Exhibit 10.1





 


EXCHANGE
AGREEMENT


 


This
Exchange Agreement (this “Agreement”) is made and entered into as of ___________, 2019 by and among Meso Numismatics,
Inc., a Nevada corporation, with offices located at 433 Plaza Real Suite 275 Boca Raton, Florida 3432, (the “Issuer”),
and _____________(the “Holder”). 


 


WHEREAS,
the Holder is the holder of Series BB Convertible Preferred Stock (“Series BB”), in the number of shares of Series
BB as set out in Annex A attached hereto; (collectively, the “Shares”); 


 


WHEREAS,
pursuant to the certificate of designation of the Series BB, the Issuer has elected to exchange the Shares for other indebtedness
as defined and upon the terms set forth herein below (“Indebtedness”); 


 


WHEREAS,
the Holder agrees to cancel its Shares pursuant to the terms and conditions set forth below in exchange for the Indebtedness
(the “Exchange”); and 


 


WHEREAS,
the Issuer and the Holder are entering into this Agreement to set forth the terms and conditions applicable to the Exchange; 


 


NOW,
THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged by the parties hereto, the parties
hereby hereto agree as follows: 


 


1.EXCHANGE
OF STOCK 


 


1.1
Exchange. 


 


(a)
The Holder hereby agrees, subject to the terms and conditions set forth herein, to the following:


 


(a)
Exchange the Shares held by the Holder calculated at a price per share equal to $1.20, for a total indebtedness in the amount
of ______________ (the “Indebtedness”). 


 


(b)
Subject to the terms and conditions of this Agreement, the consummation of the Exchange shall take place at a closing to be held
no later than thirty days from the date of the mailing of this Agreement (the “Closing”), at a time and place designated
by the parties hereto. At the Closing, the Issuer shall deliver to the Holder the Applicable Form of Indebtedness representing
the Indebtedness, as defined in subsection (f) herein below. 


 


(c)
The Holder hereby acknowledges and agrees that, upon its execution of this Agreement and in any event no later than December 2,
2019, the Holder shall no longer have any rights pertaining to the Shares pursuant to the Series BB Certificate of Designation,
including but not limited to, (i) any rights to convert any of the Shares into shares of Common Stock of the Issuer; and (ii)
any other rights pursuant to the Series BB Shares, save the Holder’s right to the Exchange pursuant to the Applicable Form
of Indebtedness.


 






     


     


    




 


(d)
The Parties further agree that, upon the Company’s mailing of this Agreement, the Holder shall have the option (“Option”),
within 30 days of such mailing date and subject to the execution of this Agreement (“Option Deadline”) to receive
the Indebtedness in the form of a convertible note (“Convertible Note”), a form of which is attached hereto as Annex
B.


 


(e)
Should the Holder choose to avail itself of the Option, the Holder shall give written notice of same to the Issuer at the time
of the execution of this Agreement, by completing Annex A attached hereto, and in any event prior to the Option Deadline (“Notice”),
and the Issuer shall issue such Convertible Note to the Holder at Closing.


 


(f)
Should the Holder not give the Issuer Notice within the Option Deadline, the Holder is hereby notified and agrees and acknowledges
that the Indebtedness shall automatically be issued to the Holder or on his behalf, in the form of a note (“Note”),
a form of which is attached hereto as Annex C (Convertible Note or Note referred to as “Applicable Form of
Indebtedness”).


 


(g)
The Applicable Form of Indebtedness issued pursuant to either subsection (d) or (f) herein above, will be issued in full satisfaction
and payment of the Shares.


 


1.2
Legend. Any underlying securities which may be issued pursuant to this Exchange, will bear any and all legends as may
be required pursuant to applicable law.





 


2.REPRESENTATIONS
AND WARRANTIES OF THE ISSUER 


 


The
Issuer hereby represents and warrants to the Holder that: 


 


2.1
Corporate Status. The Issuer is a corporation duly organized, validly existing and in good standing under the laws of
the State of Nevada and has all requisite corporate or other power and authority to carry on its business as now being conducted. 


 


2.2
Power and Authority; Binding Agreement. The Issuer has the requisite corporate power and authority to execute this Agreement
and to perform its obligations under, this Agreement, and the Issuer has taken all necessary corporate action to authorize the
execution, delivery and performance of this Agreement and the consummation of the Exchange. This Agreement has been duly executed
and delivered by the Issuer and, once executed by the Holder, constitutes the valid and binding agreement of the Issuer enforceable
against the Issuer in accordance with its terms. 


