon conversion of any Conversion Amount.


 




    	2



     


    

 


(b)
Conversion Rate. The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to Section 3(a)
shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”).


 


(i)
“Conversion Amount” means the sum of (x) portion of the Principal to be converted with respect to which this determination
is being made and (y) all accrued and unpaid Interest with respect to such portion of the Principal amount including any accrued and
unpaid Late Charges as provided in Section 2(b) with respect to such portion of such Principal and such Interest, if any.


 


(ii)
“Conversion Price” means, except as otherwise provided in this Note, as of any Conversion Date, the lesser of (a)
$0.2437 or (b) 75% of the lowest daily VWAP of the Common Stock during the seven consecutive Trading Day period ending on the Trading
Day prior to delivery or deemed delivery of the applicable Conversion Notice (clause (b), the “Market Price”), provided,
however, that subject to the automatic adjustment pursuant to Section 3(b)(iii), the Conversion Price shall not be less than 75%
of the VWAP on the Closing Date (the “Floor Price”) and provided that if while the Note is outstanding and the daily
VWAP on any of seven consecutive Trading Days is less than the applicable Floor Price, such Floor Price shall be reduced (but not increased)
to 75% of the VWAP on the seventh Trading Day, with all prices subject in each case to equitable adjustments resulting from any stock
splits, stock dividends, combinations, recapitalizations or similar events. The Company shall issue irrevocable instructions to its Transfer
Agent regarding conversions such that the transfer agent shall be authorized and instructed to issue shares of Common Stock upon its
receipt of a Conversion Notice without further approval or authorization from the Company. The Conversion Price shall be rounded down
to the nearest $.001. For example, if stock is $.1275, stock is rounded down to $.127.


 


(iii)
If at any time while this Note remains outstanding the VWAP of the Common Stock is not at least equal to the Floor Price for a seven
consecutive Trading Day period, then the Floor Price shall be automatically adjusted to a price per share equal to 75% of the VWAP of
the Common Stock on the seventh Trading Day.


 




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(c)
Mechanics of Conversion.


 


(i)
Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”),
the Holder shall deliver to the Company (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 p.m.,
New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion
Notice”). On or before the second Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit
by facsimile or electronic mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then
be resold pursuant to Rule 144 or an effective and available registration statement, in the form attached hereto as Exhibit II,
of receipt of such Conversion Notice to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer
Agent to process such Conversion Notice in accordance with the terms herein. Prior to 2:00 pm New York, New York time on the Trading
Day which is the last day of the Standard Settlement Period (such time, the , “Share Delivery Deadline”), the Company
shall (1) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate
number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s
balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the
DTC Fast Automated Securities Transfer Program, upon the request of the Holder, issue and deliver (via reputable overnight courier) to
the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number
of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. The Person or Persons entitled to receive
the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders
of such shares of Common Stock on the Conversion Date. Notwithstanding anything to the contrary contained in this Note, after the effective
date of a registration statement registering the resale of the shares of Common Stock issuable upon a conversion of this Note and prior
to the Holder’s receipt of a notice that such registration statement is not available with respect thereto, the Company shall cause
the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of shares
of Common Stock issuable upon a conversion of this Note with respect to which the Holder has entered into a contract for sale, and delivered
a copy of the prospectus included as part of the particular registration statement to the extent applicable, and for which the Holder
has not yet settled.


 


(ii)
Obligation Absolute; Partial Liquidated Damages. The Company’s obligations to issue and deliver the Common Stock upon conversion
of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder
to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any
action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the
Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person,
and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with
the issuance of such Common Stock; provided, however, that such delivery shall not operate as a waiver by the Company of
any such action the Company may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the
outstanding principal amount hereof, the Company may not refuse conversion based on any claim that the Holder or anyone associated or
affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court,
on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the
Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which
is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute
and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, the Company
shall issue Common Stock or, if applicable, cash, upon a properly noticed conversion.


 




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(iii)
The Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the
applicable Share Delivery Deadline, if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program,
to issue and deliver to the Holder (or its designee) a certificate for the number of shares of Common Stock to which the Holder is entitled
and register such shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in the DTC
Fast Automated Securities Transfer Program, to credit the balance account of the Holder or the Holder’s designee with DTC for such
number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note (as the case may be)
(a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay
in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected
an amount equal to 1% increasing to 2% per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) of the
product of (A) the sum of the number of shares of Common Stock not issued to the Holder on or prior to the Share Delivery Deadline and
to which the Holder is entitled, multiplied by (B) any trading price of the Common Stock selected by the Holder in writing as in effect
at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline and (2)
the Holder, upon written notice to the Company, may void its Conversion Notice 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 Conversion Notice, provided that the voiding of a Conversion
Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant
to this Section 3(c)(iii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline, if the Transfer
Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver to the
Holder (or its designee) a certificate and register such shares of Common Stock on the Company’s share register or, if the Transfer
Agent is participating in the DTC Fast Automated Securities Transfer Program, the Transfer Agent shall fail to credit the balance account
of the Holder or the Holder’s designee with DTC for the number of shares of Common Stock to which the Holder is entitled upon the
Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, and if on or after such
Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) shares of Common Stock corresponding to all
or any portion of the number of shares of Common Stock issuable upon such conversion that the Holder is entitled to receive from the
Company and has not received from the Company in connection with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”),
then, in addition to all other remedies available to the Holder, the Company shall, within two Trading Days after receipt of 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 or markups and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased
(including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”),
at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares of Common Stock) or
credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common
Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such shares of
Common Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates
representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s designee, as applicable,
with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the
case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number
of shares of Common Stock multiplied by (y) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing
on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In
Payment Amount”). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law
or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock)
upon the conversion of this Note as required pursuant to the terms hereof.


 




    	5



     


    

 


(iv)
Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the
name and address of the Holder of the Note and the principal amount of the Note. The entries in the Register shall be conclusive and
binding for all purposes absent manifest error. The Company and the holder or holders of the Note shall treat each Person whose name
is recorded in the Register as the owner of a Note for all purposes (including, without limitation, the right to receive payments of
Principal and Interest hereunder) notwithstanding notice to the contrary. The Note may be assigned, transferred or sold in whole or in
part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign, transfer or sell
all or part of the Note by the holder thereof, the Company shall record the information contained therein in the Register and issue one
or more new Notes in the same aggregate principal amount as the principal amount of the surrendered Note to the designated assignee or
transferee pursuant to Section 17, provided that if the Company does not so record an assignment, transfer or sale (as the case
may be) of all or part of any Note within two Trading Days of such a request, then the Register shall be automatically deemed updated
to reflect such assignment, transfer or sale (as the case may be). Notwithstanding anything to the contrary set forth in this Section
3, following conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically
surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted (in which event
this Note shall be delivered to the Company following conversion thereof) or (B) the Holder has provided the Company with prior written
notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note.
The Holder and the Company shall maintain records showing the Principal, Interest and Late Charges converted and/or paid (as the case
may be) and the dates of such conversions, and/or payments (as the case may be) or shall use such other method, reasonably satisfactory
to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update the
Register to record such Principal, Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversions,
and/or payments (as the case may be) within two Trading Days of such occurrence, then the Register shall be automatically deemed updated
to reflect such occurrence.


 




    	6



     


    

 


(v)
Pro Rata Conversion; Disputes. In the event that the Company receives a Conversion Notice from the Holder and any holders of Options
or other Convertible Securities for the same Conversion Date and the Company can convert some, but not all, of such portions of the Notes,
Options or other Convertible Securities submitted for conversion, the Company, subject to Section 3(d), shall first convert the entire
Conversion Amount submitted for conversion on such date by the Holder, and shall thereafter convert from each holder of Options or other
Convertible Securities electing to have Options or other Convertible Securities converted on such date (other than the Notes) a pro rata
amount of such holder’s portion of its Options or other Convertible Securities submitted for conversion based on the aggregate
number of shares of Common Stock issuable upon exercise (or conversion) of all Options or other Convertible Securities submitted for
conversion on such date (not including the Notes).


