Exhibit 10.1


 


 


 


THIS INSTRUMENT CONTAINS AN AFFIDAVIT
OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A
JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE.


 


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


 


	Principal Amount: $225,000.00	Issue Date: June 4, 2021
	Actual Amount of Purchase Price: $202,500.00	 


 


PROMISSORY NOTE


 


FOR VALUE
RECEIVED, ECO INNOVATION GROUP, INC., a Nevada corporation (hereinafter called the “Borrower” or the “Company”)
(Trading Symbol: ECOX), hereby promises to pay to the order of LABRYS FUND, LP, a Delaware limited partnership, or registered assigns
(the “Holder”), in the form of lawful money of the United States of America, the principal sum of $225,000.00, which amount
is the $202,500.00 actual amount of the purchase price (the “Consideration”) hereof plus an original issue discount in the
amount of $22,500.00 (the “OID”) (subject to adjustment herein) (the “Principal Amount”) and to pay interest on
the unpaid Principal Amount hereof at the rate of twelve percent (12%) (the “Interest Rate”) per annum (with the understanding
that the first twelve months of interest (equal to $27,000.00) shall be guaranteed and earned in full as of the Issue Date) from the date
hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment
or otherwise, as further provided herein. The maturity date shall be twelve (12) months from the Issue Date (the “Maturity Date”),
and is the date upon which the Principal Sum, the OID, as well as any accrued and unpaid interest and other fees, shall be due and payable.


 


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


 


Any Principal
Amount or interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) sixteen percent (16%)
per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid (“Default Interest”).
Default Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed.


 


All payments due
hereunder (to the extent not converted into shares of common stock, $0.001 par value per share, of the Borrower (the “Common Stock”)
in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such
address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever
any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due
on the next succeeding day which is a business day.


 


Each capitalized
term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement, dated
as of the Issue Date, pursuant to which this Note was originally issued (the “Purchase Agreement”). As used in this Note,
the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of
New York, New York are authorized or required by law or executive order to remain closed. As used herein, the term “Trading Day”
means any day that shares of Common Stock are listed for trading or quotation on the Principal Market (as defined in the Purchase Agreement),
provided, however, that if the Common Stock is not then listed or quoted on any Principal Market, then any calendar day.


 






    	  





    	 



    

 


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


 


The following terms shall also apply to this Note:


 


ARTICLE I. CONVERSION RIGHTS


 


1.1
Conversion Right. The Holder shall have the right, on any calendar day, at any time on or following the Issue Date, to convert
all or any portion of the then outstanding and unpaid Principal Amount and interest (including any Default Interest) into fully paid and
non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities
of the Borrower into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined below) determined
as provided herein (a “Conversion”); provided, however, that notwithstanding anything to the contrary contained herein,
the a Holder shall not have the right to convert any portion of this Note, pursuant to Section 1 or otherwise, to the extent that after
giving effect to such issuance after conversion as set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s
affiliates (the “Affiliates”), and any other Persons (as defined below) acting as a group together with the Holder or any
of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial
Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned
by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of this Note with respect
to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) conversion
of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties and
(ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation
on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution
Parties. Except as set forth in the preceding sentence, for purposes of this Section 1.1, beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder
that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as
to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. For purposes of this Section 1.1, in determining the number of outstanding shares of Common Stock, a Holder may
rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report
filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice
by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request
of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock
then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion
or exercise of securities of the Company, including this Note, by the Holder or its Affiliates or Attribution Parties since the date as
of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99%
of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. “Person” and
“Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated
organization, any other entity and any governmental entity or any department or agency thereof. The limitations contained in this paragraph
shall apply to a successor holder of this Note. The number of Conversion Shares to be issued upon each conversion of this Note shall be
determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified
in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the
Borrower or Borrower’s transfer agent by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion
is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower or Borrower’s
transfer agent before 11:59 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion
Amount” means, with respect to any conversion of this Note, the sum of (1) the Principal Amount of this Note to be converted in
such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such Principal Amount at the Interest
Rate to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the
immediately preceding clauses (1) and/or (2).


