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


 


 


	Principal Amount: US$35,000.00	Issue Date: August 4, 2017
	 	 


 


CONVERTIBLE PROMISSORY NOTE


 


FOR VALUE RECEIVED, SKINVISIBLE,
INC., a Nevada corporation (hereinafter called the “Borrower” or “Company”), hereby promises to pay
to the order of LABRYS FUND, LP, a Delaware limited partnership, or registered assigns (the “Holder”) the sum
of US$35,000.00, together with any interest as set forth herein, on February 4, 2018 (the “Maturity Date”), and to
pay interest on the unpaid principal balance hereof at the rate of ten percent (10%) (the “Interest Rate”) per annum
from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration
or by prepayment or otherwise.


 


This Note may not be prepaid in
whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not
paid when due shall bear interest at the rate of the lesser of (i) twenty-four percent (24%) per annum or (ii) the maximum permitted
by law from the due date thereof until the same is paid (the “Default Interest”). Interest shall commence accruing
on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed.
All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share (the “Common Stock”)
in accordance with the terms hereof) shall be made in lawful money of the United States of America.


 


All payments shall be made at such
address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note.
Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall
instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not the
date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of
determining the amount of interest due on such date.





 



    	 		 



     


    




 


As used in this Note, the term “business day” shall mean any day
other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized or required by
law or executive order to remain closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed
thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued
(the “Purchase Agreement”).


 


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


 


The following terms shall apply
to this Note:


 


Article
I. CONVERSION RIGHTS


 


1.1  Conversion Right.
The Holder shall have the right, in its sole and absolute discretion, from time to time, and at any time on or following the date
of this Note and ending on the later of (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined in
Article III) pursuant to Section 1.6(a) or Article III, each in respect of the remaining outstanding principal amount of this Note
to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares
of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower
into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (as defined below) determined as
provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to
convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares
of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially
owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security
of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number
of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this
proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding
shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations
13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however,
that the limitations on conversion may be waived by the Holder (up to a maximum of 9.99%) upon, at the election of the Holder,
not less than 61 days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply
until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The number
of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount
(as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the
form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance
with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting
in, or reasonably expected to result in, notice) to the Borrower before 11:59 p.m., New York, New York time on such conversion
date (the “Conversion Date”).


 



    	 	2	 



     


    

 





The term “Conversion Amount”
means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion,
plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates
provided in this Note to the Conversion Date, provided however, that the Borrower shall have the right to pay any or all interest
in cash, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately
preceding clauses (1) and/or (2), plus (4) any Additional Principal for such Conversions, plus (5) at the Holder’s
option, any amounts owed to the Holder pursuant to any other provision of this Note, all subject to the 4.99% (or up to 9.99% if
increased as provided above) limitation discussed above.


 


1.2  Conversion Price.


 


(a)    Calculation
of Conversion Price. Subject to the adjustments described herein, the conversion price (the “Conversion Price”)
shall equal the Alternate Conversion Price (as defined herein)(subject to equitable adjustments for stock splits, stock dividends
or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower,
combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Alternate Conversion
Price” shall mean 55% multiplied by the Market Price (as defined herein) (representing a discount rate of 45%). “Market
Price” means the lowest Trading Price (as defined below) for the Common Stock during the fifteen (15) Trading Day period
ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as
of any date, the lesser of: (i) the lowest trade price on the OTC Pink, OTCQB, or applicable trading market (the “OTC Market”)
as reported by a reliable reporting service (“Reporting Service”) designated by the Holder or, if the OTC Market is
not the principal trading market for such security, the trading price of such security on the principal securities exchange or
trading market where such security is listed or traded or, if no trading price of such security is available in any of the foregoing
manners, the average of the trading prices of any market makers for such security that are listed in the “pink sheets”
by the National Quotation Bureau, Inc., or (ii) the lowest closing bid price on the OTC Market as reported by a Reporting Service
designated by the Holder or, if the OTC Market is not the principal trading market for such security, the closing bid price of
such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing
bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers
for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price
cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value
as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation
of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean
any day on which the Common Stock is tradable for any period on the OTC Market or on the principal securities exchange or other
securities market on which the Common Stock is then being traded. The Borrower shall be responsible for the fees of its transfer
agent and all DTC fees associated with any such issuance. In the event of any dispute or discrepancy, the records of the Holder
shall be controlling and determinative in the absence of manifest error.