 


(d)
Limitations on Conversions. The Company shall not effect the conversion of any portion of the Note and the Holder shall not have
the right to convert any portion of the Note and any such conversion shall be null and void and treated as if never made, to the extent
that after giving effect to such conversion, the Holder would beneficially own in excess of 4.99% of the shares of Common Stock outstanding
immediately after giving effect to such conversion (the “Maximum Percentage”). (For purposes of the foregoing sentence,
the aggregate number of shares of Common Stock beneficially owned by the Holder shall include the number of shares of Common Stock held
by the Holder plus the number of shares of Common Stock issuable upon conversion of the Note and all other convertible securities with
respect to which the determination of such sentence is being made subject to a limitation on conversion or exercise analogous to the
limitation contained in this Section 3(d). For purposes of this Section 3(d), beneficial ownership shall be calculated in accordance
with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire
upon the conversion of the Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of
Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report
on Form 8-K or other public filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (y)
a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting
forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives
a Notice of Conversion from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported
Outstanding Share Number, the Company shall notify the Holder in writing of the number of shares of Common Stock then outstanding and,
to the extent that such Notice of Conversion would otherwise cause the Holder’s beneficial ownership, as determined pursuant to
this Section 3(d), to exceed the Maximum Percentage, the Company must notify the Holder of a reduced number of shares of Common Stock
to be purchased pursuant to such Notice of Conversion. For any reason at any time, upon the written or oral request of the Holder, the
Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common
Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the
conversion or exercise of securities of the Company, including such Note, by the Holder since the date as of which the Reported Outstanding
Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon conversion of such portion of
the Note results in the Holder being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of
outstanding shares of Common Stock (as determined under Section 13(d) of the Exchange Act and Rule 13b-3 thereunder), the number of shares
of Common Stock so issued by which the Holder’s beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”)
shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote, sell, or to transfer
the Excess Shares. For purposes of clarity, the shares of Common Stock issuable to the Holder pursuant to the terms of this Note in excess
of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section
13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert the Note pursuant to this Section 3(d) shall have any effect
on the applicability of the provisions of this Section 3(d) with respect to any subsequent determination of convertibility. The provisions
of this Section 3(d) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section
3(d) to the extent necessary to correct any portion of this Section 3(d) which may be defective or inconsistent with the intended beneficial
ownership limitation contained in this Section 3(d) or to make changes or supplements necessary or desirable to properly give effect
to such limitation. The provisions of this Section 3(d) shall be of no further force or effect if the Holder participates in a subsequent
transaction with the Company and acquires Common Stock and/or securities convertible into Common Stock which do not contain a beneficial
ownership limitation. In such event, the Maximum Percentage limitation shall be (i) deemed modified to be identical to any limitation
on beneficial ownership contained in the subsequent transaction or (ii) eliminated if there is no such limitation on beneficial ownership.


 




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(e)
Alternate Conversion.


 


(i)
General. At any time after the occurrence of an Event of Default and during any Event of Default Prepayment Right Period (as defined
below) (in the situation where the Event of Default has not been cured on or prior to the Event of Default Right Expiration Date (as
defined below) or if the Holder has delivered an Event of Default Prepayment Notice to the Company), the Holder may, at the Holder’s
sole discretion, convert (each, an “Alternate Conversion”, and the date of such Alternate Conversion, each, an “Alternate
Conversion Date”) all, or any part of, in one or several times, the entire Conversion Amount under the outstanding amount of
the Note (such portion of the Conversion Amount subject to such Alternate Conversion, the “Alternate Conversion Amount”)
into shares of Common Stock at the Alternate Conversion Price in accordance with Section 3(e)(ii) below. For the avoidance of doubt,
during any Event of Default Prepayment Right Period, the Holder may, in lieu of a conversion pursuant to Section 3(a) hereof, voluntarily
convert all, or any part of, the entire Conversion Amount, and shall not be limited with respect to the number of times the Holder may
convert the Conversion Amount or value of the Conversion Amount so converted.


 


(ii)
Mechanics of Default Alternate Conversion. On any Alternate Conversion Date, the Holder may voluntarily convert any Alternate
Conversion Amount pursuant to Section 3(b) (with “Alternate Conversion Price” replacing “Conversion Price” for
all purposes hereunder with respect to such Alternate Conversion and, with the “Event of Default Prepayment Price” replacing
“Conversion Amount” in clause (x) of the definition of Conversion Rate above with respect to such Alternate Conversion) by
designating in the Conversion Notice delivered pursuant to this Section 3(e)(ii) of this Note that the Holder is electing to use the
Alternate Conversion Price for such conversion. Notwithstanding anything to the contrary in this Section 3(e)(ii), but subject to Section
3(d), until the Company delivers shares of Common Stock representing the applicable Alternate Conversion Amount to the Holder, such Alternate
Conversion Amount may be converted by the Holder into shares of Common Stock pursuant to Section 3(b) without regard to this Section
3(e).


 


4.
EVENTS OF DEFAULT; RIGHTS UPON AN EVENT OF DEFAULT.


 


(a)
Event of Default. Each of the following events shall constitute an “Event of Default”:


 


(i)
(1) the SEC suspends the Common Stock from trading, or (2) the failure by the Company to maintain the listing or quotation of the Common
Stock (as applicable) on a Principal Market for a period of two consecutive Trading Days;


 


(ii)
the Company’s (A) failure to cure a Conversion Failure by delivery of the required number of shares of Common Stock within five
Trading Days after the applicable Conversion Date or (B) notice, written or oral, to any holder of the Note, including, without limitation,
by way of public announcement or through any of its agents, at any time, of its intention not to comply, as required, with a request
for conversion of the Note into shares of Common Stock that is requested in accordance with the provisions of the Note, other than pursuant
to Section 3(d);


 


(iii)
the number of shares of Common Stock reserved for issuance upon a conversion of the full Conversion Amount of this Note and exercise
of the Warrants in accordance with Section 10(a) hereof (without regard to any limitations on conversion set forth in Section 3(d) or
otherwise), is not at least equal to the then applicable Required Reserve Amount pursuant to Section 10(a), and the Company fails to
reserve additional shares of Common Stock to cure the deficiency within two Trading Days;


 




    	8



     


    

 


(iv)
the Company’s or any Subsidiary’s failure to pay to the Holder any amount of Principal, Interest, Late Charges or other amounts
when and as due under this Note (including, without limitation, the Company’s or any Subsidiary’s failure to pay any prepayment
payments or amounts hereunder) or any other agreement, document, certificate or other instrument delivered in connection with the transactions
contemplated hereby and thereby, except, in the case of a failure to pay Interest and Late Charges when and as due, in which case only
if such failure remains uncured for a period of at least two Trading Days;


 


(v)
the Company fails to deliver Common Stock issued to the Holder upon conversion of the Notes or exercise of the Warrants by the Share
Delivery Deadline, and any such failure remains uncured for more than two Trading Days;


 


(vi)
the occurrence of any default under, prepayment of, except as specifically permitted hereunder, or acceleration prior to maturity of
at least an aggregate of $30,000 of Indebtedness of the Company or any of its Subsidiaries;


 


(vii)
the Company and/or any Subsidiary, individually or in the aggregate, either (i) fails to pay, when due, or within any applicable grace
period, any payment with respect to any Indebtedness in excess of $30,000 due to any third party (other than, with respect to unsecured
Indebtedness only, payments contested by the Company and/or such Subsidiary (as the case may be) in good faith by proper proceedings
and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP) or is otherwise in breach
or violation of any agreement for monies owed or owing in an amount in excess of $30,000, which breach or violation permits the other
party thereto to declare a default or otherwise accelerate amounts due thereunder, or (ii) suffer to exist;


 


(viii)
bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted
by or against the Company or any Subsidiary and, if instituted against the Company or any Subsidiary by a third party, shall not be dismissed
within 30 days of their initiation;


 


(ix)
the commencement by the Company or any Subsidiary of a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy,
insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the
consent by it to the entry of a decree, order, judgment or other similar document in respect of the Company or any Subsidiary in an involuntary
case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under any applicable federal, state or foreign law, or the consent by it to the filing of such petition or to
the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Company or any Subsidiary or of any substantial part of its property, or the making by it of an assignment for the benefit of
creditors, or the execution of a composition of debts, or the occurrence of any other similar federal, state or foreign proceeding, or
the admission by it in writing of its inability to pay its debts generally as they become due, the taking of corporate action by the
Company or any Subsidiary in furtherance of any such action or the taking of any action by any Person to commence a Uniform Commercial
Code foreclosure sale or any other similar action under federal, state or foreign law;


 




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(x)
the entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company or any Subsidiary of a voluntary
or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar
law or (ii) a decree, order, judgment or other similar document adjudging the Company or any Subsidiary as bankrupt or insolvent, or
approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition of or in respect of
the Company or any Subsidiary under any applicable federal, state or foreign law or (iii) a decree, order, judgment or other similar
document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any
Subsidiary or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance
of any such decree, order, judgment or other similar document or any such other decree, order, judgment or other similar document unstayed
and in effect for a period of 30 consecutive days;


 


(xi)
a final judgment or judgments for the payment of money aggregating in excess of $75,000 are rendered against the Company and/or any of
its Subsidiaries and which judgment(s) is(are) not, bonded, discharged, settled or stayed pending appeal, or are not discharged within
10 days after the entry of the judgment(s), excluding any judgment related to Robert Holden;


 


(xii)
other than as specifically set forth in another clause of this Section 4(a), the Company or any Subsidiary breaches any representation
or warranty in any material respect (other than representations or warranties subject to materiality limitations, which may not be breached
in any respect) or any covenant or other term or condition of this Note or any other Transaction Document, except, in the case of a breach
of a covenant or other term or condition that is curable, only if such breach remains uncured for a period of five consecutive Trading
Days, excluding any leases of Company Subsidiaries;


 


(xiii)
the Company fails to comply in any material respect with the reporting requirements of the Exchange Act (including but not limited to
becoming delinquent in the filing of any report required to be filed under the Exchange Act including any extension permitted by Rule
12b-25 under the Exchange Act) or ceases to be subject to the reporting requirements of the Exchange Act. For avoidance of doubt, a failure
to file an Exchange Act report within such time shall be deemed to be a failure to comply in a material respect;


