Exhibit 10.20


 


NEITHER THIS SECURITY NOR THE SECURITIES
INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


Original Issue Date: March 10, 2016


Principal Amount: $166,666


 


10% CONVERTIBLE PROMISSORY NOTE

DUE MARCH 10, 2016


 


THIS 10% CONVERTIBLE PROMISSORY
NOTE is a duly authorized and validly issued convertible note of Mantra Venture Group, Ltd., a Canadian corporation, (the "Company"),
having its principal place of business at 1562 128th Street, Surrey BC Canada, V4A 3 T7.


 


FOR VALUE RECEIVED, the
Company promises to pay to Old Main Capital, LLC, or its registered assigns (the "Holder"), or shall have paid
pursuant to the terms hereunder, the principal sum of $166,666 (the "Principal Amount"), together with interest
at the rate of ten percent (10%) per annum, at maturity or upon acceleration or otherwise, as set forth herein (the "Note").
The consideration to the Company for this Note is up to $150,000.00 (the "Consideration"), due to an original
issuance discount of 8% (representing $16,666.00 of the Principal Amount) (the "OID"), and such OID shall be
applied in full at the closing of the First Tranche (as defined herein). The Holder shall pay $20,000.00 of the Consideration
to the Company within a reasonable amount of time after the issuance of this Note (the "First Tranche"). At the
closing of the First Tranche, the outstanding principal amount under this Note shall be $36,666.00, which includes the principal
amount of the First Tranche and the OID. The Holder may, in its sole discretion, fund such additional amounts of the Consideration
at any time to the Company. The maturity date for each tranche funded shall be twelve (12) months from the effective date of each
payment (each a "Maturity Date"), and is the date upon which the principal sum of each respective tranche, as well as
any accrued and unpaid interest and other fees relating to that respective tranche, shall be due and payable. This Note may not
be prepaid in whole or in part except as otherwise explicitly set forth herein. THE PRINCIPAL SUM DUE TO THE HOLDER SHALL BE
PRORATED BASED ON THE CONSIDERATION ACTUALLY PAID BY THE HOLDER, AS WELL AS THE APPLICABLE INTEREST, SUCH THAT THE ISSUER IS ONLY
REQUIRED TO REPAY THE AMOUNT FUNDED (PLUS THE OID AND APPLICABLE INTEREST) AND THE ISSSUER IS NOT REQUIRED TO REPAY ANY UNFUNDED
PORTION OF THIS NOTE. This Note is also subject to the following additional provisions:


 


Section 1.     Definitions. For
the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms not otherwise defined herein
shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following meanings:


 


"Alternate Consideration"
shall have the meaning set forth in Section 5(e).



 



     


     

    

 


"Alternate Conversion
Price" shall mean 45% multiplied by the lowest traded price of the Common Stock for the 30 consecutive Trading Days ending
on the Trading Day that is immediately prior to the applicable Conversion Date.


 


"Bankruptcy Event"
means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation
S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief
of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Significant
Subsidiary thereof, (b) there is commenced against the Company or any Significant Subsidiary thereof any such case or proceeding
that is not dismissed within 60 days after commencement, (c) the Company or any Significant Subsidiary thereof is adjudicated insolvent
or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company or any Significant
Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is
not discharged or stayed within 60 calendar days after such appointment, (e) the Company or any Significant Subsidiary thereof
makes a general assignment for the benefit of creditors, (f) the Company or any Significant Subsidiary thereof calls a meeting
of its creditors with a view to arranging a composition, adjustment or restructuring of its debts or (g) the Company or any Significant
Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the
foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.


 


"Base Conversion Price" shall have the meaning set forth in Section 5(b).


 


"Beneficial Ownership Limitation" shall have the meaning
set forth in Section 4(d).


 


"Buy-In" shall
have the meaning set forth in Section 4(b)(v).


 






    	 	2	 



     

    

 


"Change of
Control Transaction" means the occurrence after the date hereof of any of (a) an acquisition after the date hereof
by an individual or legal entity or "group" (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act)
of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or
otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the
Note and the Securities issued together with the Note), (b) the Company merges into or consolidates with any other Person, or
any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the
Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor
entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and
the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the
acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than
one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of
the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of
Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of
Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a
party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.


 


"Common Stock"
shall mean the Company's common stock.


 


"Conversion" shall have the meaning ascribed to such term in Section 4.


 


"Conversion Date" shall have the meaning set forth in Section 4(a).


 


"Conversion Price" shall
have the meaning set forth in Section 4(b).


 


"Conversion Schedule"
means the Conversion Schedule in the form of Schedule 1 attached hereto.