 






    	  





    	 



    

 


		1.2	Conversion Price.



 


(a) 
Calculation of Conversion Price. The per share conversion price into which Principal Amount
and interest (including any Default Interest) under this Note shall be convertible into shares of Common Stock hereunder (the “Conversion
Price”) shall equal $0.023. If at any time the Conversion Price as determined hereunder for any conversion would be less than the
par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for
such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional
Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion
shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price
not been adjusted by the Holder to the par value price. The Conversion Price is 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. Holder shall be entitled to deduct
$1,750.00 from the conversion amount in each Notice of Conversion to cover Holder’s fees associated with each Notice of Conversion.


 


1.3  
Authorized and Reserved Shares. The Borrower covenants that at all times until the Note is
satisfied in full, 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 a number of Conversion Shares equal to the greater of: (a) 16,434,782 shares of Common Stock or
(b) the sum of (i) the number of Conversion Shares issuable upon the full conversion of this Note (assuming no payment of Principal Amount
or interest) at the time of such calculation (taking into consideration any adjustments to the Conversion Price as provided in this Note)
multiplied by (ii) one and a half (1.5) (the “Reserved Amount”). The Borrower represents that upon issuance, the Conversion
Shares will be duly and validly issued, fully paid and non-assessable. The Borrower (i) acknowledges that it has irrevocably instructed
its transfer agent to issue certificates for the Conversion Shares or instructions to have the Conversion Shares issued as contemplated
by Section 1.4(f) hereof, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who
are charged with the duty of executing stock certificates or cause the Company to electronically issue shares of Common Stock to execute
and issue the necessary certificates for the Conversion Shares or cause the Conversion Shares to be issued as contemplated by Section
1.4(f) hereof in accordance with the terms and conditions of this Note.


 


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


 


		1.4	Method of Conversion.



 


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


 


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


 


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


 






    	  





    	 



    

 


(d) 
Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower or Borrower’s
transfer agent from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion
meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and
delivered to or upon the order of the Holder certificates for the Conversion Shares (or cause the electronic delivery of the Conversion
Shares as contemplated by Section 1.4(f) hereof) within one (1) Trading Day after such receipt (the “Deadline”) (and, solely
in the case of conversion of the entire unpaid Principal Amount and interest (including any Default Interest) under this Note, surrender
of this Note). If the Company shall fail for any reason or for no reason to issue to the Holder on or prior to the Deadline a certificate
for the number of Conversion Shares or to which the Holder is entitled hereunder and register such Conversion Shares on the Company’s
share register or to credit the Holder’s balance account with DTC (as defined below) for such number of Conversion Shares to which
the Holder is entitled upon the Holder’s conversion of this Note (a “Conversion Failure”), then, in addition to all
other remedies available to the Holder, (i) the Company shall pay in cash to the Holder on each day after the Deadline and during such
Conversion Failure an amount equal to 2.0% of the product of (A) the sum of the number of Conversion Shares not issued to the Holder on
or prior to the Deadline and to which the Holder is entitled and (B) the closing sale price of the Common Stock on the Trading Day immediately
preceding the last possible date which the Company could have issued such Conversion Shares to the Holder without violating this Section
1.4(d); and (ii) the Holder, upon written notice to the Company, may void all or any portion of such Notice of Conversion; provided that
the voiding of all or any portion of a Notice of Conversion shall not affect the Company’s obligations to make any payments which
have accrued prior to the date of such notice. In addition to the foregoing, if on or prior to the Deadline the Company shall fail to
issue and deliver a certificate to the Holder and register such Conversion Shares on the Company’s share register or credit the
Holder’s balance account with DTC for the number of Conversion Shares to which the Holder is entitled upon the Holder’s exercise
hereunder or pursuant to the Company’s obligation pursuant to clause (ii) below, and if on or after such Trading Day the Holder
purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares
of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company, then the Company shall, within two
(2) Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount
equal to the Holder’s total purchase price (including brokerage commissions and other reasonable and customary out-of-pocket expenses,
if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to
deliver such certificate (and to issue such Conversion Shares) or credit such Holder’s balance account with DTC for such Conversion
Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such
Conversion Shares or credit such Holder’s balance account with DTC and pay cash to the Holder in an amount equal to the excess (if
any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the closing sales price of the Common
Stock on the date of exercise. Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at
law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver certificates representing the Conversion Shares (or to electronically
deliver such Conversion Shares) upon the conversion of this Note as required pursuant to the terms hereof.