 


2.3
Non-Contravention. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated
by this Agreement, and compliance with the provisions hereof, will not, conflict with, or result in any violation of, or default
under the Certificate of Incorporation or By-laws of the Issuer. The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with,
or result in any violation of: (i) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to
the Issuer. 


 






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2.4
Valid Issuance. When issued pursuant to this Agreement in connection with the Exchange, the Applicable Form of Indebtedness
issued and any underlying shares to be issued, as applicable, will be duly authorized, validly issued, fully paid and nonassessable,
and the Holder will receive good title to any such Applicable Form of Indebtedness and any underlying shares thereof, as applicable,
free and clear of any liens, claims, security interest or encumbrances. 


 


3.REPRESENTATIONS
AND WARRANTIES OF THE HOLDER 


 


The
Holder represents and warrants to the Issuer that: 


 


3.1
Authority. The Holder has all requisite power and authority to execute and deliver, and perform its obligations under, this
Agreement. All acts required to be taken by the Holder to enter into this Agreement and consummate the transactions contemplated
hereby have been properly taken. 


 


3.2
Title to the Shares. The Holder is the record and beneficial holder of the Shares, and holds the Shares free and clear of
all claims, liens, security interests, title defects and objections or any other encumbrances of any kind or nature whatsoever. 


 


3.3
Investment Intent. Holder is acquiring the Indebtedness being delivered to Holder in the Applicable Form of Indebtedness
under this Agreement for its own account and with no present intention of distributing or selling any of it in violation of the
Securities Act of 1933 or any applicable state securities law. Holder will not sell or otherwise dispose of any such Applicable
Form of Indebtedness in contravention of any applicable securities laws. Holder understands that any Applicable Form of Indebtedness,
or any underlying shares applicable, it is acquiring under this Agreement shall not be registered under the Securities Act of
1933 and that the reliance of the Issuer on this exemption is predicated in part on these representations and warranties of Holder.
Holder acknowledges and agrees that a restrictive legend consistent with the foregoing will be placed on any Applicable Form of
Indebtedness, as applicable. 


 


3.4
Holder Status. Holder (i) is either: a “Qualified Institutional Buyer” as such term is defined
in Rule 144A under the Securities Act of 1933, or an “accredited Holder” as such term is defined in Rule
501 of Regulation D promulgated under the Securities Act of 1933; (ii) has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of the investments to be made by it hereunder; (iii) has
the ability to bear the economic risks of its investments for an indefinite period of time; and (iv) has sole investment
discretion with respect to the Exchange; and (v) has been given an opportunity to obtain such information from the Issuer
as Holder deems necessary or appropriate with respect to the Exchange. 


 






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4.CONDITIONS 


 


4.1
Issuer’s Conditions. The obligations of the Issuer to consummate the transactions contemplated by this Agreement
shall be subject to fulfillment of the following conditions on or prior to the date of Closing: 


 


(a)
The representations and warranties of the Holder set forth in Article 3 shall be true and correct on and as of the date of Closing. 


 


(b)
All proceedings, corporate or otherwise, required to be taken by the Holder on or prior to the date of Closing in connection with
this Agreement, the Exchange contemplated hereby, and the issuance of the Applicable Form of Indebtedness, shall have been duly
and validly taken, and all necessary consents, approvals or authorizations required to be obtained by the Holder on or prior to
the Closing shall have been obtained. 


 


4.2
Holder’s Conditions. The obligations of the Holder to consummate the transaction contemplated by this Agreement
shall be subject to fulfillment of the following conditions on or prior to the date of Closing, as applicable: 


 


(a)
The representations and warranties of the Issuer set forth in Article 2 shall be true and correct on and as of the date of Closing. 


 


(b)
All proceedings, corporate or otherwise required to be taken by the Issuer on or prior to the date of Closing in connection with
this Agreement, the Exchange contemplated hereby and the issuance of the Applicable Form of Indebtedness shall have been duly
and validly taken, and all necessary consents, approvals or authorizations required to be obtained by the Issuer on or prior to
the Closing shall have been obtained. 


 


(d)
The Issuer shall have issued and delivered, or cause to be issued and delivered, to the Holder, the issuance of the Applicable
Form of Indebtedness representing the Indebtedness. 


 


5.MISCELLANEOUS 


 


5.1
Notices. All notices, requests and demands to or upon the respective parties hereto to be effective must be in writing and,
unless otherwise expressly provided herein, are deemed to have been duly given or made when delivered by hand or by courier, or
by certified mail, or, when transmitted electronically.


 


Notices
to the respective parties hereto must be addressed as follows:





 


If
to:


 


Meso
Numismatics, Inc.