 






    	 	3	 



     


    

 





Each time, while this Note is outstanding,
the Borrower enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of
a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has the right to convert monies
owed to that 3rd party (or receive shares pursuant to a settlement or otherwise) at a discount to market greater than
the Alternate Conversion Price in effect at that time (prior to all other applicable adjustments in the Note), then the Alternate
Conversion Price shall be automatically adjusted to such greater discount percentage (prior to all applicable adjustments in this
Note) until this Note is no longer outstanding. Each time, while this Note is outstanding, the Borrower enters into a Section 3(a)(9)
transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section
3(a)(10) transaction, in which any 3rd party has a look back period greater than the look back period in effect under
the Note at that time (a fifteen (15) Trading Day look back period is contained in this Section 1.2(a)), then the Holder’s
look back period shall automatically be adjusted to such greater number of days until this Note is no longer outstanding. The Borrower
shall give written notice to the Holder, with the adjusted Alternate Conversion Price and/or adjusted look back period (each adjustment
that is applicable due to the triggering event), within one (1) business day of an event that requires any adjustment described
in the two immediately preceding sentences.


 


The Conversion Price is subject
to full ratchet anti-dilution in the event that the Company issues any common stock at a per share price lower than the Conversion
Price (each a “Dilutive Price”) then in effect, provided, however, that Holder shall have the sole discretion in deciding
whether to utilize such Dilutive Price instead of the Conversion Price otherwise in effect at the time of the respective conversion.


 


(b)       Adjustment
to Conversion Price. At any time after the Issue Date, (i) if in the case that the Borrower’s Common Stock is not deliverable
by DWAC (including if the Borrower’s transfer agent has a policy prohibiting or limiting delivery of shares of the Borrower’s
Common Stock specified in a Notice of Conversion), (ii) if the Borrower ceases to be a reporting
company pursuant or subject to the Exchange Act, (iii) if the Borrower loses a market (including the OTCBB, OTCQB or an
equivalent replacement exchange) for its Common Stock, (iv) if the Borrower fails to maintain its status as “DTC Eligible”
for any reason, (v) if the Conversion Price is less than one cent ($0.01), (vi) if the Note
cannot be converted into free trading shares on or after six months from the Issue Date, (vii) if at any time the Borrower
does not maintain or replenish the Reserved Amount within three (3) business days of the request of the Holder, (viii) if the Borrower
fails to maintain the listing of the Common Stock on at least one of the OTC Markets or an equivalent replacement exchange, the
Nasdaq National Market, the Nasdaq Small Cap Market, the New York Stock Exchange, or the NYSE MKT, (ix) if the Borrower fails to
comply with the reporting requirements of the Exchange Act; the reporting requirements necessary to satisfy the availability of
Rule 144 to the Holder or its assigns, including but not limited to the timely fulfillment of its filing requirements as a fully-reporting
issuer registered with the SEC, the requirements for XBRL filings, the requirements for disclosure of financial statements on its
website, (x) if the Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the


 



    	 	4	 



     


    

 





Holder, (xi) if OTC Markets changes the Borrower’s designation to ‘No Information’ (Stop Sign), ‘Caveat
Emptor’ (Skull and Crossbones), or ‘OTC’, ‘Other OTC’ or ‘Grey Market’ (Exclamation Mark
Sign), (xii) the restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years
prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by
comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect
to this Note or the Purchase Agreement, (xiii) any cessation of trading of the Common Stock on at least one of the OTC Markets
or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq Small Cap Market, the New York Stock Exchange, or
the NYSE MKT, and such cessation of trading shall continue for a period of five consecutive (5) Trading Days, and/or (xiv) the
Borrower loses the “bid” price for its Common Stock ($0.0001 on the “Ask”
with zero market makers on the “Bid” per Level 2), then the Holder shall be entitled to increase, by 10% for
each occurrence, cumulative or otherwise, the discount to the Conversion Price shall apply for all future conversions under the
Note. The Holder maintains the option and sole discretion to increase by Five Thousand and No/100 United States Dollars ($5,000)
per each occurrence described above (under Holder’s and Borrower’s expectation that any principal amount increase will
tack back to the Issue Date) the principal amount of the Note instead of applying further discounts to the Conversion Price. Under
no circumstances shall the principal amount exceed an additional Twenty Five Thousand and No/100 United States Dollars ($25,000)
or the Conversion Price be less than 30% multiplied by the Market Price due to cumulative effect.


 


(c)        DTC
Chill. If in the case that the Borrower’s Common Stock is “chilled” for deposit into the DTC system and only
eligible for clearing deposit, then an additional 15% discount to the Conversion Price shall apply for all future conversions under
all Notes while the “chill” is in effect. 


 


(d)       [Intentionally
Omitted].


 


(e)        Par
Value Adjustments. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share,
the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value
possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment unless the Holder, in its sole
and absolute discretion elects instead to set the Conversion Price to par value for such Conversion(s) and the Conversion Amount
for such Conversion(s) shall be increased to include Additional Principal, where “Additional Principal” means such
additional amount to be added to the Conversion Amount to the extent necessary to cause the number of Conversion Shares issuable
upon such Conversion(s) to equal the same number of Conversion Shares as would have been issued had the Conversion Price not been
subject to the minimum price set forth in this Section 1.2(e).