 


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


 






    	  





    	 



    

 


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


 


1.5  
Concerning the Shares. The Conversion Shares issuable upon conversion of this Note may not
be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the 1933 Act or (ii) the
Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be the Legal Counsel Opinion
(as defined in the Purchase Agreement)) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to
an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144, Rule 144A, Regulation S, or other
applicable exemption, or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees
to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the
Purchase Agreement). Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until
such time as the Conversion Shares have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation
S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately
sold, each certificate for the Conversion Shares that has not been so included in an effective registration statement or that has not
been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially
in the following form, as appropriate:


 


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


 


The legend set
forth above shall be removed and the Company shall issue to the Holder a certificate for the applicable Conversion Shares without such
legend upon which it is stamped or (as requested by the Holder) issue the applicable Conversion Shares by electronic delivery by crediting
the account of such holder’s broker with DTC, if, unless otherwise required by applicable state securities laws: (a) such Conversion
Shares are registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to
Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular
date that can then be immediately sold, or (b) the Company or the Holder provides the Legal Counsel Opinion (as contemplated by and in
accordance with Section 4(m) of the Purchase Agreement) to the effect that a public sale or transfer of such Conversion Shares may be
made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected.
The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Holder agrees
to sell all Conversion Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance with
applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by
the Holder with respect to the transfer of Conversion Shares pursuant to an exemption from registration, such as Rule 144, Rule 144A,
Regulation S, or other applicable exemption, at the Deadline, notwithstanding that the conditions of Rule 144, Rule 144A, Regulation S,
or other applicable exemption, as applicable, have been met, it will be considered an Event of Default under this Note.


 


 






    	  





    	 



    

 


 


		1.6	Effect of Certain Events.



 


(a)   
Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or
disposition of all or substantially all of the assets of the Borrower, or the consolidation, merger or other business combination of the
Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed
to be an Event of Default pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition
to such transaction an amount equal to the Default Amount (defined in Section 3.21) 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 this Note, there shall be any merger, consolidation, exchange of shares, recapitalization,
reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or
a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale
or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of
the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and
upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion,
such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted
in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case
appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions
hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion
of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable
upon the conversion hereof. The Borrower shall not effectuate any transaction described in this Section 1.6(b) unless (a) it first gives,
to the extent practicable, at least thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice)
of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger,
consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder
shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument
the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers
or share exchanges.


 


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


 


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


 






    	  





    	 



    

 


(e)   
Dilutive Issuance. If the Borrower, at any time while this Note or any amounts due hereunder
are outstanding, issues, sells or grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase,
or sells or grants any right to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces
any sale, grant or any option to purchase or other disposition), any Common Stock or other securities convertible into, exercisable for,
or otherwise entitle any person or entity the right to acquire, shares of Common Stock (including, without limitation, upon conversion
of this Note, and any convertible notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective
price per share that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances,
collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Stock or other securities so issued
shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices
or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive
shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have
occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced, at the
option of the Holder, to a price equal to the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or other
securities are issued. By way of example, and for the avoidance of doubt, if the Company issues a convertible promissory note (including
but not limited to a Variable Rate Transaction), and the holder of such convertible promissory note has the right to convert it into Common
Stock at an effective price per share that is lower than the then Conversion Price (including but not limited to a conversion price with
a discount that varies with the trading prices of or quotations for the Common Stock), then the Holder has the right to reduce the Conversion
Price to such Base Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices
of or quotations for the Common Stock) in perpetuity regardless of whether the holder of such convertible promissory note ever effectuated
a conversion at the Base Conversion Price. Notwithstanding the foregoing, no adjustment will be made under this Section 1.6(e) in respect
of an Exempt Issuance. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this
Section 1.6(e) shall be calculated as if all such securities were issued at the initial closing.


 


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


 


(f)    
Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion
Price as a result of the events described in Section 1.6 of this Note, the Borrower shall, at its expense and within one (1) calendar
day after the occurrence of each respective adjustment or readjustment of the Conversion Price, compute such adjustment or readjustment
and prepare and furnish to the Holder a certificate setting forth (i) the Conversion Price in effect at such time based upon the Dilutive
Issuance, (ii) 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, (iii) the detailed facts upon which such adjustment or readjustment is based, and (iv) copies of
the documentation (including but not limited to relevant transaction documents) that evidences the adjustment or readjustment. In addition,
the Borrower shall, within one (1) calendar day after each written request from the Holder, furnish to such Holder a like certificate
setting forth (i) the Conversion Price in effect at such time based upon the Dilutive Issuance, (ii) 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, (iii) the detailed
facts upon which such adjustment or readjustment is based, and (iv) copies of the documentation (including but not limited to relevant
transaction documents) that evidences the adjustment or readjustment. For the avoidance of doubt, each adjustment or readjustment of the
Conversion Price as a result of the events described in Section 1.6 of this Note shall occur without any action by the Holder and regardless
of whether the Borrower complied with the notification provisions in Section 1.6 of this Note.