433
Plaza Real Suite 275


Boca
Raton, Florida 3432


ATTN:
Melvin Pereira


  






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If
to:


 


Any
party may alter the address to which communications or copies are to be sent by giving notice of the change of address under this
Section. 


 


5.2
Headings. The headings in this Agreement are for purposes of reference only and are not to be considered in construing this
Agreement. 


 


5.3
Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered constitutes
an original and all together shall constitute one Agreement. 


 


5.4
Enforceability. If any term or provision of this Agreement, or the application thereof to any person or circumstance, is,
to any extent, invalid or unenforceable, the remaining terms and provisions of this Agreement or application to other Persons
and circumstances are not invalidated thereby, and each term and provision hereof is to be construed with all other remaining
terms and provisions hereof to effect the intent of the parties hereto to the fullest extent permitted by law.


 


5.5
Law Governing. This Agreement is to be construed and enforced in accordance with and shall be governed by the laws of the
State of Nevada applicable to contracts executed in and to be fully performed in that state. 


 


5.6
Confidentiality. Until the Issuer makes a press release or other public announcement about the Exchange, the Holder will
maintain the confidentiality of the Exchange and the terms of the Exchange. 


 


5.7
Binding Nature. This Agreement shall be fully binding on both parties hereto in all respects as if the Exchange were to have
occurred upon execution of this Agreement. Any breach of Sections 2 and/or 3 of the Agreement shall be deemed to cause irreparable
damage to the non-breaching party and such party shall have the right to avail itself of all remedies available to it under law.


 


5.8
Independent Advice. Each party to this Agreement hereby represents and warrants to the other party that it has had an opportunity
to seek the advice of its own independent legal counsel and taxation advisor with respect to the provisions of this Agreement
and that its decision to execute this Agreement is not based on any reliance upon the advice of any other party or its legal counsel.
Each party represents and warrants to the other party that in executing this Agreement such party has completely read this Agreement
and that such party understands the terms of this Agreement and its significance.


 


[Signatures
on following page]


 






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IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the day and year first above
written. 


 





	MESO NUMISMATICS, INC.	 	 	 
	 	 	 	 	 
	By:	 	 	By:	 
	Name: 	Melvin Pereira	 	Name: 	 
	Title:	Chief Executive Officer	 	Title:	 







 






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ANNEX
A


 


Holder
of Series BB Stock: _________________


 


Number
of Shares: __________________


 


Holder’s
Exercise of Option


 


By
affixing its signature hereunder, the undersigned hereby declares it is the Holder of the Series BB shares. The Holder further
hereby declares its intention to avail itself of the Option and hereby notifies the Company of same. The Holder understands it
shall be issued a Convertible Note with a principal amount equal to the number of Series BB held by Holder at a price per share
equal to $1.20. The form of such Convertible Note is attached as Annex B to the Agreement. 


 


By:_____________________


 


Name:__________________


 






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ANNEX
B


 


FORM
OF CONVERTIBLE NOTE


  


THIS
NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)


 


Principal
Amount: US $____________ 


 


Original
Issue Date: __________, 2019 


 


Purchase
Price: US $_____________


 






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MESO
NUMISMATICS INC.


CONVERTIBLE
REDEEMABLE NOTE


DUE________,
2024


 


FOR
VALUE RECEIVED, Meso Numismatics, Inc., (the “Company” or “Borrower”) promises to pay to the order of
______________________and its authorized successors and Permitted Assigns, defined below, (“Holder”), the aggregate
principal face amount of _______________Dollars US exactly (U.S. $________) on___________, 2024 (“Maturity Date”)
The Company will pay the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by
law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address
appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding
principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented
by such check or wire transfer. Permitted Assigns means any Holder assignment, transfer or sale of all or a portion of this Note
accompanied by an Opinion of Counsel. This Note is being issued pursuant to an Exchange Agreement entered into by and between
the holder and the Company.


 


This
Note is subject to the following additional provisions:


 


1. This
Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the
Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder
shall pay any tax or other governmental charges payable in connection therewith. To the extent that Holder subsequently transfers,
assigns, sells or exchanges any of the multiple lesser denomination notes, Holder acknowledges that it will provide the Company
with Opinions of Counsel.


 






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2. The
Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.


 


3. This
Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (“Act”),
applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior
to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this
Note is duly registered on the Company’s records as the owner hereof for all other purposes, whether or not this Note be overdue,
and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing
to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a),
and any prequalified prospective transferee of this Note, also is required to give the Company written confirmation that this
Note is being converted (“Notice of Conversion”) in the form annexed hereto as Exhibit A. The date of
receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date. All notices of conversion will
be accompanied by an Opinion of Counsel.