 


(xiv)
a false or inaccurate certification (including a false or inaccurate deemed certification) by the Company as to whether any Event of
Default has occurred;


 




    	10



     


    

 


(xv)
the Company or a Subsidiary enters into a Variable Rate Transaction or a similar transaction prohibited under the SPA, without the prior
written consent of the Holder;


 


(xvi)
any Material Adverse Effect on the Company or any Subsidiary occurs or any other circumstance or event that would, with or without the
passage of time or the giving of notice, result in a default or event of default under any agreement binding upon the Company or any
Subsidiary, which default or event of default would or is likely to have a Material Adverse Effect on the Company or any subsidiary;


 


(xvii)
the Company replaces its transfer agent, and the Company fails to provide prior to the effective date of such replacement, a fully executed
irrevocable transfer agent instructions (including but not limited to the provision to irrevocably reserve the Required Minimum under
Section 4.9 of the SPA) signed by the successor transfer agent and the Company;


 


(xviii)
the Company breaches any Transaction Document or any other notes or other documents evidencing the Indebtedness of the Company (regardless
of whether such breach would constitute an Event of Default under any Transaction Document);


 


(xix)
there is a failure to satisfy any Equity Condition relating to the Company or its Common Stock at any time;


 


(xx)
the Company fails to pay the Holder the legal fees owed in connection with conversions of the Notes and exercise of the Warrants;


 


(xxi)
the Company provides a Holder with material non-public information concerning the Company without the Holder’s prior written consent;


 


(xxii)
the Company restates any financial statements included in its reports or registration statements filed pursuant to the Securities Act
the Exchange Act for any date or period from two years prior to the Issuance Date of this Note and until this Note is no longer outstanding,
if following first public announcement or disclosure that a restatement will occur the VWAP on the next Trading Day is 20% less than
the VWAP on the prior Trading Day. For the purposes of this clause (xxi) the next Trading Day if an announcement is made before 4:00
pm New York, NY time is either the day of the announcement or the following Trading Day; or


 


(xxiii)
the Company organizes a New Subsidiary and the Company fails to pledge the equity interests within 10 Trading Days of such organization
or fails to cause the New Subsidiary to guarantee all Notes within such period.


 




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(b)
Notice of an Event of Default; Prepayment Right. Upon learning of an Event of Default with respect to this Note, the Company shall
within two Trading Days deliver written notice thereof via facsimile or electronic mail and overnight courier (with next day delivery
specified) (an “Event of Default Notice”) to the Holder. If any Event of Default occurs, upon written demand by the
Holder, 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 110% (plus an additional 2% per each additional Event of Default that occurs hereunder) (the “Events
of Default Premium”) multiplied by the then outstanding entire balance of this Note (including Principal and accrued and unpaid
Interest) plus Late Charges from the date of the Event of Default, if any, plus any amounts owed to the Holder pursuant to Section 3(c)(ii)
in addition to this Section 4(b) (collectively, in the aggregate of all of the above, the “Default Amount”), and all
other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby
are expressly waived, together with all costs, of collection, including, without limitation, legal fees and expenses, and the Holder
shall be entitled to exercise all other rights and remedies available at law or in equity. Upon the payment in full of the Default Amount,
the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration described herein,
the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder
may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies
available to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder
and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to
this Section 4(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.


 


5.
RIGHTS UPON FUNDAMENTAL TRANSACTION.


 


(a)
Repay or Convert. In the event of a Fundamental Transaction, the Holder will convert this Note or accept prepayment as provided
for herein. In the event this Note is not converted or prepayment is not accepted, the Company will have no further liability to Holder
under this Note.


 


(b)
Notice of a Change of Control; Prepayment Right. No sooner than 20 Trading Days nor later than 10 Trading Days prior to the consummation
of a Change of Control (the “Change of Control Date”), but not prior to the public announcement of such Change of
Control, the Company shall deliver written notice thereof via facsimile or electronic mail and overnight courier to the Holder (a “Change
of Control Notice”). At any time during the period beginning after the Holder’s receipt of a Change of Control Notice
or the Holder becoming aware of a Change of Control if a Change of Control Notice is not delivered to the Holder in accordance with the
immediately preceding sentence (as applicable) and ending on the later of 20 Trading Days after (A) consummation of such Change of Control
or (B) the date of receipt of such Change of Control Notice, the Holder may require the Company to prepay all or any portion of this
Note by delivering written notice thereof (the “Change of Control Prepayment Notice”) to the Company, which Change
of Control Prepayment Notice shall indicate the Conversion Amount the Holder is electing to prepay. The portion of this Note subject
to prepayment pursuant to this Section 5(b) shall be prepaid by the Company in cash at a price equal to the product of (w) the Change
of Control Prepayment Premium multiplied by (y) the Conversion Amount being prepaid (the “Change of Control Prepayment Price”).
Prepayments required by this Section 5(b) shall be made in accordance with the provisions of Section 11 and shall have priority to payments
to stockholders in connection with such Change of Control. To the extent prepayments required by this Section 5(b) are deemed or determined
by a court of competent jurisdiction to be prepayments of this Note by the Company, such prepayments shall be deemed to be voluntary
prepayments. Notwithstanding anything to the contrary in this Section 5(b), but subject to Section 5(a), until the Change of Control
Prepayment Price (together with any Late Charges thereon) is paid in full, the Conversion Amount submitted for prepayment under this
Section 5(b) (together with any Late Charges thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant
to Section 3. In the event of the Company’s prepayment of any portion of this Note under this Section 5(b), the Holder’s
damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the
uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any prepayment premium due
under this Section 5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss
of its investment opportunity and not as a penalty.


 




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6.
RIGHTS UPON ISSUANCE OF PURCHASE RIGHTS AND OTHER CORPORATE EVENTS.


 


(a)
Purchase Rights. In addition to any adjustments pursuant to Section 7 below, if at any time the Company grants, issues or sells
any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially
all of the record holders of any class of Common Stock (the “Purchase Rights”), that is not an Exempt Issuance, then
the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder
could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without
taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was
converted at the Alternate Conversion Price as of the applicable record date) immediately prior to the date on which a record is taken
for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares
of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that to the
extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties
exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Maximum
Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and
beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance (and, if such
Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held
in abeyance, if applicable) for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in
the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such
right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly
in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended
by such number of days held in abeyance, if applicable)) to the same extent as if there had been no such limitation).


 








(b)
Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any
Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect
to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to
ensure that the Holder will thereafter have the right to receive upon a conversion of this Note, at the Holder’s option (i) in
addition to the shares of Common Stock receivable upon such conversion, such securities or other assets to which the Holder would have
been entitled with respect to such shares of Common Stock had such shares of Common Stock been held by the Holder upon the consummation
of such Corporate Event (without taking into account any limitations or restrictions on the convertibility of this Note) or (ii) in lieu
of the shares of Common Stock otherwise receivable upon such conversion, such securities or other assets received by the holders of shares
of Common Stock in connection with the consummation of such Corporate Event in such amounts as the Holder would have been entitled to
receive had this Note initially been issued with conversion rights for the form of such consideration (as opposed to shares of Common
Stock) at a conversion rate for such consideration commensurate with the Conversion Rate. Provision made pursuant to the preceding sentence
shall be in a form and substance satisfactory to the Holder. The provisions of this Section 6 shall apply similarly and equally to successive
Corporate Events and shall be applied without regard to any limitations on the conversion or prepayment of this Note.


 




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7.
RIGHTS UPON ISSUANCE OF OTHER SECURITIES.


 


(a)
Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Issuance Date the Company issues
or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, any shares of Common Stock (including the issuance
or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance issued or sold
or deemed to have been issued or sold) for a consideration per share (the “Dilutive Issuance Price”) less than a price
equal to the Conversion Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Conversion Price
then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”),
then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to the lower of (i) an amount equal
to the Dilutive Issuance Price, or (ii) the VWAP on the Trading Day following the first public disclosure of the Dilutive Issuance. For
the purposes of this Section 7(a), the next Trading Day if an announcement is made before 4:00 pm New York, NY time is either the day
of the announcement or the following Trading Day. For all purposes of the foregoing (including, without limitation, determining the adjusted
Conversion Price and the Dilutive Issuance Price under this Section 7(a)), the following shall be applicable:


 


(i)
Issuance of Options. If the Company in any manner grants or sells any Options and the lowest price per share for which one share
of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Convertible
Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then
such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting
or sale of such Option for such price per share, excluding any transactions involving an Exempt Issuance. For purposes of this Section
7(a)(i), the “lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such
Option or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise
pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received
or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of
such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise
pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable
(or may become issuable assuming all possible market conditions) upon the exercise of any such Options or upon conversion, exercise or
exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof, minus (2)
the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting or sale of such Option, upon
exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or
otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on,
the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Conversion Price shall be
made upon the actual issuance of such share of Common Stock or of such Convertible Securities upon the exercise of such Options or otherwise
pursuant to the terms thereof or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such
Convertible Securities.