 


"Conversion Shares"
means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the terms hereof.


 


"Note Register"
shall have the meaning set forth in Section 2(b).


 


"Dilutive Issuance"
shall have the meaning set forth in Section 5(b).


 


"Dilutive Issuance Notice" shall have the meaning set forth
in Section 5(b).


 


"DTC"
means the Depository Trust Company.


 


"DTC/FAST Program"
means the DTC's Fast Automated Securities Transfer Program.


 






    	 	3	 



     

    

 


"DWAC Eligible"
means that (a) the Common Stock is eligible at DTC for full services pursuant to DTC's Operational Arrangements, including without
limitation transfer through DTC's DWAC system, (b) the Company has been approved (without revocation) by the DTC's underwriting
department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Conversion Shares are otherwise eligible
for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting or limiting delivery of the Conversion Shares
via DWAC.


 


"Equity Conditions" means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled to
occur or occurring by virtue of one or more Notices of Conversion of the Holder, if any, (b) the Company shall have paid all liquidated
damages and other amounts owing to the Holder in respect of this Note, (c)(i) there is an effective Registration Statement pursuant
to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares of Common Stock issuable pursuant
to the Transaction Documents (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for
the foreseeable future) or (ii) all of the Conversion Shares issuable pursuant to the Transaction Documents (and shares issuable
in lieu of cash payments of interest) may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions as determined
by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and acceptable to the Transfer
Agent and the Holder, (d) the Common Stock is trading on a Trading Market and all of the shares issuable pursuant to the Transaction
Documents are listed or quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the
Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of
authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the shares then issuable pursuant
to the Transaction Documents, (f) there is no existing Event of Default and no existing event which, with the passage of time
or the giving of notice, would constitute an Event of Default, (g) the issuance of the shares in question to the Holder would
not violate the limitations set forth in Section 4(d) herein, (h) there has been no public announcement of a pending or proposed
Fundamental Transaction or Change of Control Transaction that has not been consummated, (i) the applicable Holder is not in possession
of any information provided by the Company that constitutes, or may constitute, material non-public information, (j) the Company
has timely filed (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to
be filed by the Company after the date hereof pursuant to the Exchange Act, (k) on any date that the Company desires to make a
payment of interest and/or principal, the average daily dollar volume of the Company's common stock for the previous twenty (20)
trading days must be greater than $10,000, (1) the Company's common stock must be DWAC Eligible and not subject to a "DTC
chill", (m) the Conversion Shares must be delivered via an "Automatic Conversion" of principal and/or interest,
and (n) on any date that the Company desires to make a payment of interest and/or principal, the conversion price for such payment
shall be the lower of (i) 65% multiplied by the lowest traded price of the Common Stock in the twenty (20) trading days immediately
prior to such date of payment, or (ii) the Fixed Conversion Price.


 






    	 	4	 



     

    

 


"Event of Default"
shall have the meaning set forth in Section 6(a).


 


"Fixed Conversion
Price" shall mean 65% multiplied by the lowest traded price of the Common Stock in the twenty (20) trading days immediately
prior to the Original Issue Date of this Note.


 


"Fundamental Transaction"
shall have the meaning set forth in Section 5(e).


 


"Late Fees" shall have the meaning set forth in Section 2(c).


 


"Mandatory Default Amount"
means the payment of 125% of the outstanding principal amount of this Note and accrued and unpaid interest hereon, in addition
to the payment of all other amounts, costs, expenses and liquidated damages due in respect of this Note.


 


"Florida Courts"
shall have the meaning set forth in Section 7(d).


 


"Notice of Conversion" shall have the meaning set forth in Section
4(a).


 


"Original Issue Date"
means the date of the first issuance of this Note, regardless of any transfers of any Note and regardless of the number of instruments
which may be issued to evidence such Note.


 


"Purchase Agreement"
means the Securities Purchase Agreement, dated as of March 10, 2016, among the Company and the original Holder, as amended, modified
or supplemented from time to time in accordance with its terms.


 


"Registration Statement"
means a registration statement covering the resale of the Underlying Shares by each Holder.


 


"Securities Act"
means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


"Share Delivery Date"
shall have the meaning set forth in Section 4(c)(ii).


 


"Successor Entity" shall have the meaning set forth in Section
5(e).


 


Section 2.            Amortization and
Interest.