 


4.(a)The
Holder of this Note is entitled, at its option, at any time, after full cash payment for this Note, to convert all or any amount
of the principal face amount of this Note then outstanding into a number of fully paid and non-assessable shares of common stock
(the “Common Stock”) equal to the principal face amount divided by the Conversion Price (defined below).





 


(“Conversion
Price”) for each share of Common Stock equal to the lowest bid price of the Common Stock as reported on
the National Quotations Bureau OTC Markets exchange which the Company’s shares are traded or any exchange upon which the
Common Stock may be traded in the future (“Exchange”), for the three prior trading days
including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered
together with an Opinion of Counsel, by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard
or Daylight Savings Time if the Holder wishes to include the same day closing price). If the shares have not been delivered within
3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the
shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. No fractional
shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded
to the nearest whole share. To the extent the Conversion Price of the Company’s Common Stock closes below the par value
per share, the Company 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 Company agrees to honor all conversions submitted pending this increase.


 






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The
Company shall, take the necessary steps to ensure it has sufficient shares of Common Stock to allow for the conversion of any
part of this Note by Holder. In no event, shall the Holder be allowed to effect a conversion if such conversion, along with all
other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding
shares of the Common Stock of the Company (which may be increased up to 9.9% upon 60 days’ prior written notice by the Investor).
All expenses incurred by Holder with respect to the Borrower’s transfer agent, for the issuance of the Common Stock into
which this Note is convertible into, shall immediately and automatically be added to the balance of the Note at such time as the
expenses are incurred by Holder.


 


(b) This
Note shall bear no interest.


 


(c)
 Upon (i) a transfer of all or substantially all of the assets of the Company to any
person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization (excluding an
increase in authorized capital) or other change or exchange of outstanding shares of the Common Stock, other than a forward or
reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with or into another person or entity
in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation
of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares
of Common Stock) (each of items (i), (ii) and (iii) being referred to as a “Sale Event”), then, in each case, the Company
shall, upon request of the Holder, redeem this Note in cash for the principal amount, or at the election of the Holder, such Holder
may convert the unpaid principal amount of this Note into shares of Common Stock immediately prior to such Sale Event at the Conversion
Price.


 


(d)
 In case of any Sale Event (not to include a sale of all or substantially all of the
Company’s assets) in connection with which this Note is not redeemed or converted, the Company shall cause effective provision
to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this
Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification,
capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could
have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to
such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the
holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor
person or entity acting in good faith.


 


5. No
provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal
of this Note at the time, place, and rate, and in the form, herein prescribed.


 


6. The
Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice
of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for
hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.





 



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7. The
Company agrees to pay all costs and expenses, including reasonable attorneys’ fees and expenses, which may be incurred by the
Holder in collecting any amount due under this Note.


 


8. If
one or more of the following described “Events of Default” shall occur:


 


(a) The
Company shall default in the payment of principal on this Note issued to the Holder by the Company; or


 


(b) The
Company shall (1) become insolvent (which does not include a “going concern opinion); (2) admit in writing its inability
to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its
dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part
of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against
it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or


 


(c) A
trustee, liquidator or receiver shall be appointed for the Company 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; or


 


(d) Any
governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or
control of the whole or any substantial portion of the properties or assets of the Company; or


 


(e) The
Company shall have its Common Stock delisted from an exchange (including the OTC Markets exchange) or, if the Common Stock trades
on an exchange, then trading in the Common Stock shall be suspended for more than 45 consecutive days or ceases to file its 1934
act reports with the SEC;


 


Then,
the outstanding balance on the Note comprised of the then outstanding principle, and any other outstanding amounts (“Outstanding
Balance”) shall immediately increase by an additional 10% of the Outstanding Balance immediately upon the occurrence of
the Event of Default (the “Default Effect”). The Default Effect shall automatically apply upon the occurrence of the
Event of Default without the need for any party to give any notice or take any other action. Regardless of the number of occurrences
of any Event of Default, the Default Effect shall only apply to the first occurrence of any Event of Default. For clarity purposes,
the maximum increase for the duration of term of this Note shall be 10% of the then Outstanding Balance at the time of the first
Event of Default. As well, the Holder may consider this Note immediately due and payable, without presentment, demand, protest
or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein
or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration
of any period of grace, enforce any and all of the Holder’s rights and remedies provided herein or any other rights or remedies
afforded by law. If this Note is not paid at maturity the outstanding principal due under this Note shall increase by 10%.