 


1.7  
[Intentionally Omitted].


 






    	  





    	 



    

 


 


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


 


1.9  
Prepayment. At any time prior to the date that an Event of Default occurs under this Note
(the “Prepayment Period”), the Borrower shall have the right, exercisable on three (3) Trading Days prior written notice to
the Holder of the Note, to prepay the outstanding Principal Amount and interest then due under this Note in accordance with this Section
1.9. 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 three (3) Trading Days from the date of the Optional Prepayment Notice (the “Optional Prepayment Date”). The
Holder shall have the right, at all times prior to the actual receipt of the full prepayment amount on the Optional Prepayment Date, to
instead convert all or any portion of the Note pursuant to the terms of this Note, including the amount of this Note to be prepaid by
the Borrower in accordance with this Section 1.9. On the Optional Prepayment Date, the Borrower shall make payment of the amounts designated
below to or upon the order of the Holder as specified by the Holder in writing to the Borrower. If the Borrower exercises its right to
prepay the Note in accordance with this Section 1.9, the Borrower shall make payment to the Holder of an amount in cash equal to the sum
of: (w) 100% multiplied by the Principal Amount then outstanding plus (x) accrued and unpaid interest on the Principal Amount to
the Optional Prepayment Date plus (y) $750.00 to reimburse Holder for administrative fees. 


 


If the Borrower delivers an Optional
Prepayment Notice and fails to pay the applicable prepayment amount due to the Holder of the Note as provided in this Section 1.9, then
the Borrower shall forever forfeit its right to prepay any part of the Note pursuant to this Section 1.9.


 


1.10  
Repayment from Proceeds. If, at any time prior to the full repayment or full conversion of
all amounts owed under this Note, the Company receives cash proceeds from any source or series of related or unrelated sources, including
but not limited to, from payments from customers, the issuance of equity or debt, the conversion of outstanding warrants of the Borrower,
the issuance of securities pursuant to an equity line of credit of the Borrower or the sale of assets, the Borrower shall, within one
(1) business day of Borrower’s receipt of such proceeds, inform the Holder of or publicly disclose such receipt, following which
the Holder shall have the right in its sole discretion to require the Borrower to immediately apply up to all of such proceeds to repay
all or any portion of the outstanding Principal Amount and interest (including any Default Interest) then due under this Note. Failure
of the Borrower to comply with this provision shall constitute an Event of Default.


 


ARTICLE II. RANKING AND
CERTAIN COVENANTS


 


2.1  
Ranking and Security. This Note shall have priority over all unsecured indebtedness of the
Borrower.


2.2  
Other Indebtedness. So long as the Borrower shall have any obligation under this Note, the
Borrower shall not (directly or indirectly through any Subsidiary or affiliate) incur or suffer to exist or guarantee any unsecured indebtedness
that is senior to or pari passu with (in priority of payment and performance) the Borrower’s obligations hereunder.


 


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


 






    	  





    	 



    

 


 


2.4  
Restriction on Stock Repurchases and Debt Repayments. So long as the Borrower shall have any
obligation under this Note, the Borrower shall not without the Holder’s written consent redeem, repurchase or otherwise acquire
(whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions
any shares of capital stock of the Borrower or any warrants, rights or options to purchase or acquire any such shares, or repay any pari
passu or subordinated indebtedness of Borrower.


 


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


 


2.6    
Advances and Loans; Affiliate Transactions. So long as the Borrower shall have any obligation
under this Note, the Borrower shall not, without the Holder’s written consent, lend money, give credit, make advances to or enter
into any transaction with any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees,
subsidiaries and affiliates of the Borrower, except loans, credits or advances (a) in existence or committed on the Issue Date and which
the Borrower has informed Holder in writing prior to the Issue Date, (b) in regard to transactions with unaffiliated third parties, made
in the ordinary course of business or (c) in regard to transactions with unaffiliated third parties, not in excess of $100,000. So long
as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, repay any
affiliate (as defined in Rule 144) of the Borrower
in connection with any indebtedness or accrued amounts owed to any such party.