 


a)          Payment of Interest
in Cash or Kind. The Company shall pay interest to the Holder on the aggregate unconverted and then outstanding principal
amount of this Note at the rate of 10% per annum, which half of the base interest amount shall be guaranteed and the total amount
of interest due on the Note for a period of six (6) months shall be deemed earned as of the Original Issue Date. All interest
payments hereunder will be payable in cash, or subject to the Equity Conditions, in cash or common stock in the Company's discretion.
Accrued and unpaid interest shall be due on payable on each Conversion Date and on the Maturity Date, or as otherwise set forth
herein. Notwithstanding anything to the contrary contained herein, the Company.


 






    	 	5	 



     

    

 


b)          Interest Calculations. Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day
periods, and shall accrue daily commencing on the Original Issue Date until payment in full of the outstanding principal, together
with all accrued and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made. Interest
hereunder will be paid to the Person in whose name this Note is registered on the records of the Company regarding registration
and transfers of this Note (the "Note Register").


 


c)          Late Fee. All overdue accrued and unpaid interest to be paid hereunder shall entail a late fee at an interest rate equal
to the lesser of 18% per annum or the maximum rate permitted by applicable law (the "Late Fees") which shall accrue
daily from the date such interest is due hereunder through and including the date of actual payment in full.


 


d)          Prepayment and Redemption. At any time upon ten (10) days written notice to the Holder, and provided the Holder accepts
such notice in its sole discretion, the Company may prepay any portion of the principal amount of this Note and any accrued and
unpaid interest. If the Company exercises its right to prepay the Note, the Company shall make payment to the Holder of an amount
in cash equal to the sum of the then outstanding principal amount of this Note and interest multiplied by 125%. The Holder may
continue to convert the Note from the date notice of the prepayment is given until the date of the prepayment. Upon the occurrence
of an Event of Default, which is not cured within ten (10) business days after the Holder provides written notice of such applicable
Event of Default to the Company, the Holder shall have the right to require the Company to make payment to the Holder of an amount
in cash equal to the sum of the then outstanding principal amount of this Note and interest multiplied by 130%.


 


e)          Amortization
and Installment Payments. At the six (6) month anniversary of the Original Issue Date (the "Amortization Payment Date"),
the Company shall begin to make bi-weekly amortization payments (each a "Bi-Weekly Payment"), in cash to the Holder,
until this Note is repaid in full. Each Bi-Weekly payment shall consist of at least 1/12th of the total outstanding
amount under this Note as of the Amortization Payment Date, including the principal and accrued and unpaid interest. The Company
may make a Bi-Weekly payment to the Holder in Common Stock, in the event that the Equity Conditions detailed above are satisfied.
Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default until this Note is no
longer outstanding, the Holder may, in its sole discretion, refuse any Bi-Weekly Payment and/or any issuance of Common Stock when
such issuance is to be made under the Equity Conditions.


 


Section 3.            Registration of
Transfers and Exchanges.


 


a)          Different
Denominations. This Note is exchangeable for an equal aggregate principal amount of convertible promissory notes of different
authorized denominations, as requested by the Holder surrendering the same. No service charge will be payable for such registration
of transfer or exchange.


 






    	 	6	 



     

    

 


b)          Investment
Representations. This Note has been issued subject to certain investment representations of the original Holder set forth
in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable
federal and state securities laws and regulations.


 


c)          Reliance
on Note Register. Prior to due presentment for transfer to the Company 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 Note Register as the owner hereof for the
purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither
the Company nor any such agent shall be affected by notice to the contrary.


 


Section 4.            Conversion


 


a)          Voluntary
Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible,
in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the
conversion limitations set forth in Section 4(e) hereof). The Holder shall effect conversions by delivering to the Company a Notice
of Conversion, the form of which is attached hereto as Annex (each, a "Notice of Conversion"), specifying therein
the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the "Conversion
Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the
date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor
shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect
conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal
amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the
effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and
the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may
deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the
event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest
error. 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 Note, the unpaid and unconverted principal amount of this Note may be less
than the amount stated on the face hereof.


 


b)          Conversion
Price. The conversion price in effect on any Conversion Date shall be equal to the lower of (a) the Fixed
Conversion Price, or (b) 65% of the lowest traded price of the Common Stock (representing a discount of 35%) for the 20
consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Conversion Date (the resulting
pricing being referred to herein as the "Conversion Price"). Notwithstanding anything herein to the
contrary, at any time after the occurrence of any Event of Default until this Note is no longer outstanding, the Holder may
require the Company to, at such Holder's option and otherwise in accordance with the provisions for conversion herein,
convert all or any part of this Note into Common Stock at the Alternate Conversion Price. All such determinations will be
appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that
proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a Holder's
right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the
right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief. The exercise of any such right shall not prohibit the Holder from seeking to
enforce damages pursuant to any other Section hereof or under applicable law.