 






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9. In
case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent
possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired
thereby.


 


10. Neither
this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the
Company and the Holder.


  


11. The
Company represents that it is not a “shell” issuer and that if it previously has been a “shell” issuer
that at least 12 months have passed since the Company has reported Form 10 type information indicating it is no longer a “shell
issuer.


 


12. The
Company shall pay all transfer agent costs associated with issuing and delivering the share certificates to Holder. If such amounts
are to be paid by the Holder, it may deduct such amounts from the Conversion Price.





 


13. If
it shall be found that any other amount deemed due hereunder violates the applicable law governing usury, the applicable provision
shall automatically be revised to equal the maximum rate of any other amount permitted under applicable law. The Company covenants
(to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would prohibit or
forgive the Company from paying all or a portion of the principal on this Note.


 


14.
The Lender shall have no registration rights to the shares issuable upon conversion of this Note.


 


15. This
Note shall be governed by and construed in accordance with the laws of Nevada applicable to contracts made and wholly to be performed
within the State of Nevada and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company
hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of Nevada. This
Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be
effective as an original.





 


IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.


 


Dated:
                      


 





	 	 	MESO NUMISMATICS INC.
	 	 	 	 
	 	 	By:	                         
	 	 	Title:	




 






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EXHIBIT
A


 


NOTICE
OF CONVERSION


 


(To
be Executed by the Registered Holder in order to Convert the Note)


 


The
undersigned hereby irrevocably elects to convert $___________ of the above Note into _________ shares of Common Stock of Meso
Numismatics Inc. (“Shares”) according to the conditions set forth in such Note, as of the date written below.


 


If
Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes
and charges payable with respect thereto.


 


Date
of Conversion:                                                                                                                                              


Applicable
Conversion Price:                                                                                                                                


Signature:
                                                                                                                                                              





[Print
Name of Holder and Title of Signer]


 


Address:
                                                                                                                                                              





                                                                                                                                                                     





SSN
or EIN:                                                                 


Shares
are to be registered in the following name:                                                             


 


Name:
                                                                                                                                                                            


Address:
                                                                                                                                                                       


Tel:
                                                                


Fax:
                                                                    


SSN
or EIN:                                                               


 


Shares
are to be sent or delivered to the following account:


 


Account
Name:                                                                                                                                          


Address:
                                                                                                                                                      


 




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ANNEX
C


 


FORM
OF PROMISSORY NOTE


 





	USD $__________USD	Date:  ____________, 2019







 


FOR
VALUE RECEIVED, the undersigned, (the “Borrower”) hereby acknowledges itself indebted to and unconditionally promises
to pay ________(the “Lender”) a principal amount of USD $___________ (__________USD) (the “Principal Amount”),
according to the following provisions:





 


		1.	This Note is being issued pursuant to the Exchange Agreement
entered into by and between the Lender and the Borrower on ____________, 2019 and forms an integral part thereof.



 


		2.	This Note may be prepaid by the Borrower.



 


		3.	The Principal Amount shall bear no interest.



 


		4.	An amount equal to 20% of the Principal Amount (“Premium”)
shall become due and payable to Lender by the Borrower at the Repayment Date (as defined herein below).



 


		5.	The Principal Amount and Premium shall become due and payable
on ________, 2024 (“Repayment Date”).



 


		6.	The Borrower, and each surety, endorser, guarantor, and
any other party liable at any time for payment of any sums payable on this Promissory Note, jointly and severally waive presentment
and demand for payment, protest, and notice or protest and non-payment and agree that their liability on this Promissory Note
shall not be affected by any renewal or any extension in the time of payment hereof or by any indulgences and hereby consent to
any and all such renewals, extensions or indulgences, regardless of the number of such renewals, extensions or indulgences. The
failure of the Lender to exercise any of his rights hereunder in any particular instance shall not constitute a waiver thereof
in any other instance.



 


		7.	This Promissory Note shall enure to the benefit of the
Lender and his successors and assigns and shall be binding upon the Borrower, its successors and permitted assigns.



 


		8.	This Promissory Note shall be governed by and construed
in accordance with the laws of the State of Nevada, without regard to conflict of laws provisions thereof.



 


		9.	Each of the parties hereto irrevocably attorns to the non-exclusive
jurisdiction of the courts of the State of Nevada.





  






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IN
WITNESS WHEREOF this Promissory Note has been executed by the Borrower as of ________, 2019.


 


MESO
NUMISMATICS INC.


 


By:
_________________________


 


Title:_______________________


 


 


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