 


2.7 
Section 3(a)(9) or 3(a)(10) Transaction. So long as this Note is outstanding, the Borrower
shall not enter into any transaction or arrangement structured in accordance with, based upon, or related or pursuant to, in whole or
in part, either Section 3(a)(9) of the Securities Act (a “3(a)(9) Transaction”) or Section 3(a)(10) of the Securities Act
(a “3(a)(10) 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)(10) Transaction while this note is outstanding, a liquidated damages charge of 25% of the outstanding
principal balance of this Note, but not less than $25,000, will be assessed and will become immediately due and payable to the Holder
at its election in the form of a cash payment or added to the balance of this Note (under Holder's and Borrower's expectation that this
amount will tack back to the Issue Date).


 


2.8 
Preservation of Business and Existence, etc. So long as the Borrower shall have any obligation
under this Note, the Borrower shall not, without the Holder’s written consent, (a) change the nature of its business;


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


 


2.9 
Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment
of its Certificate or Articles of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme
of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Note, and will at all times in good faith carry out all the provisions of this Note and take all action as
may be required to protect the rights of the Holder.


 


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


 


ARTICLE III. EVENTS OF DEFAULT


 


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


 


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


 






    	  





    	 



    

 


 


3.2 
Conversion and the Shares. The Borrower (i) fails to issue Conversion Shares to the Holder
(or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights
of the Holder in accordance with the terms of this Note, (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically
or in certificated form) any certificate for the Conversion Shares issuable to the Holder
upon conversion of or otherwise pursuant to this Note as and when required by this Note, (iii) fails to reserve the Reserved Amount at
all times, (iv) 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 the Conversion Shares issuable to the Holder upon conversion
of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove
or impairs, delays, 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 Conversion Shares issued to the Holder upon conversion of or otherwise pursuant to this
Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations
described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor
its obligations shall not be rescinded in writing) for two (2) Trading Days after the Holder shall have delivered a Notice of Conversion,
and/or (v) fails to remain current in its obligations to its transfer agent (including but not limited to payment 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 added to the principal balance of the Note.


 


3.3   
Breach of Agreements and Covenants. The Borrower breaches any covenant, agreement, or other
term or condition contained in the Purchase Agreement, this Note, Irrevocable Transfer Agent Instructions, Warrant (as defined in the
Purchase Agreement) (the “Warrant”), or in any agreement, statement or certificate given in writing pursuant hereto or in
connection herewith or therewith.


 


3.4  
Breach of Representations and Warranties. Any representation or warranty of the Borrower made
in the Purchase Agreement, this Note, Irrevocable Transfer Agent Instructions, Warrant, or in any agreement, statement or certificate
given in writing pursuant hereto or in connection herewith or therewith shall be false or misleading in any material respect when made
and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect
to this Note or the Purchase Agreement.


 


3.5    
Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment
for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of
its property or business, or such a receiver or trustee shall otherwise be appointed.


 


3.6  
Judgments. Any money judgment, writ or similar process shall be entered or filed against the
Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $100,000, and shall remain unvacated,
unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably
withheld.


 


3.7    
Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings,
voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the
Borrower or any subsidiary of the Borrower.


 


3.8  
Failure to Comply with the 1934 Act. At any time after the Issue Date, the Borrower shall
fail to comply with the reporting requirements of the 1934 Act and/or the Borrower shall cease to be subject to the reporting requirements
of the 1934 Act. 


 


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


 


3.10  
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.


 






    	  





    	 



    

 


 


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


 


3.12  
Financial Statement Restatement. The restatement of any financial statements filed by the
Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding.


 


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


 


3.14  
Cross-Default. The declaration of an event of default by any lender or other extender of credit
to the Company under any notes, loans, agreements or other instruments of the Company evidencing any indebtedness of the Company (including
those filed as exhibits to or described in the Company’s filings with the SEC), after the passage of all applicable notice and cure
or grace periods.


 


3.15  
Variable Rate Transactions. The Borrower consummates a Variable Rate Transaction at any time
on or after the Issue Date.


 


3.16  
Inside Information. Any attempt by the Borrower or its officers, directors, and/or affiliates
to transmit, convey, disclose, or any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or
affiliates of, material non-public information concerning the Borrower, to the Holder or its successors and assigns, which is not immediately
cured by Borrower’s filing of a Form 8-K pursuant to Regulation FD on that same date.