 






    	 	7	 



     

    

 


c)          Mechanics of
Conversion.


 


i.          Conversion Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion
hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted
and any accrued and unpaid interest to be converted by (y) the conversion price then in effect.


 


ii.         Delivery
of Certificate Upon Conversion. Not later than two (2) Trading Days after each Conversion Date (the "Share
Delivery Date"), the Company shall deliver, or cause to be delivered, to the Holder (A) a certificate or
certificates representing the Conversion Shares which, on or after the date on which such Conversion Shares are eligible to
be sold under Rule 144 without the need for current public information and the Company has received an opinion of counsel to
such effect reasonably acceptable to the Company (which opinion the Company will be responsible for obtaining) shall be free
of restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement)
representing the number of Conversion Shares being acquired upon the conversion of this Note, and (B) a bank check in the
amount of accrued and unpaid interest (if the Company has elected or is required to pay accrued interest in cash). All
certificate or certificates required to be delivered by the Company under this Section 4(d) shall be delivered
electronically through the Depository Trust Company or another established clearing corporation performing similar functions.
If the Conversion Date is prior to the date on which such Conversion Shares are eligible to be sold under Rule 144 without
the need for current public information the Conversion Shares shall bear a restrictive legend in the following form, as
appropriate:


 


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


 






    	 	8	 



     

    

 


Notwithstanding the foregoing,
commencing on such date that the Conversion Shares are eligible for sale under Rule 144 subject to current public information requirements,
the Company, upon request of the Holder, shall obtain a legal opinion to allow for such sales under Rule 144.


 


iii.        Failure
to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered
to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written
notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion,
in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder
shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion
Notice.


 


iv.        Obligation
Absolute; Partial Liquidated Damages. The Company's obligations to issue and deliver the Conversion Shares upon
conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or
inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any
judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or
termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any
violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which
might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; provided,  however, that such delivery shall not operate as a waiver by the Company of any such action the Company may have against
the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal or interest
amount hereof, the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated
with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a
court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and
obtained, and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding
principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of
arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it
obtains judgment. In the absence of such injunction, the Company shall issue Conversion Shares or, if applicable, cash, upon
a properly noticed conversion. If the Company fails for any reason to deliver to the Holder such certificate or certificates
pursuant to Section 4(c)(ii) by the Share Delivery Date (except if such failure is solely attributable to the Company's
transfer agent and not attributable, in any way whatsoever, to any inaction or action by the Company), the Company shall pay
to the Holder, in cash, as liquidated damages and not as a penalty, $1,000 per Trading Day for each Trading Day after such
Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a
Holder's right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof for the Company's
failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all
remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages
pursuant to any other Section hereof or under applicable law.


 






    	 	9	 



     

    

 


v.        Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available to the Holder,
if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant
to Section 4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open
market transaction or otherwise), or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction
of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such
Share Delivery Date (a "Buy-In"), then the Company shall (A) pay in cash to the Holder (in addition to any other
remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder's total purchase price (including
any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of
Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which
the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option
of the Holder, either reissue (if surrendered) this Note in a principal amount equal to the principal amount of the attempted
conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock
that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example,
if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion
of this Note with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving
rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall
be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the
Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit
a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a
decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing
shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof.


 






    	 	10	 



     

    

 


vi.        Reservation
of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its
authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the Required
Minimum for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein
provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and
the other holders of the Note), not less than such aggregate number of shares of the Common Stock as shall (subject to the
terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions
of Section 5) upon the conversion of the then outstanding principal amount of this Note and payment of interest hereunder.
The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized,
validly issued, fully paid and nonassessable, and, at such times as the Registration Statement covering such shares is then
effective under the Securities Act, will be registered for public resale in accordance with such Registration Statement.


 


vii.       Fractional
Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As
to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Conversion Price or round up to the next whole share.


 


viii.      Transfer
Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made
without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or
delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect
of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of
the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or
until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent
fees required for same-day processing of any Notice of Conversion.