 




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(ii)
Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price
per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise
pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and
to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share.
For the purposes of this Section 7(a)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable
upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of
(x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common
Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or
otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share
of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof
or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security
(or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable
by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further
adjustment of the Conversion Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or
exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible
Securities is made upon exercise of any Options for which adjustment of the Conversion Price has been or is to be made pursuant to other
provisions of this Section 7(a), except as contemplated below, no further adjustment of the Conversion Price shall be made by reason
of such issuance or sale.


 


(iii)
Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration,
if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible
Securities are convertible into or exercisable or exchangeable for shares of Common Stock decreases at any time (other than proportional
changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 7(b) below), the Conversion
Price in effect at the time of such decrease shall be adjusted to the Conversion Price which would have been in effect at such time had
such Options or Convertible Securities provided for such decreased purchase price, additional consideration or decreased conversion rate
(as the case may be) at the time initially granted, issued or sold. For purposes of this Section 7(a)(iii), if the terms of any Option
or Convertible Security that was outstanding as of the Issuance Date are decreased in the manner described in the immediately preceding
sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange
thereof shall be deemed to have been issued as of the date of such decrease. No adjustment pursuant to this Section 7(a) shall be made
if such adjustment would result in an increase of the Conversion Price then in effect.


 


(iv)
Issuances of Units. In case any Options or Convertible Securities are issued in connection with the issue or sale of other securities
of the Company, together comprising one integrated transaction, (x) the Options or Convertible Securities (except for indebtedness) will
be deemed to have been issued for the par value of the Common Stock and (y) the other securities issued or sold in such integrated transaction
shall be deemed to have been issued or sold for the difference of (I) the aggregate consideration received by the Company less any consideration
paid or payable by the Company pursuant to the terms of such other securities of the Company, less (II) the par value. Any indebtedness
shall be valued at the principal less any original issue discount. If multiple shares of Common Stock are contained in a unit, the aggregate
consideration shall be divided by the number of shares of Common Stock in a unit. If any shares of Common Stock or Options or Convertible
Securities are issued or sold or deemed to have been issued or sold for cash, the amount of such consideration received by the Company
will be deemed to be the net amount received by the Company therefor. If any shares of Common Stock or Options or Convertible Securities
are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value
of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration
received by the Company will be the VWAP of such public traded securities on the date of receipt. If any shares of Common Stock or Options
or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is
the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and
business of the non-surviving entity as is attributable to such shares of Common Stock or Options or Convertible Securities, as the case
may be.


 




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(v)
Record Date. If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling them (A) to receive
a dividend or other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to subscribe for or purchase
shares of Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issuance or sale
of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution
or the date of the granting of such right of subscription or purchase (as the case may be).


 


(b)
Adjustment of Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision of Section 7, if
the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or other similar
transaction) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect
immediately prior to such subdivision will be proportionately reduced. Without limiting any provision of Section 7(a), if the Company
at any time on or after the Issuance Date combines (by any reverse stock split, or stock combination, recapitalization or other similar
transaction) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect
immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 7(b) shall become effective
immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this Section 7(b)
occurs during the period that a Conversion Price is calculated hereunder, then the calculation of such Conversion Price shall be adjusted
appropriately to reflect such event.


 


(c)
The Holder’s Right of Adjusted Conversion Price. In addition to and not in limitation of the other provisions of this Section
7, if the Company breaches the prohibition in the SPA and issues or agrees to issue Variable Priced Equity Instruments, the Company shall
provide written notice thereof via facsimile or email and overnight courier to the Holder on the date of such agreement and the issuance
of such Convertible Securities or Options. From and after the date the Company enters into such agreement or issues any such Variable
Price Equity Instruments, the Holder shall have the right, but not the obligation, in its sole discretion to substitute the variable
price for the Conversion Price upon conversion of this Note by designating in the Conversion Notice delivered upon any conversion of
this Note that solely for purposes of such conversion the Holder is relying on the variable price rather than the Conversion Price then
in effect. The Holder’s election to rely on a variable price for a particular conversion of this Note shall not obligate the Holder
to rely on a variable price for any future conversion of this Note.


 




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(d)
Stock Combination Event Adjustments. If at any time and from time-to- time on or after the Issuance Date there occurs any stock
split, stock dividend, stock combination, reverse split, recapitalization or other similar transaction involving the Common Stock (each,
a “Stock Combination Event”, and such date thereof, the “Stock Combination Event Date”) and the
Event Market Price is less than the Conversion Price then in effect (after giving effect to the adjustment in Section 7(b) above), then
the Conversion Price shall be equal to the Event Market Price.


 


(e)
Other Events. In the event that the Company (or any Subsidiary) shall take any action to which the provisions hereof are not strictly
applicable, or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type contemplated
by the provisions of this Section 7 but not expressly provided for by such provisions (including, without limitation, the granting of
stock appreciation rights, phantom stock rights or other rights with equity features), then the Company’s board of directors shall
in good faith determine and implement an appropriate adjustment in the Conversion Price so as to protect the rights of the Holder, provided
that no such adjustment pursuant to this Section 7(e) will increase the Conversion Price as otherwise determined pursuant to this Section
7, provided further that if the Holder does not accept such adjustments as appropriately protecting its interests hereunder against
such dilution, then the Company’s board of directors and the Holder shall agree, in good faith, upon an independent investment
bank of nationally recognized standing to make such appropriate adjustments, whose determination shall be final and binding absent manifest
error and whose fees and expenses shall be borne by the Company.


 


(f)
Calculations. All calculations under this Section 7 shall be made by rounding to the nearest cent or the nearest 1/100th
of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or
held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.


 


(g)
Voluntary Adjustment by the Company. The Company may at any time during the term of this Note, with the prior written consent
of the Holder, reduce the then current Conversion Price of the Note to any amount and for any period of time deemed appropriate by the
board of directors of the Company.


 




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8.
PREPAYMENT.


 


(a)
Prepayment by the Company. At any time after the Issuance Date, the Company shall have the right to prepay all or a portion of
the Principal then outstanding under this Note, together with all Interest and Late Charges as set forth in Section 2(b) (each, a “Company
Optional Prepayment Amount”) on the Company Optional Prepayment Date (as defined below) (a “Company Optional Prepayment”)
in cash at a price (the “Company Optional Prepayment Price”) equal to 110% of the Principal, Interest and Late Charges
being prepaid. The Company may exercise its right to prepay the Note under this Section 8(a) by delivering a written notice thereof by
facsimile or electronic mail and overnight courier to the Holder (the “Company Optional Prepayment Notice” and the
date the Holder receives such notice is referred to as the “Company Optional Prepayment Notice Date”). Each Company
Optional Prepayment Notice delivered by the Company to the Holder shall be irrevocable. Each Company Optional Prepayment Notice shall
(x) state the date on which the Company Optional Prepayment shall occur (the “Company Optional Prepayment Date”) which
date shall not be less than 15 Trading Days and not more than 30 Trading Days following the Company Optional Prepayment Notice Date;
(y) state the aggregate Principal of the Note which is being prepaid in such Company Optional Prepayment pursuant to this Section 8(a)
on the Company Optional Prepayment Date; and (z) state the aggregate Interest and Late Charges of the Note which is being prepaid in
such Company Optional Prepayment pursuant to this Section 8(a) on the Company Optional Prepayment Date. Upon receipt of a Company Optional
Prepayment Notice, the Holder shall have the right, but not the obligation, to convert all or a portion of the Principal then remaining
under this Note in accordance with Section 3 hereof prior to the Company Optional Prepayment Date. To the extent the amount converted
by the Holder reduces the Company Optional Prepayment Amount required to be prepaid by the Company on the Company Optional Prepayment
Date, the Company Optional Prepayment Amount shall be reduced accordingly. Prepayments made pursuant to this Section 8(a) shall be made
in accordance with Section 11. In the event of the Company’s prepayment of this Note under this Section 8(a), the Holder’s
damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the
uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any prepayment premium due
under this Section 8(a) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss
of its investment opportunity and not as a penalty. Notwithstanding the foregoing, the Company shall have no right to effect a Company
Optional Prepayment if any Event of Default has occurred and continuing unless the Events of Default Premium is paid in lieu of the 110%
premium, but any Event of Default shall have no effect upon the Holder’s right to convert this Note in its discretion. The Company
shall give notice of any prepayment on Exhibit III, attached hereto.


 


(b)
Equal Treatment of the Notes. Any prepayment by the Company under Section 8(a) shall require the Company to treat all Holders
of the Notes issued on the Issuance Date in a similar manner on a pro rata basis based on the Principal of all outstanding Notes.


 


(c)
[Reserved].


 


9.
NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of the Company’s Articles
of Incorporation or other charter documents, 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 of the provisions of this Note and take all action
as may be required to protect the rights of the Holder of this Note. Without limiting the generality of the foregoing or any other provision
of this Note or the other Transaction Documents, the Company (a) shall not increase the par value of any shares of Common Stock receivable
upon conversion of this Note above the Conversion Price then in effect, and (b) shall take all such actions as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the conversion of this
Note.