 



    	 	5	 



     


    

 





(f)       Conversion
Price During Major Announcements. Notwithstanding anything contained in the preceding section to the contrary, in the event
the Borrower (i) makes a public announcement that it intends to consolidate or merge with any other corporation (other than a merger
in which the Borrower is the surviving or continuing corporation and its capital stock is unchanged) or sell or transfer all or
substantially all of the assets of the Borrower or (ii) any person, group or entity (including the Borrower) publicly announces
a tender offer to purchase 50% or more of the Borrower's Common Stock (or any other takeover scheme) (the date of the announcement
referred to in clause (i) or (ii) is hereinafter referred to as the "Announcement Date"), then the Conversion Price shall,
effective upon the Announcement Date and continuing through the Adjusted Conversion Price Termination Date (as defined below),
be equal to the lower of (x) the Conversion Price which would have been applicable for a Conversion occurring on the Announcement
Date and (y) the Conversion Price that would otherwise be in effect. From and after the Adjusted Conversion Price Termination Date,
the Conversion Price shall be determined as set forth in this Section. For purposes hereof, "Adjusted Conversion Price Termination
Date" shall mean, with respect to any proposed transaction or tender offer (or takeover scheme) for which a public announcement
as contemplated by this Section has been made, the date upon which the Borrower (in the case of clause (i) above) or the person,
group or entity (in the case of clause (ii) above) consummates or publicly announces the termination or abandonment of the proposed
transaction or tender offer (or takeover scheme) which caused this Section 1.2(d) to become operative.


 


(g)               
Pro Rata Conversion; Disputes. In the event of a dispute as to the number of shares
of Common Stock issuable to the Holder in connection with a conversion of this Note, the Borrower shall issue to the Holder the
number of shares of Common Stock not in dispute and resolve such dispute in accordance with
Section 4.13.


 


1.3  Authorized Shares.
The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued
Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full
conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized and
reserved five (5) times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion
Price of the Notes in effect from time to time) (the “Reserved Amount”). Initially, the Company will instruct the Transfer
Agent to reserve 10,000,000 shares of common stock in the name of the Holder for issuance upon conversion hereof. The Reserved
Amount shall be increased from time to time in accordance with the Borrower’s obligations pursuant to Section 3(d) of the
Purchase Agreement. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable.
In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number
of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at
the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized
and reserved, free from preemptive rights, for conversion of the outstanding Notes.


 


The Borrower (i) acknowledges that
it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note,
and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged
with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance
with the terms and conditions of this Note. Notwithstanding the foregoing, in no event shall the Reserved Amount be lower than
the initial Reserved Amount, regardless of any prior conversions.


 






    	 	6	 



     


    

  


1.4  Method of Conversion.


 


(a)    Mechanics
of Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time on or following
the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of
communication dispatched on the Conversion Date prior to 11:59 p.m., New York, New York time) and (B) subject to Section 1.4(b),
surrendering this Note at the principal office of the Borrower.


 


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


 


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


 



    	 	7	 



     


    

 





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


 


(e)   Delivery of Common
Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable
means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the
Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common
Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely
in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof
and the Purchase Agreement.


 


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


 


(g)    Delivery
of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable
upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities
Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions contained in Section 1.1
and in this Section 1.4, the Borrower shall use its commercially reasonable best efforts to cause its transfer agent to electronically
transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC
through its Deposit Withdrawal At Custodian (“DWAC”) system.


 






    	 	8	 



     


    

  


(i)   Failure to Deliver
Common Stock Prior to Delivery Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including
actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this
Note is not delivered by the Deadline (other than a failure due to the circumstances described in Section 1.3 above, which failure
shall be governed by such Section) the Borrower shall pay to the Holder $1,000 per day in cash, for each day beyond the Deadline
that the Borrower fails to deliver such Common Stock until the Borrower issues and delivers a certificate to the Holder or credit
the Holder's balance account with OTC for the number of shares of Common Stock to which the Holder is entitled upon such Holder's
conversion of any Conversion Amount (under Holder's and Borrower's expectation that any damages will tack back to the Issue Date).
Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option
of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall
be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this
Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The
Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate,
and interference with such conversion right are difficult if not impossible to qualify. Accordingly the parties acknowledge that
the liquidated damages provision contained in this Section 1.4(i) are justified. 