 


3.17  
Unavailability of Rule 144. If, at any time on or after the date that is six (6) calendar
months after the Issue Date, the Holder is unable to (i) obtain a standard “144 legal opinion letter” from an attorney reasonably
acceptable to the Holder, the Holder’s brokerage firm (and respective clearing firm), and the Borrower’s transfer agent in
order to facilitate the Holder’s conversion of any portion of the Note into free trading shares of the Borrower’s Common Stock
pursuant to Rule 144, and/or (ii) thereupon deposit such shares into the Holder’s brokerage account.


 


3.18  
Delisting, Suspension, or Quotation of Trading of Common Stock. If, at any time on or after
the Issue Date, the Borrower’s Common Stock (i) is suspended from trading, (ii) halted from trading, and/or (iii) fails to be quoted
or listed (as applicable) on a Principal Market.


 


 


3.19   
Failure to Pay an Interim Payment. The Borrower fails to pay the Interim Payment (as defined
in this Note) when due as provided in Section 4.16 of this Note.


 


3.20   
Use of Proceeds. The Borrower shall fail to provide to Holder, within three (3) business days
after the Issue Date, evidence of the Borrower’s payment of all amounts outstanding under the convertible note issued by the Company
on or around January 20, 2021, in the original principal amount of $45,000, all amounts outstanding under the convertible note issued
by the Company on or around March 8, 2021, in the original principal amount of $53,500, and all amounts outstanding under the convertible
note issued by the Company on or around April 23, 2021, in the original principal amount of $45,000.


 


3.21   
Rights and Remedies Upon an Event of Default. Upon the occurrence of any Event of Default
specified in this Article III, this Note shall become immediately due and payable, and the Borrower shall pay to the Holder, in full satisfaction
of its obligations hereunder, an amount equal to the Principal Amount then outstanding plus accrued interest (including any Default Interest)
through the date of full repayment multiplied by 125% (collectively the “Default Amount”), as well as all costs, including,
without limitation, legal fees and expenses, of collection, all without demand, presentment or notice, all of which hereby are expressly
waived by the Borrower. Holder may, in its sole discretion, determine to accept payment part in Common Stock and part in cash. For purposes
of payments in Common Stock, the conversion formula set forth in Section 1.2 shall apply as well as all other provisions of this Note.
The Holder shall be entitled to exercise all other rights and remedies available at law or in equity.


 






    	  





    	 



    

 


 


Upon the occurrence of any Event
of Default, and in addition to any other right or remedy of the Holder hereunder, under the related transaction documents, or otherwise
at law or in equity, the Borrower hereby irrevocably authorizes and empowers Holder or its legal counsel, each as the Borrower’s
attorney-in-fact, to appear ex parte and with notice to the Borrower to confess judgment against the Borrower for the unpaid amount of
this Note. The judgment shall set forth the amount then due hereunder, plus attorney’s fees and cost of suit, and to release all
errors, and waive all rights of appeal. The Borrower waives the right to contest Holder’s rights under this section, including without
limitation the right to any stay of execution and the benefit of all exemption laws now or hereafter in effect. No single exercise of
the foregoing right and power to confess judgment will be deemed to exhaust such power, whether or not any such exercise shall be held
by any court to be invalid, voidable, or void, and such power shall continue undiminished and may be exercised from time to time as the
Holder may elect until all amounts owing on this Note have been paid in full. The Borrower shall provide a signed and notarized copy of
the of the affidavit of confession of judgment attached hereto as Exhibit “B” on or before the Closing Date.


 


ARTICLE IV. MISCELLANEOUS


 


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


 


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


 


 


 


If to the Borrower, to:


 


ECO INNOVATION GROUP, INC.


16525 Sherman Way, Suite C-1


Van Nuys, CA 91406


Attention: Julia Otey-Raudes


e-mail: julia.otey@ecoig.com


 


If to the Holder:


 


LABRYS FUND, LP


48 Parker Road


Wellesley, MA 02482


e-mail: admin@equiluxgroup.com


 


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


 






    	  





    	 



    

 


 


4.4  
Assignability. This Note shall be binding upon the Borrower and its successors and assigns,
and shall inure to be the benefit of the Holder and its successors and assigns. The Borrower shall not assign this Note or any rights
or obligations hereunder without the prior written consent of the Holder. The Holder may assign its rights hereunder to any “accredited
investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction from the Holder or to any of its “affiliates”,
as that term is defined under the 1934 Act, without the consent of the Borrower. Notwithstanding anything in this Note to the contrary,
this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. The Holder and any
assignee, by acceptance of this Note, acknowledge and agree that following conversion of a portion of this Note, the unpaid and unconverted
principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.