 




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10.
RESERVATION OF AUTHORIZED SHARES.


 


(a)
Reservation. So long as the Note remains outstanding, the Company shall at all times reserve and keep available out of its authorized
and unissued shares of Common Stock at least 300% of the maximum number of shares of Common Stock issuable pursuant to the Transaction
Documents upon: (i) conversion of the then outstanding Principal amount of the Note and the accrued and unpaid Interest (assuming for
purposes hereof that (x) the Note is convertible at the Floor Price, as may be adjusted pursuant to Section 3(b)(iii), (y) Interest on
the Note shall accrue through the 12-month anniversary of the Issuance Date and will be converted into shares of Common Stock at a conversion
price equal to the Floor Price (assuming an Alternate Conversion Date as of such date of determination) or (B) 82.5% of the lowest daily
VWAP after the Issuance Date, as may be adjusted pursuant to Section 3(b)(iii), and (z) any such conversion shall not take into account
any limitations on the conversion of the Note set forth in the Note); and (ii) the exercise of the Warrants (the “Required Reserve
Amount”).


 


(b)
Insufficient Authorized Shares. If, notwithstanding Section 10(a), and not in limitation thereof, at any time while this Note
remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its
obligation to reserve for issuance as provided in Section 10(a) at least a number of shares of Common Stock equal to the Required Reserve
Amount (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the
Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount.
Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share
Failure, but in no event later than 60 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of
its stockholders (or obtain approval by written consent) for the approval of an increase in the number of authorized shares of Common
Stock. In connection with such meeting, the Company shall comply with the Exchange Act and shall use its best efforts to solicit its
stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to
the stockholders that they approve such proposal. In the event that the Company is prohibited from issuing shares of Common Stock pursuant
to the terms of this Note due to the failure by the Company to have sufficient shares of Common Stock available out of the authorized
but unissued shares of Common Stock (such unavailable number of shares of Common Stock, the “Authorized Failure Shares”),
in lieu of delivering such Authorized Failure Shares to the Holder, the Company shall pay cash in exchange for the prepayment of such
portion of the Conversion Amount convertible into such Authorized Failure Shares at a price equal to the sum of (i) the product of (x)
such number of Authorized Failure Shares and (y) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period
commencing on the date the Holder delivers the applicable Conversion Notice with respect to such Authorized Failure Shares to the Company
and ending on the date of such payment under this Section 10(b); and (ii) to the extent 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 Authorized Failure Shares, any brokerage commissions,
mark ups and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith.


 




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11.
PREPAYMENTS MECHANICS.


 


(a)
Reserved.


 


(b)
If the Holder has submitted a Change of Control Prepayment Notice in accordance with Section 5(b), the Company shall deliver the applicable
Change of Control Prepayment Price to the Holder in cash concurrently with the consummation of such Change of Control if such notice
is received prior to the consummation of such Change of Control and within five Trading Days after the Company’s receipt of such
notice otherwise.


 


(c)
The Company shall deliver the applicable Company Optional Prepayment Price to the Holder in cash on the applicable Company Optional Prepayment
Date.


 


12.
MOST FAVORED NATIONS. Except for Exempt Issuances, from the Issuance Date until such time as no portion of the Note is outstanding,
in the event that the Company issues or sells any shares of Common Stock, any securities of the Company which would entitle the holder
of such securities to acquire at any time Common Stock, including, without limitation, any preferred stock, convertible debt, rights,
options, warrants, or other debt or equity instrument that is at any time convertible into, exercisable for, or exchangeable for, or
otherwise entitles the holder to receive Common Stock, the Company shall provide notice to the Holder of such issuance and, if the Holder
reasonably believes that any of the terms and conditions are more favorable to such investors than the terms and conditions of this Note,
upon notice to the Company, the Company shall within one Trading Day amend the terms of this Note to give the Holder the benefit of the
more favorable terms and conditions. The Holder shall be entitled to rely upon the Company’s representations and warranties set
forth in any agreement containing the more favorable terms and conditions.


 


13.
COVENANTS. Until all of the Note has been converted, prepaid or otherwise satisfied in accordance with their terms:


 


(a)
Rank. All payments due under this Note shall rank senior to all other Indebtedness of the Company and its Subsidiaries, except
for Indebtedness outstanding on the date of this Note.


 


(b)
Incurrence of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
incur or guarantee, assume or suffer to exist any Indebtedness (other than (i) the Indebtedness evidenced by this Note, other Notes issuable
under the SPA, and (ii) other Permitted Indebtedness).


 


(c)
Existence of Liens. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
allow or suffer to exist any mortgage, lien, pledge, charge, security interest, deed of trust, or other encumbrance upon or in any property
or assets (including accounts and contract rights) owned by the Company or any of its Subsidiaries (collectively, “Liens”)
other than Permitted Liens.


 




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(d)
Restricted Payments. Except as otherwise provided for in this Note or the other Transaction Documents, the Company shall not,
and the Company shall cause each of its Subsidiaries to not, directly or indirectly, prepay, defease, repurchase, repay or make any payments
in respect of, by the payment of cash or cash equivalents (in whole or in part, whether by way of open market purchases, tender offers,
private transactions or otherwise), all or any portion of any Indebtedness (other than the Note and other Notes issuable under the SPA)
whether by way of payment in respect of principal of (or premium, if any) or interest on, such Indebtedness if at the time such payment
is due or is otherwise made or, after giving effect to such payment, (i) an event constituting an Event of Default has occurred and is
continuing or (ii) an event that with the passage of time and without being cured would constitute an Event of Default has occurred and
is continuing.


 


(e)
Restriction on Prepayment and Cash Dividends. The Company shall not, and the Company shall cause each of its Subsidiaries to not,
directly or indirectly, prepay, repurchase or declare or pay any cash dividend or distribution on any of its capital stock.


 


(f)
Restriction on Transfer of Assets. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly
or indirectly, sell, lease, license, assign, transfer, spin-off, split-off, close, convey or otherwise dispose of any assets or rights
of the Company or any Subsidiary owned or hereafter acquired whether in a single transaction or a series of related transactions, other
than (i) sales, leases, licenses, assignments, transfers, conveyances and other dispositions of such assets or rights by the Company
and its Subsidiaries in the ordinary course of business consistent with its past practice and (ii) sales of inventory and products in
the ordinary course of business.


 


(g)
Maturity of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
permit any Indebtedness of the Company or any of its Subsidiaries to mature or accelerate prior to the Maturity Date.


 


(h)
Change in Nature of Business. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or
indirectly, engage in any material line of business substantially different from that disclosed in the Company’s filings with the
SEC as of the Issuance Date. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
modify its or their corporate structure or purpose.


 


(i)
Preservation of Existence, Etc. The Company 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 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.


 


(j)
Maintenance of Properties, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve,
all of its properties which are necessary or useful in the proper conduct of its business in good working order and condition, ordinary
wear and tear excepted, and comply, and cause each of its Subsidiaries to comply, at all times with the provisions of all leases to which
it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder.


 




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(k)
Maintenance of Intellectual Property. The Company will, and will cause each of its Subsidiaries to, take all action necessary
or advisable to maintain all of the rights or licenses to use all trademarks, trade names, service marks, service mark registrations,
service names, original works of authorship, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations,
trade secrets and other intellectual property rights and all applications and registrations therefor of the Company and/or any of its
Subsidiaries that are necessary or material to the conduct of its business in full force and effect.


 


(l)
Maintenance of Insurance. The Company shall maintain, and cause each of its Subsidiaries to maintain, insurance with responsible
and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business
interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts
and covering such risks as is required by any governmental authority having jurisdiction with respect thereto or as is carried generally
in accordance with sound business practice by companies in similar businesses similarly situated. Within 30 days of the date of this
Note, the Company shall obtain directors & officers liability insurance of at least $2 million and maintenance such policy until
the Note is paid in full or fully converted.


 


(m)
Transactions with Affiliates. The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, extend
or be a party to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer
or exchange of property or assets of any kind or the rendering of services of any kind) with any Affiliate, except in the ordinary course
of business in a manner and to an extent consistent with past practice and necessary or desirable for the prudent operation of its business,
for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable arm’s
length transaction with a Person that is not an Affiliate thereof.


 


(n)
Use of Proceeds. The Company shall use the proceeds of this Note for working capital and other general corporate purposes and
shall not, directly or indirectly, use such proceeds for any loan to or investment in any other corporation, partnership, enterprise
or other person.


 




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14.
DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 7, if the Company shall declare or make any dividend
or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return
of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options by way
of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”),
then the Holder will be entitled to such Distributions as if the Holder had held the number of shares of Common Stock acquirable upon
complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note) and
assuming for such purpose that the Note was converted at the lower of (a) the Alternate Conversion Price or (b) 82.5% of the lowest daily
VWAP after the Issuance Date on the date immediately prior to the date on which a record is taken for such Distribution or, if no such
record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided,
however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and
the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution
to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result
of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held
in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and
the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution
(and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to
the same extent as if there had been no such limitation).