 






    	 	11	 



     

    

 


d)          Holder's
Conversion Limitations. The Company shall not effect any conversion of principal and/or interest of this Note, and a
Holder shall not have the right to convert any principal and/or interest of this Note, to the extent that after giving effect
to the conversion set forth on the applicable Notice of Conversion, the Holder (together with the Holder's Affiliates, and
any Persons acting as a group together with the Holder or any of the Holder's Affiliates) 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 its Affiliates 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 are issuable upon (i) conversion of the remaining, unconverted principal amount of this Note
beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation
contained herein (including, without limitation, any other promissory notes or the Warrants) beneficially owned by the Holder
or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4(e), beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. To the extent that the limitation contained in this Section 4(d) applies, the determination of whether this Note
is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal
amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of
Conversion shall be deemed to be the Holder's determination of whether this Note may be converted (in relation to other
securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each
case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to
represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the
restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such
determination. 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 4(e), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of
outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company's most recent periodic or
annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii)
a more recent written notice by the Company or the Company's 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 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 immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note
held by the Holder. The Holder, upon not less than 61 days' prior notice to the Company, may increase or decrease the
Beneficial Ownership Limitation provisions of this Section 4(e), provided that the Beneficial Ownership Limitation in no
event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance
of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions
of this Section 4(e) shall continue to apply. Any such increase or decrease will not be effective until the 61st
day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be
construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d) to correct this
paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation
contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The
limitations contained in this paragraph shall apply to a successor holder of this Note.


 






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Section 5.            Certain
Adjustments.


 


a)          Stock Dividends and Stock Splits. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend
or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock
Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion
of, or payment of interest on, the Note), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii)
combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv)
issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the
Fixed Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding
any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number
of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective
immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall
become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


b)          Subsequent
Equity Sales. If, at any time while this Note is outstanding, the Company or any Subsidiary, as applicable, sells or
grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any
sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any
Person to acquire shares of Common Stock at an effective price per share that is lower than the then Fixed Conversion Price
(such lower price, the "Base Conversion Price" and such issuances, collectively, a "Dilutive
Issuance") (if the holder of the Common Stock or Common Stock Equivalents 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 Fixed Conversion Price, such issuance shall be deemed
to have occurred for less than the Fixed Conversion Price on such date of the Dilutive Issuance), then the Fixed Conversion
Price shall be reduced to equal the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or Common
Stock Equivalents are issued. Notwithstanding the foregoing, no adjustment will be made under this Section 5(b) in respect of
an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of
any Common Stock or Common Stock Equivalents subject to this Section 5(b), indicating therein the applicable issuance price,
or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the "Dilutive
Issuance Notice"). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice
pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of
Conversion Shares based upon the Base Conversion Price on or after the date of such Dilutive Issuance, regardless of whether
the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.


 






    	 	13	 



     

    

 


c)          Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 5(a) above, if at any time the Company grants,
issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the
record holders of any class of shares of Common Stock (the "Purchase Rights"), then the Holder will be entitled
to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to
any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) 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 shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights
(provided, however, to the extent that the Holder's right to participate in any such Purchase Right would result in the Holder
exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such
extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase
Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in
the Holder exceeding the Beneficial Ownership Limitation).


 


d)          Intentionally Omitted. 


 






    	 	14	 



     

    

 


e)          Fundamental
Transaction. If, at any time while this Note is outstanding, (i) the Company, directly or indirectly, in one or more
related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or
substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer,
tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common
Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by
the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related
transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share
exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or
property, (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase
agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or
scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of
Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or
associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business
combination) (each a "Fundamental Transaction"), then, upon any subsequent conversion of this Note, the
Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such
conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section
4(e) on the conversion of this Note), the number of shares of Common Stock of the successor or acquiring corporation or of
the Company, if it is the surviving corporation, and any additional consideration (the "Alternate
Consideration") receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common
Stock for which this Note is convertible immediately prior to such Fundamental Transaction (without regard to any limitation
in Section 4(d) on the conversion of this Note). For purposes of any such conversion, the determination of the Conversion
Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company shall apportion the
Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different
components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or
property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the
Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. The Company
shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the "Successor
Entity") to assume in writing all of the obligations of the Company under this Note and the other Transaction
Documents (as defined in the Purchase Agreement) in accordance with the provisions of this Section 5(e) pursuant to written
agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable
delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Note, deliver to the Holder in
exchange for this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and
substance to this Note which is convertible for a corresponding number of shares of capital stock of such Successor Entity
(or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Note
(without regard to any limitations on the conversion of this Note) prior to such Fundamental Transaction, and with a
conversion price which applies the conversion price hereunder to such shares of capital stock (but taking into account the
relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital
stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the
economic value of this Note immediately prior to the consummation of such Fundamental Transaction), and which is reasonably
satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor
Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the
provisions of this Note and the other Transaction Documents referring to the "Company" shall refer instead to the
Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the
Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named
as the Company herein.


 






    	 	15	 



     

    

 


f)           Calculations.
All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may
be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given
date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued and
outstanding.


 


g)          Notice to the Holder.