 


(j)                
Rescindment of a Notice of Conversion.  If (i) the Borrower fails to respond to Holder within one (1) business day
from the Conversion Date confirming the details of Notice of Conversion, (ii) the Borrower fails to provide any of the shares of
the Borrower’s Common Stock requested in the Notice of Conversion within three (3) business days from the Conversion Date
specified therein, (iii) the Holder is unable to procure a legal opinion required to have the shares of the Borrower’s Common
Stock issued unrestricted and/or deposited to sell for any reason related to the Borrower’s standing, (iv) the Holder is
unable to deposit the shares of the Borrower’s Common Stock requested in the Notice of Conversion for any reason related
to the Borrower’s standing, (v) at any time after a missed Deadline, at the Holder’s sole discretion, (vi) if, within
three (3) business days of the transmittal of the Notice of Conversion to the Borrower, the Common Stock has a closing bid which
is 5% or lower than that set forth in the Notice of Conversion, or (vii) if OTC Markets changes the Borrower's designation to ‘Limited
Information’ (Yield), ‘No Information’ (Stop Sign), ‘Caveat Emptor’ (Skull & Crossbones), ‘OTC’,
‘Other OTC’ or ‘Grey Market’ (Exclamation Mark Sign) or other trading restriction on the day of or any
day after the Conversion Date, then the Holder maintains the option and sole discretion to rescind the applicable Notice of Conversion
(“Rescindment”) pursuant to which such Conversion Shares were issuable with a “Notice of Rescindment.”
This Note shall remain convertible before and after the Maturity Date hereof until this Note is repaid or converted in full.


 



    	 	9	 



     


    

 





1.5  Concerning the Shares.
The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold
pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished
with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable
transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from
such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) (“Rule
144”) or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees
to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined
in the Purchase Agreement). Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth
below), until such time as the shares of Common Stock issuable upon conversion of this Note have been registered under the Act
or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that
can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion of this Note that has not been
so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or
an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:


 


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


 


The legend set forth above shall
be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if (i) the Borrower
or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel
in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made without registration
under the Act, which opinion shall be reasonably accepted by the Borrower so that the sale or transfer is effected or (ii) in the
case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective
registration statement filed under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number
of securities as of a particular date that can then be immediately sold. In the event that the Borrower does not accept the opinion
of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as
Rule 144 or Regulation S, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.


 






    	 	10	 



     


    

 


1.6  Effect of Certain Events.


 


(a)    Effect
of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all
of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more
than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the
Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be
deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder
upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III)
or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability
company, partnership, association, trust or other entity or organization.


 


(b)   Adjustment Due
to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the
Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event,
as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another
class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially
all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder
of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions
specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities
or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately
prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate
provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof
(including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion
of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter
deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a)
it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior
written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation
of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during
which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower)
assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive
consolidations, mergers, sales, transfers or share exchanges.


 


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


 






    	 	11	 



     


    

 


(d)   [Intentionally
Omitted].


 


(e)    [Intentionally
Omitted].


 


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


 


1.7  Trading Market Limitations.
Unless permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is then listed
or traded, in no event shall the Borrower issue upon each conversion of this Note more than the maximum number of shares of Common
Stock that the Borrower can issue pursuant to any rule of the principal United States securities market on which the Common Stock
is then traded (the “Maximum Share Amount”), which shall be 4.99% (or up to 9.99% if increased pursuant to the terms
of hits Note) of the total shares outstanding at the time of each conversion, subject to equitable adjustment from time to time
for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring
after the date hereof.


 


1.8  Status as Shareholder.
Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares, if any, which cannot
be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount or Maximum Share Amount)
shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of such converted portion
of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to
any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower to
comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates for all shares of
Common Stock prior to the third (3rd) business day after the expiration of the Deadline with respect to a conversion of any portion
of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying
the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note
and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered,
adjust its records to reflect that such portion of this Note has not been converted. In all cases, the Holder shall retain all
of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments pursuant to Section
1.3 to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have
the Conversion Price with respect to subsequent conversions determined in accordance with Section 1.3) for the Borrower’s
failure to convert this Note.


 


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


 






    	 	12	 



     


    

 


(a)    At any time
during the period beginning on the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue
Date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder
of the Note, to prepay the outstanding Note in full by making a payment to the Holder of an amount in cash equal to the sum of:
(i) the then outstanding principal amount of this Note plus (ii) accrued and unpaid interest on the unpaid principal
amount of this Note plus (iii) Default Interest, if any, in accordance with Article III, plus (iv) any Additional
Principal, plus (v) at the Holder’s option, any amounts owed to the Holder pursuant to any other provision of this
Note, plus (vi) $750.00 to reimburse Holder for the fees associated with the Non-Returnable Shares.


 


(b) After the expiration of one
hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.


 


Any notice of prepayment hereunder
(an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall
state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more
than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional
Prepayment Date”), the Borrower shall make payment of the applicable prepayment amount to or upon the order of the Holder
as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date.


 


If the Borrower delivers an Optional
Prepayment Notice and fails to pay the applicable prepayment amount due to the Holder of the Note within three (3) business days
following the Optional Prepayment Date, then the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section
1.9.