 


15.
AMENDING THE TERMS OF THIS NOTE. The prior written consent of the Holder shall be required for any change, waiver or amendment
to this Note. Any change, waiver or amendment so approved shall be binding upon all existing and future holders of this Note; provided,
however, that no such change, waiver or, as applied to the Note held by any particular holder of the Note, shall, without the
written consent of that particular holder, (i) reduce the amount of Principal, reduce the amount of accrued and unpaid Interest, or extend
the Maturity Date, of the Note, (ii) disproportionally and adversely affect any rights under the Note of any holder of any other portion
of the Note; or (iii) modify any of the provisions of, or impair the right of any holder of the Note under this Section 15.


 


16.
TRANSFER. This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred
by the Holder without the consent of the Company.


 


17.
REISSUANCE OF THIS NOTE.


 


(a)
Transfer. If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith
issue and deliver upon the order of the Holder a new Note (in accordance with Section 17(d)), registered as the Holder may request, representing
the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred, a
new Note (in accordance with Section 17(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and
any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of Section 3(c)(iv) following conversion
or prepayment of any portion of this Note, the outstanding Principal represented by this Note may be less than the Principal stated on
the face of this Note.


 


(b)
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 (as to which a written certification and the indemnification contemplated below shall suffice
as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in
customary and reasonable 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 (in accordance with Section 17(d)) representing the outstanding Principal. In no event shall a bond
or other security be required to be delivered by the Holder.


 




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(c)
Note Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Note or Notes (in accordance with Section 17(d) and in principal amounts of at least $10,000) representing
in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal
as is designated by the Holder at the time of such surrender.


 


(d)
Issuance of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note
(i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding
(or in the case of a new Note being issued pursuant to Section 17(a) or Section 17(c), the Principal designated by the Holder which does
not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of a new Note), (iii) shall have an
issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same
rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest and Late Charges on the Principal and Interest
of this Note, from the Issuance Date.


 


18.
REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative
and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including
a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual
and consequential damages for any failure by the Company to comply with the terms of this Note. The Company covenants to the Holder that
there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided
for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the
Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof).
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy
at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach,
the Holder shall be entitled, in addition to all other available remedies, to specific performance and/or temporary, preliminary and
permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving
actual damages and without posting a bond or other security. The Company shall provide all information and documentation to the Holder
that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this
Note (including, without limitation, compliance with Section 7).


 




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19.
PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note is placed in the hands of an attorney for collection or enforcement
or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note
or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings
affecting the Company creditors’ rights and involving a claim under this Note, then the Company shall pay the costs incurred by
the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding,
including, without limitation, attorneys’ fees, expert fees and disbursements of the Company and such parties. The Company expressly
acknowledges and agrees that no amounts due under this Note shall be affected, or limited, by the fact that the purchase price paid for
this Note was less than the original Principal amount hereof.


 


20.
CONSTRUCTION; HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed
against any such 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. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include
the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include”
and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”
“hereunder,” “hereof” and words of like import refer to this entire Note instead of just the provision in which
they are found. Unless expressly indicated otherwise, all section references are to sections of this Note. Terms used in this Note and
not otherwise defined herein, but defined in the other Transaction Documents, shall have the meanings ascribed to such terms on the Issuance
Date in such other Transaction Documents unless otherwise consented to in writing by the Holder.


 


21.
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 privilege. No waiver shall be effective unless it is in writing and
signed by an authorized representative of the waiving party. Notwithstanding the foregoing, nothing contained in this Section 21 shall
permit any waiver of any provision of Section 3(d).


 


22.
DISPUTE RESOLUTION.


 


(a)
Submission to Dispute Resolution.


 


(i)
In the case of a dispute relating to a Closing Bid Price, a Closing Sale Price, a Conversion Price, an Alternate Conversion Price, an
Equity Conditions Failure, a VWAP, an Event Market Price, or a fair market value or the arithmetic calculation of a Conversion Rate,
or the applicable Prepayment Price (as the case may be) (including, without limitation, a dispute relating to the determination of any
of the foregoing), the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile or electronic
mail (A) if by the Company, within two Trading Days after the occurrence of the circumstances giving rise to such dispute or (B) if by
the Holder at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable
to promptly resolve any such dispute at any time after the second Trading Day following such initial notice by the Company or the Holder
(as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, select
an independent, reputable investment bank to resolve such dispute.


 




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(ii)
The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance
with the first sentence of this Section 22 and (B) written documentation supporting its position with respect to such dispute, in each
case, no later than 5:00 p.m. (New York time) by the fifth Trading Day immediately following the date on which the Holder selected such
investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses
(A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and
agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission
Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby
waives its right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute
and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment
bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise
requested by such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation
or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).


 


(iii)
The Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and the
Holder of such resolution no later than 10 Trading Days immediately following the Dispute Submission Deadline. The fees and expenses
of such investment bank shall be borne solely by the Company, and such investment bank’s resolution of such dispute shall be final
and binding upon all parties absent manifest error.


 


(b)
Arbitration. The Company expressly acknowledges and agrees that (i) this Section 22 constitutes an agreement to arbitrate between
the Company and the Holder (and constitutes an arbitration agreement) under the New York Civil Practice Law and Rules, as amended, (ii)
a dispute relating to a Conversion Price includes, without limitation, disputes as to (A) whether an issuance or sale or deemed issuance
or sale of Common Stock occurred under Section 7(a), (B) the consideration per share at which an issuance or deemed issuance of Common
Stock occurred, (C) whether any issuance or sale or deemed issuance or sale of Common Stock was an issuance or sale or deemed issuance
or sale of Exempt Issuance, (D) whether an agreement, instrument, security or the like constitutes and Option or Convertible Security
and (E) whether a Dilutive Issuance occurred, (iii) the terms of this Note and each other applicable Transaction Document shall serve
as the basis for the selected investment bank’s resolution of the applicable dispute, such investment bank shall be entitled (and
is hereby expressly authorized) to make all findings, determinations and the like that such investment bank determines are required to
be made by such investment bank in connection with its resolution of such dispute and in resolving such dispute such investment bank
shall apply such findings, determinations and the like to the terms of this Note and any other applicable Transaction Documents, (iv)
the Holder (and only the Holder), in its sole discretion, shall have the right to submit any dispute described in this Section 22 to
any state or federal court sitting in New York County, New York in lieu of utilizing the procedures set forth in this Section 22 and
(v) nothing in this Section 22 shall limit the Holder from obtaining any injunctive relief or other equitable remedies (including, without
limitation, with respect to any matters described in this Section 22).


 




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23.
NOTICES. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given
in writing with an e-mail copy to the last address provided by the Holder or its agents in writing to the Company. The Company shall
provide the Holder with prompt written notice of all actions taken pursuant to this Note, including in reasonable detail a description
of such action and the reason therefore. Without limiting the generality of the foregoing, the Company will give written notice to the
Holder (i) immediately upon any adjustment of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation
of such adjustment and (ii) at least 15 days prior to the date on which the Company closes its books or takes a record (A) with respect
to any dividend or distribution upon the Common Stock, (B) with respect to any grant, issuances, or sales of any Options, Convertible
Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for determining
rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall
be made known to the public prior to or in conjunction with such notice being provided to the Holder.


 


24.
CANCELLATION. After all Principal, accrued Interest, Late Charges and other amounts at any time owed on this Note have been paid
in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.


 


25.
WAIVER OF NOTICE. To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and
all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.


 


26.
GOVERNING LAW. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Note shall be governed by, the internal laws of the State of Wyoming, without giving effect to
any choice of law or conflict of law provision or rule (whether of the State of Wyoming or any other jurisdictions) that would cause
the application of the laws of any jurisdictions other than the State of Wyoming. Except as otherwise required by Section 22 above, the
Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Miami-Dade County, Florida,
for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject
to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of
such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner
permitted by law. Nothing contained herein (i) shall be deemed or operate to preclude the Holder from bringing suit or taking other legal
action against the Company in any other jurisdiction to collect on the Company’s obligations to the Holder, to realize on any collateral
or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder or (ii) shall limit,
or shall be deemed or construed to limit, any provision of Section 22. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE
TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS
NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.


 




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27.
SEVERABILITY. If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable by a court
of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply
to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Note so long as this Note as so modified continues to express, without material change,
the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the
provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical
realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations
to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible
to that of the prohibited, invalid or unenforceable provision(s).


 


28.
MAXIMUM PAYMENTS. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other
charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges
hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by
the Company to the Holder and thus refunded to the Company.


 


29.
CERTAIN DEFINITIONS. Capitalized words and terms have the meaning contained in the SPA, as set forth below or their ordinary meaning,
as the case may:


 


(a)
“Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect
to, any issuance or sale (or deemed issuance or sale in accordance with Section 7) of shares of Common Stock (other than rights of the
type described in Section 6(a) hereof) that could result in a decrease in the net consideration received by the Company in connection
with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar
rights).