 


i.          Adjustment
to Conversion Price. Whenever the Fixed Conversion Price is adjusted pursuant to any provision of this Section 5, the
Company shall promptly deliver to each Holder a notice setting forth the Fixed Conversion Price after such adjustment and
setting forth a brief statement of the facts requiring such adjustment.


 


ii.         Notice
to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form)
on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common
Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for
or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company
shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the
Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share
exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the
voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the
Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall
cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20)
calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which
a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not
to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger,
sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that
holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or
other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that
the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the
corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or
contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously
file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert
this Note during the 20-day period commencing on the date of such notice through the effective date of the event
triggering such notice except as may otherwise be expressly set forth herein.


 






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Section 6.            Events of Default.


 


a)          "Event
of Default" means, wherever used herein, any of the following events (whatever the reason for such event and whether
such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of
any court, or any order, rule or regulation of any administrative or governmental body):


 


i.           any
default in the payment of (A) the principal amount of any Note or (B) interest, liquidated damages and other amounts owing to
a Holder on any Note, as and when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or
by acceleration or otherwise) which default, solely in the case of an interest payment or other default under clause (B)
above, is not cured within 3 Trading Days;


 


ii.          the
Company shall materially fail to observe or perform any other covenant or agreement contained in the Note (other than a
breach by the Company of its obligations to deliver shares of Common Stock to the Holder upon conversion, which breach is
addressed in clause (xi) below) which failure is not cured, if possible to cure, within the earlier to occur of (A) 5 Trading
Days after notice of such failure sent by the Holder or by any other Holder to the Company and (B) 10 Trading Days after the
Company has become or should have become aware of such failure;


 


iii.         a
default or event of default (subject to any grace or cure period provided in the applicable agreement, document or
instrument) shall occur under (A) any of the Transaction Documents or (B) any other material agreement, lease, document or
instrument to which the Company or any Subsidiary is obligated (and not covered by clause (vi) below); other report,
financial statement or certificate made or delivered to the Holder or any other Holder shall be untrue or incorrect in any
material respect as of the date when made or deemed made;


 


v.         the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) shall be subject to a Bankruptcy
Event;


 






    	 	17	 



     

    

 


vi.        the Company or any Subsidiary shall default on any of its obligations under any mortgage, credit agreement or other facility, indenture
agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced,
any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation
greater than $50,000, whether such indebtedness now exists or shall hereafter be created, and (b) results in such indebtedness
becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;


 


vii.       the
Common Stock shall not be eligible for listing or quotation for trading on a Trading Market and shall not be eligible to
resume listing or quotation for trading thereon within five Trading Days or the transfer of shares of Common Stock through
the Depository Trust Company System is no longer available or "chilled";


 


viii.      the
Company shall be a party to any Change of Control Transaction or Fundamental Transaction or shall agree to sell or dispose of
all or in excess of 33% of its assets in one transaction or a series of related transactions (whether or not such sale would
constitute a Change of Control Transaction);


 


ix.         the Company shall fail for any reason to deliver shares of Common Stock to the Holder prior to the third Trading Day after a Conversion
Date pursuant to Section 4(c) or the Company shall provide at any time notice to the Holder, including by way of public announcement,
of the Company's intention to not honor requests for conversions of any Note in accordance with the terms hereof;


 


x.          the Company fails to file with the Commission any required reports under Section 13 or 15(d) of the Exchange Act such that it is
not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable);


 


xi.         if
the Company or any Significant Subsidiary shall: (i) apply for or consent to the appointment of a receiver, trustee,
custodian or liquidator of it or any of its properties, (ii) admit in writing its inability to pay its debts as they mature,
(iii) make a general assignment for the benefit of creditors, (iv) be adjudicated a bankrupt or insolvent or be the subject
of an order for relief under Title 11 of the United States Code or any bankruptcy, reorganization, insolvency, readjustment
of debt, dissolution or liquidation law or statute of any other jurisdiction or foreign country, or (v) file a voluntary
petition in bankruptcy, or a petition or an answer seeking reorganization or an arrangement with creditors or to take
advantage or any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or
an answer admitting the material allegations of a petition filed against it in any proceeding under any such law, or (vi)
take or permit to be taken any action in furtherance of or for the purpose of effecting any of the foregoing;


 






    	 	18	 



     

    

 


xii.        if any order, judgment or decree shall be entered, without the application, approval or consent of the Company or any Significant
Subsidiary, by any court of competent jurisdiction, approving a petition seeking liquidation or reorganization of the Company or
any Subsidiary, or appointing a receiver, trustee, custodian or liquidator of the Company or any Subsidiary, or of all or any substantial
part of its assets, and such order, judgment or decree shall continue unstayed and in effect for any period of sixty (60) days;