 


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


 


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


 


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


 


4.8  
Purchase Agreement. The Company and the Holder shall be bound by the applicable terms of the
Purchase Agreement and the documents entered into in connection herewith and therewith.


 


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


 






    	  





    	 



    

 


 


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


 


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


 


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


 


 


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


 


4.14   
Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the
Borrower or any of its subsidiaries of any security, or amendment to a security that was originally issued before the Issue Date, with
any term that the Holder reasonably believes is more favorable to the holder of such security or with a term in favor of the holder of
such security that the Holder reasonably believes was not similarly provided to the Holder in this Note, then (i) the Borrower shall notify
the Holder of such additional or more favorable term within one (1) business day of the issuance and/or amendment (as applicable) of the
respective security, and (ii) such term, at Holder’s option, shall become a part of the transaction documents with the Holder (regardless
of whether the Borrower complied with the notification provision of this Section 4.14). The types of terms contained in another security
that may be more favorable to the holder of such security include, but are not limited to, terms addressing prepayment rate, interest
rates, and original issue discounts.


 


 






    	  





    	 



    

 


4.15   
Dispute Resolution. In the case of a dispute as to the determination of the Conversion Price,
Conversion Amount, any prepayment amount or Default Amount, Issue, Closing or Maturity Date, the closing bid price, or fair market value
(as the case may be) or the arithmetic calculation of the Conversion Price or the applicable prepayment amount(s) (as the case may be),
the Borrower or the Holder shall submit the disputed determinations or arithmetic calculations via facsimile (i) within one (1) Trading
Day after receipt of the applicable notice giving rise to such dispute to the Borrower or the Holder or (ii) if no notice gave rise to
such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Borrower are
unable to agree upon such determination or calculation within one (1) Trading Day 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 one (1) Trading Day, submit (a) the
disputed determination of the Conversion Price, the closing bid price, the or fair market value (as the case may be) to an independent,
reputable investment bank selected by the Borrower and approved by the Holder or (b) the disputed arithmetic calculation of the Conversion
Price, Conversion Amount, any prepayment amount or Default Amount, to an independent, outside accountant selected by the Holder that is
reasonably acceptable to the Borrower. The Borrower shall cause at its expense the investment bank or the accountant to perform the determinations
or calculations and notify the Borrower and the Holder of the results no later than one (1) Trading Day from the time it receives such
disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation shall be binding
upon all parties absent demonstrable error.


 


4.16   
Interim Payment. In addition to all other obligations under this Note, the Borrower shall
pay $49,500.00 in cash to the Holder on or before December 1, 2021 (the "Interim Payment”) for the repayment of the OID (equal
to $22,500.00) and the guaranteed interest (equal to $27,000.00) under the Note.


 


4.17   
Right of First Refusal. If at any time while this Note is outstanding, the Borrower has a
bona fide offer of capital or financing 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 five (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 follows]


 


 




    	 



    	 



    

IN WITNESS WHEREOF, Borrower
has caused this Note to be signed in its name by its duly authorized officer on June 4, 2021.


 


ECO INNOVATION GROUP, INC.


 


 


	By:
/s/ Julia Otey-Raudes
	Name: Julia Otey-Raudes
	Title: Chief Executive Officer


 

 

 

 

 

 



    	 



    	 



    

EXHIBIT A -- NOTICE OF CONVERSION


 


The undersigned
hereby elects to convert $ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued
pursuant to the conversion of the Note (“Common Stock”) as set forth below, of ECO INNOVATION GROUP, INC., a Nevada
corporation (the “Borrower”), according to the conditions of the promissory note of the Borrower dated as of June 4, 2021
(the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes,
if any.