 


Article
II. CERTAIN COVENANTS


 


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


 


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


 






    	 	13	 



     


    

 


2.3  Borrowings; Liens.
So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent,
create, incur, assume guarantee, endorse, contingently agree to purchase or otherwise become liable upon the obligation of any
person, firm, partnership, joint venture or corporation, in the amount of $350,000.00 or above in each case, except by the endorsement
of negotiable instruments for deposit or collection, or suffer to exist any liability for borrowed money in the amount of $350,000.00
or above in each case, except (a) borrowings in existence or committed on the date hereof and of which the Borrower has informed
Holder in writing prior to the date hereof, (b) indebtedness to trade creditors financial institutions or other lenders incurred
in the ordinary course of business, (c) borrowings, the proceeds of which shall be used to repay this Note, or (ii) enter into,
create or incur any liens, claims or encumbrances of any kind, on or with respect to any of its property or assets now owned or
hereafter acquired or any interest therein or any income or profits therefrom, securing any indebtedness occurring after the date
hereof.


  


2.4  Sale of Assets.
So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent,
sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business, (if the result
of such transaction would prevent the Buyer from reasonably relying on Rule 144 or being able to deposit the Conversion Shares).
Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.


 


2.5  Advances and Loans.
So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent,
lend money, give credit or make advances to any person, firm, joint venture or corporation, including, without limitation, officers,
directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances (a) in existence or committed
on the date hereof and which the Borrower has informed Holder in writing prior to the date hereof, (b) made in the ordinary course
of business or (c) not in excess of $100,000.


 


2.6  Section 3(a)(9) or
3(a)(10) Transaction. So long as this Note is outstanding, the Borrower shall not enter into any transaction or arrangement
structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of the Securities
Act (a “3(a)(9) Transaction”) (not including a 3(a)(9) Transaction for which the security being exchanged was issued
prior to the Issue Date, so long as the material terms of such security were not amended on or after the Issue Date) or Section
3(a)(l0) of the Securities Act (a “3(a)(l0) Transaction”). In the event that the Borrower does enter into, or makes
any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(l0) Transaction while this note is outstanding, a liquidated
damages charge of 25% of the outstanding principal balance of this Note, but not less than Fifteen Thousand Dollars ($15,000),
will be assessed and will become immediately due and payable to the Holder at its election in the form of a cash payment or added
to the balance of this Note (under Holder's and Borrower's expectation that this amount will tack back to the Issue Date).


 


2.7  Preservation of Existence,
etc. The Borrower shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence,
rights and privileges, and become or remain, and cause each of its Subsidiaries (other than dormant Subsidiaries that have no or
minimum assets) to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties
owned or leased by it or in which the transaction of its business makes such qualification necessary.


 






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


 


2.9     
Charter. So long as the Borrower shall have any obligations under this Note, the Borrower shall not amend its charter documents,
including without limitation its certificate of incorporation and bylaws, in any manner that materially and adversely affects any
rights of the Holder.


 


Article
III. EVENTS OF DEFAULT


 


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


 


3.1  Failure to Pay Principal
or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity,
upon acceleration or otherwise. Any amount of principal on this Note which is not paid when due shall bear interest at the rate
of Twenty Four percent (24%) per annum from the due date thereof until the same is paid (“Default Interest”).


 


3.2  Conversion and the
Shares. The Borrower fails to reserve the Reserved Amount for the Note at any time after the 60th calendar day after the Issue
Date, issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to
do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer
or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock
issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs
its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically
or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise
pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs,
delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions
in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant
to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend
to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement,
statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder
shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer
agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance
owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s
transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty eight
(48) hours of a demand from the Holder.  


 


3.3  Breach of Covenants.
The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents
including but not limited to the Purchase Agreement.


 






    	 	15	 



     


    

 


3.4  Breach of Representations
and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given
in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or
misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse
effect on the rights of the Holder with respect to this Note or the Purchase Agreement.


 


3.5  Receiver or Trustee.
The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors or commence proceedings for
its dissolution, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property
or business, or such a receiver or trustee shall otherwise be appointed for the Borrower or for a substantial part of its property
or business without its consent and shall not be discharged within sixty (60) days after such appointment. 


 


3.6        Bankruptcy.
Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under
any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the
Borrower, or the Borrower admits in writing its inability to pay its debts generally as they mature, or have filed against it an
involuntary petition for bankruptcy relief, all under federal or state laws as applicable or the Borrower admits in writing its
inability to pay its debts generally as they mature, or have filed against it an involuntary petition for bankruptcy relief, all
under international, federal or state laws as applicable.


 


3.7         
Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.


 


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


 


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


 


3.10        [Intentionally
Omitted].