 


(b)
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled
by, or is under common control with, such Person, it being understood for purposes of this definition that “control” of a
Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of
directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.


 




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(c)
“Alternate Conversion Price” means, with respect to any Alternate Conversion, that price which shall be the lowest
of (1) (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, or
(ii) 70% of the lowest Closing Bid Price of the Common Stock during the 10 consecutive Trading Day period ending and including the date
of delivery or deemed delivery of the applicable Conversion Notice (such period, the “Alternate Conversion Measuring Period”).
All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar
transaction that proportionately decreases or increases the Common Stock during such Alternate Conversion Measuring Period.


 


(d)
“Approved Stock Plan” means any employee benefit plan which has been approved by the board of directors of the Company
prior to or subsequent to the Issuance Date pursuant to which shares of Common Stock and standard options to purchase Common Stock may
be issued to any employee, officer or director for services provided to the Company in their capacity as such.


 


(e)
“Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including,
any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed
or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of
the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or
any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated
with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act. For clarity, the purpose
of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.


 


(f)
“Bloomberg” means Bloomberg, L.P., or any successor.


 


(g)
“Change of Control” means any Fundamental Transaction other than (i) any merger of the Company or any of its, direct
or indirect, wholly-owned Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or reclassification
of the shares of Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization
or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and,
directly or indirectly, are, in all material respects, the holders of the voting power of the surviving entity (or entities with the
authority or voting power to elect the members of the board of directors (or their equivalent if other than a corporation) of such entity
or entities) after such reorganization, recapitalization or reclassification, or (iii) pursuant to a migratory merger effected solely
for the purpose of changing the jurisdiction of incorporation of the Company or any of its Subsidiaries.


 


(h)
“Change of Control Prepayment Premium” means 120%.


 




    	29



     


    

 


(i)
“Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing
bid price and last closing trade price, respectively, for such security on a Principal Market, as reported by Bloomberg, or, if the applicable
Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price
(as the case may be) then the last bid price or last trade price, respectively, of such security prior to 4:00 p.m., New York time, as
reported by Bloomberg, or, if a Principal Market is not the principal securities exchange or trading market for such security, the last
closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such
security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price,
respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg,
or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices,
or the ask prices, respectively, of any market makers for such security as reported by OTC Markets Group Inc or any successor. If the
Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the
Closing Bid Price or the Closing Sale Price (as the case may be) of such security on such date shall be the fair market value as mutually
determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security,
then such dispute shall be resolved in accordance with the procedures in Section 22. All such determinations shall be appropriately adjusted
for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions during such period.


 


(j)
“Common Stock” means (i) the Company’s shares of common stock, $0.0001 par value per share, and (ii) any capital
stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.


 


(k)
“Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that
Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the
Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability
will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will
be protected (in whole or in part) against loss with respect thereto.


 


(l)
“Convertible Securities” means any stock or other security (other than Options) that is at any time and under any
circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof
to acquire, any shares of Common Stock.


 


(m)
“Current Subsidiary” means any Person in which the Company on the Issuance Date, directly or indirectly, (i) owns
any of the outstanding capital stock or holds any equity or similar interest of such Person or (ii) controls or operates all or any part
of the business, operations or administration of such Person, and all of the foregoing, collectively, “Current Subsidiaries”.


 




    	30



     


    

 


(n)
“Equity Conditions shall have the meaning ascribed to such term in Section 1.1 of the SPA.


 


(o)
“Equity Conditions Failure” means that any of the Equity Conditions was not satisfied at all times or on the day a
Prepayment Notice is delivered to the Company.


 


(p)
“Event Market Price” means, with respect to any Stock Combination Event Date, the quotient determined by dividing
(x) the sum of the VWAP of the Common Stock for each of the five Trading Days with the lowest VWAP of the Common Stock during the 15
consecutive Trading Day period ending and including the Trading Day immediately preceding the 16th Trading Day after such
Stock Combination Event Date, divided by (y) five.


 


(q)
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 


(r)
“Exempt Issuance” has the meaning in the SPA.


 


(s)
“Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries,
Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the
surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all
of the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation
S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject
to or have its Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that
is accepted by the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of
Common Stock calculated as if any shares of Common Stock held by all Subject Entities making or party to, or Affiliated with any Subject
Entities making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of Common Stock
such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or
exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the Exchange Act) of at least 50% of the outstanding
shares of Common Stock, or (iv) consummate a stock or share purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities,
individually or in the aggregate, acquire, either (x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the
outstanding shares of Common Stock calculated as if any shares of Common Stock held by all the Subject Entities making or party to, or
Affiliated with any Subject Entity making or party to, such stock purchase agreement or other business combination were not outstanding;
or (z) such number of shares of Common Stock such that the Subject Entities become collectively the beneficial owners (as defined in
Rule 13d-3 under the Exchange Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify
its Common Stock, (B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one
or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, whether through acquisition, purchase, assignment,
conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination,
reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise
in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common
Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock not held by all such
Subject Entities as of the date of this Note calculated as if any shares of Common Stock held by all such Subject Entities were not outstanding,
or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock or other equity
securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction requiring
other shareholders of the Company to surrender their shares of Common Stock without approval of the shareholders of the Company or (C)
directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of
or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this
definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity with the
terms of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective
or inconsistent with the intended treatment of such instrument or transaction. It is agreed and understood that a transaction involving
the Company’s construction company, Capitol City Solutions, Inc. and/or its assets shall not be considered a Fundamental Transaction.


 




    	31



     


    

 


(t)
“GAAP” means United States generally accepted accounting principles, consistently applied.


 


(u)
“Group” means a “group” as that term is used in Section 13(d) of the Exchange Act and as defined in Rule
13d-5 thereunder.


 


(v)
“Indebtedness” means (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as
the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with GAAP)
(other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment
obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds,
Notes or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses,
(E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either
case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the
seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations
under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby, is classified
as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and
contract rights) owned by any Person, even though the Person that owns such assets or property has not assumed or become liable for the
payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred
to in clauses (A) through (G) above.


 




    	32



     


    

 


(w)
“Late Charge” means any amount of Principal or other amounts due under the Transaction Documents which is not paid
when due which shall result in a late charge being incurred and payable by the Company in an amount equal to interest on such amount
at the rate of 12% per annum from the date such amount was due until the same is paid in full.


 


(x)
“Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities,
operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any Subsidiary, individually
or taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or any other agreements or
instruments to be entered into in connection herewith or therewith or (iii) the authority or ability of the Company or any of its Subsidiaries
to perform any of their respective obligations under any of the Transaction Documents (as defined below).


 


(y)
“Maturity Date” shall mean the date listed in the preamble hereto as the Maturity Date; provided, however,
the Maturity Date may be extended at the option of the Holder (i) in the event that, and for so long as, an Event of Default shall have
occurred and be continuing or any event shall have occurred and be continuing that with the passage of time and the failure to cure would
result in an Event of Default or (ii) through the date that is 20 Trading Days after the consummation of a Fundamental Transaction in
the event that a Fundamental Transaction is publicly announced or a Change of Control Notice is delivered prior to the Maturity Date,
provided further that if a Holder elects to convert some or all of this Note pursuant to Section 3 hereof, and the Conversion Amount
would be limited pursuant to Section 3(d) hereunder, the Maturity Date shall automatically be extended until such time as such provision
shall not limit the conversion of this Note.


 


(z)
“New Subsidiary” means, as of any date of determination, any Person in which the Company after the Issuance Date,
directly or indirectly, (i) owns or acquires any of the outstanding capital stock or holds any equity or similar interest of such Person
or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all of the foregoing,
collectively, “New Subsidiaries”.


 


(aa)
“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible
Securities.


 


(bb)
“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose
common stock or equivalent equity security is quoted or listed on a Principal Market, or, if there is more than one such Person or Parent
Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.


 




    	33



     


    

 


(cc)
“Permitted Indebtedness” means (i) Indebtedness evidenced by this Note and, (ii) Indebtedness set forth on Schedule
29(dd) hereto, as in effect as of the Issuance Date and (iii) Indebtedness secured by Permitted Liens.


 


(dd)
“Permitted Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate
proceedings for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising in the ordinary
course of business by operation of law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation
of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business
with respect to a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings, (iv)
purchase money equipment Liens in an aggregate amount not to exceed $25,000, (v) Liens incurred in connection with the extension, renewal
or refinancing of the Indebtedness secured by Liens of the type described in clause (iv) above, provided that any extension, renewal
or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness being
extended, renewed or refinanced does not increase, (vi) Liens in favor of customs and revenue authorities arising as a matter of law
to secure payments of custom duties in connection with the importation of goods, and (vii) Liens arising from judgments, decrees or attachments
in circumstances not constituting an Event of Default under Section 4(a)(xi).


 


(ee)
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization, any other entity or a government or any department or agency thereof.


 


(ff)
“Principal Market” means any of The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq
Global Select Market, the Nasdaq Global Market, the OTCQB, the OTCQX, the OTC Pink or any other market operated by the OTC Markets Group
Inc. or any successors of any of these exchanges or markets.