 


Box Checked as to applicable instructions:


 


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


 


	☐	
    The undersigned hereby requests that the Borrower issue a certificate
    or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation

    attached hereto) in the name(s) specified immediately
    below or, if additional space is necessary, on an attachment hereto:



 


 


 


	Date of Conversion:	 
	Applicable Conversion Price:	$
	
    Number of Shares of Common Stock to be

    Issued Pursuant to Conversion
    of the Note:
	
     

     

	Amount of Principal Balance Due remaining Under the Note after this conversion:	
     

     



 


	By:
	Name:
	Title:
	Date:


 




    	 



    	 



    

 


EXHIBIT B – CONFESSION
OF JUDGMENT


 


(see attached)


 


 


 


 


 




    	 



    	 



    

 




Affidavit of Confession of Judgment


 


 





	


COMMONWEALTH OF MASSACHUSETTS

	 	Index No.
	LABRYS FUND, LP,	 	 
	 	Plantiff,	AFFIDAVIT OF CONFESSION OF JUDGEMENT
	 	Defendant	 
	ECO INNOVATION GROUP, INC.,	 	 
	COMMONWEALTH OF MASSACHUSETTS 	 	 
	 	ss:	 
	 	 	 



 








Julia Otey-Raudes, being duly sworn, hereby deposes and says:


1.       
I am the Chief Executive Officer of defendant ECO INNOVATION GROUP, INC., a Nevada corporation (“Borrower”). As such, I am
fully familiar with all the facts and circumstances recited herein on personal knowledge. Borrower has its principal place of business
at 16525 Sherman Way, Suite C-1, Van Nuys, CA 91406. On behalf of the Borrower, I hereby confess judgment in favor of Labrys Fund, LP
(“Labrys Fund”), residing at 48 Parker Road, Wellesley, MA 02482, in the amount of $225,000.00, less any payments made on
or after the date of this affidavit of confession of judgment, plus Default Interest (as defined in the Note (as defined herein)) on said
amount and all other applicable penalties under the Note. In no event shall interest payable hereunder exceed the maximum permissible
under applicable law.


2.       I
hereby authorize the federal courts and/or state courts located in the Commonwealth of Massachusetts to enter judgment against Borrower
in the amount of in the amount of $225,000.00, less any payments made on or after the date of this affidavit of confession of judgment,
plus Default Interest on said amount and all other applicable penalties under the Note, plus the costs and attorneys’ fees that
are set forth below, less any payments made on or after the date of this affidavit of confession of judgment, upon Borrower’s failure
for any reason to timely make any payment to Labrys Fund called for by the promissory note between of the parties, dated June 4, 2021
(the “Note”), due to the occurrence of an Event of Default (as defined in the Note) under the Note.


 



    	  





    	 



    




3.       In
order to secure these obligations, Borrower agreed to simultaneously deliver with the execution of the Note this Affidavit of Confession
of Judgment.


4.       The
sums confessed pursuant to this affidavit of confession of judgment are justly due and owing to Labrys Fund under the following circumstances:
Borrower entered into the Note pursuant to which Borrower promised to pay to the order of Labrys Fund the principal sum of $225,000.00
plus interest as provided for therein. The amounts confessed by this affidavit represent a promissory note investment by Labrys Fund in
Borrower and arise out of Borrower’s breach of its obligations under the Note.


5.       Borrower
agrees to pay any and all costs and expenses incurred by Labrys Fund in enforcing the terms of this affidavit of confession of judgment,
including reasonable attorneys’ fees and expenses at the rate of $475.00 per hour that Labrys Fund incurs or is billed for in connection
with enforcing the terms of the affidavit of confession of judgment, entering any Judgment, collecting upon said Judgment, and defending
or prosecuting any appeals.


 


 


[signature page to follow]


 
 
 



    	  





    	 



    



ECO INNOVATION GROUP, INC.


 


 


By: /s/ Julia Otey-Raudes


Name: Julia Otey-Raudes


Title: Chief Executive Officer


 


 


 


STATE OF California )


ss.:


COUNTY OF Los Angeles )


 


ACKNOWLEDGMENT


 


On   06/07   , 2021
before me personally came Julia Otey-Raudes      , to me known, who, by me duly sworn, did depose
and say that deponent is an officer of ECO INNOVATION GROUP, INC., the corporation described in, and which executed the foregoing affidavit
of confession of judgment, that deponent knows the seal of the corporation, that the seal affixed to the affidavit of confession of judgment
is the corporation’s seal, that it was affixed by order of the board of directors of the corporation and that deponent signed deponent’s
name by like order.


 


 


 


             //signed//           


Notary Public


 


SEAL:


 


 


[Signature Page to Affidavit of Confession of Judgment]