 


3.11Funding Window.The
Borrower agrees that it will not enter into a similar type financing transaction with (e.g. convertible promissory note) or issue
a Variable Security (as defined herein) to any party other than the Holder for a period of thirty (30) Trading Days following the
Issue Date without written approval from the Holder. The Borrower agrees that this is a material term of the Note and any breach
of this Section 3.11 will result in an Event of Default. A Variable Security shall mean any security issued by the Issuer that
(i) has or may have conversion rights of any kind, contingent, conditional or otherwise in which the number of shares that may
be issued pursuant to such conversion right varies with the market price of the common stock; (ii) is or may become convertible
into common stock (including without limitation convertible debt, warrants or convertible preferred stock), with a conversion or
exercise price that varies with the market price of the common stock, even if such security only becomes convertible or exercisable
following an event of default, the passage of time, or another trigger event or condition; or (iii) was issued or may be issued
in the future in exchange for or in connection with any contract, security, or instrument, whether convertible or not, where the
number of shares of common stock issued or to be issued is based upon or related in any way to the market price of the common stock,
including, but not limited to, common stock issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement,
or any other similar settlement or exchange.


 



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3.12      Judgments.
Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or
any of its property or other assets for more than $250,000.00, and shall remain unvacated, unbonded or unstayed for a period of
twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.


 


3.13       Replacement
of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent and (i) the Borrower fails to obtain
written approval from the Holder prior to the effective date of such replacement, or (ii) the Borrower fails to provide, prior
to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered
pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in
the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.


 


3.14       
Bid Price. If the Borrower loses the “bid” price for its Common Stock ($0.0001
on the “Ask” with zero market makers on the “Bid” per Level 2) and/or a market (including the OTCBB,
OTCQB or an equivalent replacement exchange) for its Common Stock.


 


3.15       Failure
To Deliver Returnable Shares. The Borrower fails to deliver the Returnable Shares to the Holder within five (5) business days
of the Issue Date.


 


3.16Market Capitalization.The
Borrower fails to maintain a market capitalization of at least $1,000,000 on any Trading Day, which shall be calculated by multiplying
(i) the closing bid price of the Borrower’s common stock on the Trading Day immediately preceding the respective date of
calculation by (ii) the total shares of the Borrower’s common stock issued and outstanding on the Trading Day immediately
preceding the respective date of calculation.


 


3.17Maximum Conversion.If
at any time while this Note is outstanding, and assuming the beneficial ownership limitations contained in this Note did not apply
to this specific calculation, the Holder could convert the amounts outstanding under Note into more than 4.99% of the outstanding
shares of Common Stock of the Company as of the date of calculation (including any beneficial ownership associated with the Returnable
Shares held at the time of such calculation).


 


3.18       [Intentionally
Omitted].


 



    	 	17	 



     


    

 





3.19Dilutive Issuance.If
at any time while this Note is outstanding, the Company issues any of its common stock at a price per share price lower than the
Conversion Price then in effect (each a “Dilutive Issuance Price”), and does not permit the Holder to utilize such
Dilutive Issuance Price instead of the conversion price then in effect (Holder shall have the sole option in deciding whether to
utilize such Dilutive Issuance Price).


 


UPON THE OCCURRENCE AND DURING THE
CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE, THE HOLDER SHALL
NO LONGER BE REQUIRED TO RETURN THE RETURNABLE SHARES TO THE BORROWER UNDER ANY CIRCUMSTANCES, AND THE BORROWER SHALL PAY TO THE
HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT SUM (AS DEFINED HEREIN); MULTIPLIED
BY (Z) TWO (2). Upon the occurrence and during the continuation of any Event of Default specified in Sections 3.1, 3.3, 3.4, 3.5,
3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18 and/or 3.19, exercisable through the delivery of written
notice to the Borrower by such Holders (the “Default Notice”), the Holder shall no longer be required to return the
Returnable Shares to the Borrower under any circumstances and the Note shall become immediately due and payable and the Borrower
shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to (i) 150% times the sum
of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount
of this Note to the date of payment (the “Mandatory Prepayment Date”) plus (y) Default Interest, if any, on
the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g)
hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses
(x), (y) and (z) shall collectively be known as the “Default Sum”) or (ii) at the option of the Holder, the “parity
value” of the Default Sum to be prepaid, where parity value means (a) the highest number of shares of Common Stock issuable
upon conversion of or otherwise pursuant to such Default Sum in accordance with Article I, treating the Trading Day immediately
preceding the Mandatory Prepayment Date as the “Conversion Date” for purposes of determining the lowest applicable
Conversion Price, unless the Default Event arises as a result of a breach in respect of a specific Conversion Date in which case
such Conversion Date shall be the Conversion Date), multiplied by (b) the highest Trading Price for the Common Stock during
the period beginning on the date of first occurrence of the Event of Default and ending one day prior to the Mandatory Prepayment
Date (the “Default Amount”) and all other amounts payable hereunder shall immediately become due and payable, all without
demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation,
legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at
law or in equity.


 


If the Borrower fails to pay the
Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have
the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient authorized
shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares
of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect. This requirement by
the Borrower shall automatically apply upon the occurrence of an Event of Default without the need for any party to give any notice
or take any other action.


 


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


 



    	 	18	 



     


    




 


Article
IV. MISCELLANEOUS


 


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


 


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


 


If
to the Borrower, to:


 


Skinvisible, Inc.