 


(gg)
“Prepayment Notices” means, collectively, the Company Optional Prepayment Notices and the Change of Control Prepayment
Notices, and each of the foregoing, individually, a “Prepayment Notice.”


 


(hh)
“Prepayment Premium” means 110%.


 


(ii)
“Prepayment Prices” means, collectively, the Change of Control Prepayment Prices, and the Company Optional Prepayment
Prices, and each of the foregoing, individually, a “Prepayment Price.”


 


(jj)
“SEC” means the United States Securities and Exchange Commission or the successor thereto.


 


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


 


(ll)
“SPA” means that certain Securities Purchase Agreement (as amended, restated, modified and/or supplemented from time
to time) by and between the Company and the Holder, dated the date of this Note.


 




    	34



     


    

 


(mm)
“Subsidiaries” means, as of any date of determination, collectively, all Current Subsidiaries and all New Subsidiaries,
and each of the foregoing, individually, a “Subsidiary.”


 


(nn)
“Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.


 


(oo)
“Successor Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from
or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental
Transaction shall have been entered into.


 


(pp)
“Trading Day” means, as applicable, (x) with respect to all price or trading volume determinations relating to the
Common Stock, any day on which the Common Stock is traded on a Principal Market, or, if a Principal Market is not the principal trading
market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded,
provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or
market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange
or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during
the hour ending at 4:00 p.m., New York, NY time) unless such day is otherwise designated as a Trading Day in writing by the Holder or
(y) with respect to all determinations other than price determinations relating to the Common Stock, any day on which The New York Stock
Exchange (or any successor thereto) is open for trading of securities.


 


(qq)
“Transaction Documents” means this Note, the SPA, the Warrant, the Registration Rights Agreement, and any other documents
relating to the issuance of the Note and the Warrants by the Company to the Holder.


 


(rr)
“Variable Price Equity Instruments” shall have the meaning ascribed to such term in the SPA.


 


(ss)
“VWAP” has the meaning contained in the SPA.


 


(tt)
“Warrant” means that certain Common Stock Purchase Warrant dated as of the Issuance Date, substantially in the form
attached hereto as Exhibit IV.


 


30.
DISCLOSURE. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Note, unless the Company
has in good faith determined that the matters relating to such notice do not constitute material, non-public information relating to
the Company or any of its Subsidiaries, the Company shall within one Trading Day after any such receipt or delivery publicly disclose
such material, non-public information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice
contains material, non-public information relating to the Company or any of its Subsidiaries, the Company so shall indicate to the Holder
contemporaneously with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that
all matters relating to such notice do not constitute material, non-public information relating to the Company or any of its Subsidiaries.
If the Company or any of its Subsidiaries provides material non-public information to the Holder that is not simultaneously filed in
a Current Report on Form 8-K and the Holder has not agreed to receive such material non-public information, the Company hereby covenants
and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective
officers, directors, employees, Affiliates or agents with respect to, or a duty to any of the foregoing not to trade on the basis of,
such material non-public information.


 


[Signature
page follows]


 




    	35



     


    

 


IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed as of the Issuance Date set out above.


 


	 	 	AMERICAN
    INTERNATIONAL HOLDINGS CORP.
	 	 	 	 
	 	 	By:
    	                         
	 	 	Name:	 
	 	 	Title:	 


 


Acknowledged
and accepted by:


 


 HOLDER:




 


	By:		 
	Name:	 	 
	Title:	 	 


 




    	36



     


    

 


EXHIBIT
I


 


American
International Holdings Corp.


Conversion
Notice


 


Reference
is made to the Convertible Promissory Note (the “Note”) issued to the undersigned by American International Holdings
Corp., a Nevada corporation (the “Company”). In accordance with and pursuant to the Note, the undersigned hereby elects
to convert the Conversion Amount (as defined in the Note) of the Note indicated below into shares of Common Stock, $0.0001 par value
per share (the “Common Stock”), of the Company, as of the date specified below. Capitalized terms not defined herein
shall have the meaning as set forth in the Note.


 


	 	Date
    of Conversion:	 


 


	 	Aggregate
    Principal to be converted:	 
	 	 	 
	 	Aggregate
    accrued and unpaid Interest and accrued and unpaid Late Charges with respect to such portion of the Aggregate Principal and such
    Aggregate Interest to be converted:	 
	 	 	 
	 	AGGREGATE
    CONVERSION AMOUNT TO BE CONVERTED:	 


 


Please
confirm the following information:


 


	 	Conversion
    Price:	 


 


	 	Number
    of shares of Common Stock to be issued:	 


 


	Please
    issue the Common Stock into which the Note is being converted to the Holder, or for its benefit, as follows:  
	 
	 	[  ]	Check
    here if requesting delivery as a certificate to the following name and to the following address:


 


	 	Issue
    to:	 
	 	 	 
	 	 	 


 




    	Exhibit I-1



     


    

 



	 	[  ]	Check
    here if requesting delivery by Deposit/Withdrawal at Custodian as follows: 



 


	 	DTC
    Participant:	 
	 	 	 
	 	DTC
    Number:	 
	 	 	 
	 	Account
    Number:	 


 


	Date:
    _____________ __,	 
	 	 	 
	 	 
	Name
    of Registered Holder	 
	 	 	 
	By:	                	 
	Name:	 	 
	Title:	 	 


 


	Tax
    ID:	 	 
	 	 	 
	Facsimile:	 	 
	 	 	 
	E-mail
    Address:	 	 


 




    	Exhibit I-2



     


    

 


EXHIBIT
II


 


ACKNOWLEDGMENT


 


The
Company hereby (a) acknowledges this Conversion Notice, (b) certifies that the above indicated number of shares of Common Stock [are][are
not] eligible to be resold by the Holder either (i) pursuant to Rule 144 (subject to the Holder’s execution and delivery to the
Company of a customary 144 representation letter) or (ii) an effective and available registration statement and (c) hereby directs _________________
to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _____________,
20__ from the Company and acknowledged and agreed to by ________________________.


 


	 	AMERICAN
    INTERNATIONAL HOLDINGS CORP.  
	 	 
	 	By:	                       
	 	Name:	 
	 	Title:	 


 




    	Exhibit II



     


    

 


EXHIBIT
III


 


	[Name
    and address]	Date:
    __________________


 


PREPAYMENT
NOTICE


 


The
above-captioned Company hereby gives notice to American International Holdings Corp., a Nevada corporation (the “Company”),
pursuant to that certain 6% Original Issue Discount Convertible Promissory Note made by Company in favor of the Holder on [_____________]
(the “Note”), that Company elects to prepay a portion of the Note in Common Stock or in cash as set forth below. In
the event of a conflict between this Prepayment Notice and the Note, the Note shall govern, or, in the alternative, at the election of
the Company in its sole discretion, the Company may provide a new form of Prepayment Notice to conform to the Note. Capitalized terms
used in this notice without definition shall have the meanings given to them in the Note.


PREPAYMENT
INFORMATION


 


	 	A.	Prepayment
    Date: ____________, 2021
	 	B.	Prepayment
    Amount:  ____________
	 	C.	Portion
    of Prepayment Amount to be Paid in Cash: ____________
	 	D.	Portion
    of Prepayment Amount to be Converted into Common Stock: ____________ (B minus C)
	 	E.	Prepayment
    Conversion Price: _______________
	 	F.	Prepayment
    Common Stock: _______________ (D divided by E)
	 	G.	Remaining
    Outstanding Principal of Note: ____________ *


 


*
Subject to adjustments for corrections, defaults, interest and other adjustments permitted by the Transaction Documents, the terms of
which shall control in the event of any dispute between the terms of this Prepayment Notice and such Transaction Documents.


 


2.
EQUITY CONDITIONS CERTIFICATION (Section to be completed by the Company)


 


	 	A.	Market
    Capitalization:________________
	 	 	 
	 	(Check
    One)
	 	 	 
	 	B.	_________
    Company herby certifies that no Equity Conditions Failure exists as of the day the applicable Prepayment Notice was delivered to
    the Company.
	 	C.	_________
    Company hereby gives notice that an Equity Conditions Failure has occurred and requests a waiver from Company with respect thereto.
    The Equity Conditions Failure is as follows:
	 	 	 
	 	 
	 	 
	 	 
	 	 
	 	  






 




    	Exhibit III-1



     


    

 


Please
transfer the Prepayment Common Stock, if applicable, electronically (via DWAC) to the following account:


 


	Broker:
    	 	 	Address:	 
	DTC#:
    	 	 	 	 
	Account
    #: 	 	 	 	 
	Account
    Name: 	 	 	 	 


 


To
the extent the Prepayment Common Stock are not able to be delivered to the Company electronically via the DWAC system, deliver all such
certificated shares to the Company via reputable overnight courier after receipt of this Prepayment Notice (by facsimile transmission
or otherwise) to:


 


	 	 	 
	 	 	 
	 	 	 


 


Sincerely,


Company:


 




    	Exhibit III-2



     


    

 


EXHIBIT
IV


 


FORM
OF WARRANT


 




    	Schedule 29(dd)