 


xiii.       the occurrence of any levy upon or seizure or attachment of, or any uninsured loss of or damage to, any property of the Company
or any Subsidiary having an aggregate fair value or repair cost (as the case may be) in excess of $[20,000] individually or in
the aggregate, and any such levy, seizure or attachment shall not be set aside, bonded or discharged within thirty (30) days after
the date thereof;


 


xiv.       the Company shall fail to maintain sufficient reserved shares pursuant to Section 4.10 of the Purchase Agreement;


 


xv.        any monetary judgment, writ or similar final process shall be entered or filed against the Company, any subsidiary or any of their
respective property or other assets for more than $50,000, and such judgment, writ or similar final process shall remain unvacated,
unbonded or unstayed for a period of 45 calendar days;


 


xvi.       a breach or default by the Company of any covenant or other term or condition contained in any of the other financial instrument
currently issued or hereafter issued by the Company, including but not limited to promissory notes (the "Other Agreements"),
after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default
under this Note, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the
Holder under the terms of this Note by reason of a default under said Other Agreement; or


 


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


 






    	 	19	 



     

    

 


b)          Remedies
Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(d), if any Event of
Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and
other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder's election, immediately
due and payable in cash at the Mandatory Default Amount. After the occurrence of any Event of Default that results in the
eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the
lesser of 2% per month (24% per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the
Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. In connection with
such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand,
protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any
and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration
may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a
holder of the Note until such time, if any, as the Holder receives full payment pursuant to this Section 6(b). No such
rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.


 


Section 7.            Miscellaneous.


 


a)          Notices. Any
and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without
limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally
recognized overnight courier service, addressed to the Company, at the address set forth above, or such other facsimile
number or address as the Company may specify for such purposes by notice to the Holder delivered in accordance with this
Section 7(a). Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in
writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to
each Holder at the facsimile number or address of the Holder appearing on the books of the Company, or if no such facsimile
number or address appears on the books of the Company, at the principal place of business of such Holder, as set forth in the
Purchase Agreement. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the
earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number
set forth on the signature pages attached hereto prior to 12:00 p.m. (EST time) on any date, (ii) the next Trading Day after
the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the
signature pages attached hereto on a day that is not a Trading Day or later than 12:00 p.m. (EST time) on any Trading Day,
(iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service
or (iv) upon actual receipt by the party to whom such notice is required to be given.


 






    	 	20	 



     

    

 


b)          Absolute
Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as
applicable, on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct
debt obligation of the Company. This Note ranks pari passu with all other promissory notes now or hereafter issued
under the terms set forth herein.


 


c)          Lost
or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in
exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen
or destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon
receipt of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to
the Company.


 


d)          Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by
and construed and enforced in accordance with the internal laws of the State of Florida, without regard to the principles of conflict
of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions
contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors,
officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in Broward County, Florida
(the "Florida Courts"). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Florida
Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or
discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives,
and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
such Florida Courts, or such Florida Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding 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 applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all
right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby.
If any party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing party in such
action or proceeding shall be reimbursed by the other party for its attorneys fees and other costs and expenses incurred in the
investigation, preparation and prosecution of such action or proceeding.


 






    	 	21	 



     

    

 


e)          Waiver.
Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be
a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the
Company or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be
considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other
term of this Note on any other occasion. Any waiver by the Company or the Holder must be in writing.


 


f)           Severability.
If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if
any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and
circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable
law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate
of interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it shall
not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the
principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this Note, and the Company (to the extent it may lawfully do so) hereby
expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such
law, hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the
execution of every such as though no such law has been enacted.


 


g)          Remedies,
Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be
cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law
or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the
Holder's right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this
Note. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as
expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and
the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided
herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a
breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such
breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder
shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such
threatened breach, without the necessity of showing economic loss and without any bond or other security being required. The
Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to
confirm the Company's compliance with the terms and conditions of this Note.


 






    	 	22	 



     

    

 


h)          Next
Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day.


 


i)           Headings.
The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to
limit or affect any of the provisions hereof.


 


j)           Section
3(a)(9) and 3(a)(10) Transactions. The express written consent of the Holder must be obtained by the Company, if at any
time while this Note is outstanding, the Company seeks to enter into a transaction structured in accordance with, based upon,
or related or pursuant to, in whole or in part, Section 3(a)(9) or 3(a)(10) of the Securities Act.


 


Section 8..            Participation in Future
Financing.