6320 South Sandhill Road,
Suite 10


Las Vegas, NV 89120


E-mail:
info@skinvisible.com


 


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


 


The
Doney Law Firm


4955
S. Durango Drive, Suite 165


Las
Vegas, NV 89113


E-mail:
scott@doneylawfirm.com


 


If to the Holder:


 


Labrys Fund, LP


48
Parker Road


Wellesley,
MA 02482


E-mail:
admin@equiluxgroup.com


 


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


 


Legal & Compliance,
LLC


330
Clematis Street, Ste. 217


West
Palm Beach, FL 33401


Attn:
Chad Friend, Esq.


E-mail:
CFriend@LegalAndCompliance.com


 



    	 	19	 



     


    




 


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


 


4.4  Assignability.
The Holder may assign or transfer this Note to any transferee at its sole discretion. This Note shall be binding upon the Borrower
and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee
of this Note must be an “accredited investor” (as defined in Rule 501(a) of the 1933 Act). Notwithstanding anything
in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other
lending arrangement. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that following conversion of
a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the
amount stated on the face hereof.


 


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


4.6   Governing
Law. This Note shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles
of conflicts of laws. The parties hereby warrant and represent that the selection of Nevada law as governing under this Note (i)
has a reasonable nexus to each of the Parties and to the transactions contemplated by the Note; and (ii) does not offend any public
policy of Nevada, Massachusetts, or of any other state, federal, or other jurisdiction.  Any action brought by either
party against the other arising out of or related to this Note, or any other agreements between the parties, shall be commenced
only in the state or federal courts of general jurisdiction located in the Commonwealth of Massachusetts, except that all such
disputes between the parties shall be subject to alternative dispute resolution through binding arbitration at the Holder’s
sole discretion and election (regardless of which party initiates the legal proceedings). The parties to this Note hereby
irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense
based on lack of jurisdiction or venue or based upon forum non conveniens. The parties agree that, in connection with any
such arbitration proceeding, each shall submit or file any claim which would constitute a compulsory counterclaim within the same
proceeding as the claim to which it relates. Any such claim that is not submitted or filed in such proceeding shall be waived
and such party will forever be barred from asserting such a claim. Both parties agree to submit to the jurisdiction of such courts
or to such arbitration panel, as the case may be.



    	 	20	 



     


    




If the Holder elects
alternative dispute resolution by arbitration, the arbitration proceedings shall be conducted in the Commonwealth of Massachusetts
and administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and Mediation Procedures
in effect on the Issue Date, except as modified by this Note. The Holder’s election to arbitrate shall be made in writing,
delivered to the other party, and filed with the American Arbitration Association. The American Arbitration Association must receive
the demand for arbitration prior to the date when the institution of legal or equitable proceedings would be barred by the applicable
statute of limitations, unless legal or equitable proceedings between the parties have already commenced, and the receipt by the
American Arbitration Association of a written demand for arbitration also shall constitute the institution of legal or equitable
proceedings for statute of limitations purposes. The parties shall be entitled to limited discovery at the discretion of the arbitrator(s)
who may, but are not required to, allow depositions. The parties acknowledge that the arbitrators’ subpoena power is not
subject to geographic limitations. The arbitrator(s) shall have the right to award individual relief which he or she deems proper
under the evidence presented and applicable law and consistent with the parties’ rights to, and limitations on, damages and
other relief as expressly set forth in this Note. The award and decision of the arbitrator(s) shall be conclusive and binding on
all parties, and judgment upon the award may be entered in any court of competent jurisdiction. The Holder reserves the right,
but shall have no obligation, to advance the Issuer’s share of the costs, fees and expenses of any arbitration proceeding,
including any arbitrator fees, in order for such arbitration proceeding to take place, and by doing so will not be deemed to have
waived or relinquished its right to seek the recovery of those amounts from the arbitrator, who shall provide for such relief in
the final award, in addition to the costs, fees, and expenses that are otherwise recoverable. The foregoing agreement to arbitrate
shall be specifically enforceable under applicable law in any court having jurisdiction thereof.


THE BORROWER HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.


The
prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that
any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable
statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall
be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under
any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably
waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this
Note or any other related transaction document by mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any other manner permitted by law.​ 



    	 	21	 



     


    




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


 


4.8  Purchase Agreement.
By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.


 


4.9  Notice of Corporate
Events. Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder of Common Stock unless
and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior notification
of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders).
In the event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are
entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including
by way of merger, consolidation, reclassification or recapitalization) any share of any class or any other securities or property,
or to receive any other right, or for the purpose of determining shareholders who are entitled to vote in connection with any proposed
sale, lease or conveyance of all or substantially all of the assets of the Borrower or any proposed liquidation, dissolution or
winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20) days prior to the record date
specified therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier), of the date
on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief statement
regarding the amount and character of such dividend, distribution, right or other event to the extent known at such time. The Borrower
shall make a public announcement of any event requiring notification to the Holder hereunder substantially simultaneously with
the notification to the Holder in accordance with the terms of this Section 4.9 including, but not limited to, name changes, recapitalizations,
etc. as soon as possible under law.


 


4.10         
Usury. If Notwithstanding any provision in this Note or the related transaction documents to the contrary,
the total liability for payments of interest and payments in the nature of interest, including, without limitation,
all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit
imposed by the usury laws of the jurisdiction governing this Note or any other applicable law. In the event the
total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges,
fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate
of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of
the jurisdiction governing this Note, all sums in excess of those lawfully collectible as interest for the period in
question shall, without further agreement or notice by,





 



    	 	22	 



     


    




 


between, or to any party hereto, be applied to the reduction
of the outstanding principal balance due hereunder immediately upon receipt of such sums by the Holder
hereof, with the same force and effect as though the Company had specifically designated such excess sums to be so applied
to the reduction of the principal balance then outstanding, and the Holder hereof had agreed to accept
such sums as a penalty-free payment of principal; provided, however, that the Holder may, at any time and from time
to time, elect, by notice in writing to the Company, to waive, reduce, or limit the collection of any
sums in excess of those lawfully collectible as interest, rather than accept such sums as a prepayment of the principal
balance then outstanding. It is the intention of the parties that the Company does not intend or expect
to pay, nor does the Holder intend or expect to charge or collect any interest under this Note greater than the
highest non-usurious rate of interest which may be charged under applicable law.


 


4.11         
Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the
Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that
the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened
breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies
at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing
or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing
economic loss and without any bond or other security being required. No provision of this Note shall alter or impair the obligation
of the Borrower, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and
rate, and in the form, herein prescribed.


 


4.12         
Severability. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule
of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified
to conform to such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision hereof.


 


4.13         
Dispute Resolution. In the case of a dispute as to the determination of the Conversion Price, Conversion Amount, any prepayment
amount or Default Amount, Default Sum, Issue, Closing or Maturity Date, the closing bid price, or fair market value (as the case
may be) or the arithmetic calculation of the Conversion Price or the applicable prepayment amount(s) (as the case may be), the
Borrower or the Holder shall submit the disputed determinations or arithmetic calculations via facsimile (i) within two (2) Business
Days after receipt of the applicable notice giving rise to such dispute to the Borrower or the Holder or (ii) if no notice gave
rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and
the Borrower are unable to agree upon such determination or calculation within two (2) Business Days of such disputed determination
or arithmetic calculation (as the case may be) being submitted to the Borrower or the Holder, then the Borrower shall, within
two (2) Business Days, submit via facsimile (a) the disputed determination of the Conversion Price, the closing bid price, the
or fair market value (as the case may be) to an independent, reputable investment bank selected by the Borrower and approved by
the Holder or (b) the disputed arithmetic calculation of the Conversion Price, Conversion Amount, any prepayment amount or Default
Amount, Default Sum to an independent, outside accountant selected by the Holder that is reasonably acceptable to the Borrower.
The Borrower shall cause at its expense the investment bank or the accountant to perform the determinations or calculations and
notify the Borrower and the Holder of the results no later than ten (10) Business Days from the time it receives such disputed
determinations or calculations. Such investment bank’s or accountant’s determination or calculation shall be binding
upon all parties absent demonstrable error.



    	 	23	 



     


    




4.14         
[Intentionally Omitted].


4.15         
[Intentionally Omitted].


4.16       
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 (1) 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 such 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 its Subsidiaries.


4.17Right of First
Refusal. If at any time while this Note is outstanding, the Borrower has a bona fide offer of capital or financing in any amount
within the parameter of $75,000.00 through $150,000.00, from any 3rd party, that the Borrower intends to act upon, then the Borrower
must first offer such opportunity to the Holder to provide such capital or financing to the Borrower on the same terms as each
respective 3rd party’s terms. Should the Holder be unwilling or unable to provide such capital or financing to the Borrower
within 5 trading days from Holder’s receipt of written notice of the offer (the “Offer Notice”) from the Borrower,
then the Borrower may obtain such capital or financing from that respective 3rd party upon the exact same terms and conditions
offered by the Borrower to the Holder, which transaction must be completed within 30 days after the date of the Offer Notice. If
the Borrower does not receive the capital or financing from the respective 3rd party within 30 days after the date of the respective
Offer Notice, then the Borrower must again offer the capital or financing opportunity to the Holder as described above, and the
process detailed above shall be repeated. The Offer Notice must be sent via electronic mail to Admin@EquiluxGroup.com.





[signature page to follow]


 




    	 	24	 



     


    

 


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


 


 


SKINVISIBLE, INC.


 


 


By: /s/ Terry Howlett


Name: Terry Howlett


Title: Chief Executive Officer


 






    	 	25