 


a)          Subject
to any existing obligations of the Company, from the date hereof until the date that is the 12-month anniversary of the date
of this Note, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents or debt
for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a public
underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock Equivalents (a "Subsequent
Financing"), each Holder shall have the right to participate in the Subsequent Financing in an amount up to 100% of
such Holder's Pro Rata Portion (as defined below) (the "Participation Maximum") on the same terms,
conditions and price provided for in the Subsequent Financing, subject to any existing obligations of the Company with
respect to participation rights.


 


b)          At
least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder a
written notice of its intention to effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask
such Holder if it wants to review the details of such financing (such additional notice, a "Subsequent Financing
Notice". Upon the request of a Holder within two (2) Trading Days after the Pre-Notice, and only upon a request by
such Holder, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after
such request, deliver a Subsequent Financing Notice to such Holder. The Subsequent Financing Notice shall describe in
reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder
and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term
sheet or similar document relating thereto as an attachment.


 


c)          Any
Holder desiring to participate in such Subsequent Financing must provide written notice to the Company no later than two (2)
Trading Days after delivery of such Subsequent Financing Notice that such Holder is willing to participate in the Subsequent
Financing, the amount of such Holder's participation, and representing and warranting that such Holder has such funds ready,
willing, and available for investment on the terms set forth in the Subsequent Financing Notice.


 






    	 	23	 



     

    

 


d)          If notifications by the Holders of their willingness to participate in the Subsequent Financing (or to cause their designees to
participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining
portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.


 


e)          If the Company receives responses to a Subsequent Financing Notice from Holders seeking to purchase more than the aggregate amount
of the Participation Maximum, each such Holder shall have the right to purchase its Pro Rata Portion of the Participation Maximum.
"Pro Rata Portion" means the ratio of (x) the amount of Notes held by a Holder participating under this Section
8 and (y) the sum of the aggregate amounts of Notes held by all Holders participating under this Section 8.


 


f)           The Company must provide the Holders with a second Subsequent Financing Notice, and the Holders will again have the right of participation
set forth above in this Section 8, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated
for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Trading Days after the date of the
initial Subsequent Financing Notice.


 


g)          The Company and each Holder agree that if any Holder elects to participate in the Subsequent Financing, the transaction documents
related to the Subsequent Financing shall not include any term or provision whereby such Holder shall be required to agree to any
restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination
of, or grant any waiver, release or the like under or in connection with, this Note, without the prior written consent of such
Holder.


 


h)          Notwithstanding anything to the contrary in this Section 8 and unless otherwise agreed to by such Holder, the Company shall either
confirm in writing to such Holder that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly
disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that such Holder
will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent
Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent
Financing has been made, and no notice regarding the abandonment of such transaction has been received by such Holder, such transaction
shall be deemed to have been abandoned and such Holder shall not be deemed to be in possession of any material, non-public information
with respect to the Company or any of its Subsidiaries.


 


i)           Notwithstanding the foregoing, this Section 8 shall not apply in respect of an Exempt Issuance.


 


*********************


 


(Signature Pages Follow)






    	 	24	 



     

    

 


IN WITNESS WHEREOF, the Company
has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.


 


	OLD MAIN CAPITAL, LLC	 	MANTRA VENTURE GROUP, LTD.
	 	 	 	 	 
	By:	/s/ Mark Rozeboom	 	By:	/s/ Larry Kristof
	Name: 	Mark Rozeboom	 	Name:	 Larry Kristof 
	Title: 	Manager	 	Title: 	Chief Executive Officer 
	FAX No. for Notices:	 	FAX No. for Notices:
	 	 	 







 






    	 	25	 



     

    

 


ANNEX A


 


NOTICE OF CONVERSION


 


The undersigned hereby elects
to convert principal under the 10% convertible promissory note due March 10, 2016 of Mantra Venture Group, Ltd., a Canadian corporation
(the "Company"), into shares of common stock (the "Common Stock"), of the Company according
to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other
than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such
certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder
for any conversion, except for such transfer taxes, if any.


 


By the delivery of this Notice of
Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts
specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the Exchange Act.


 


The undersigned agrees to comply
with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid
shares of Common Stock.


 


Conversion
calculations:


 


	 	Date
    to Effect Conversion:
	 	 
	 	Principal
    Amount of Note to be Converted:
	 	 
	 	Payment
    of Interest in Common Stock       yes      no
	 	 
	 	If
    yes, $_______ of Interest Accrued on Account of Conversion at Issue.
	 	 
	 	Number
    of shares of Common Stock to be issued:
	 	 
	 	Signature:
	 	 
	 	Name:
	 	 
	 	Delivery
    Instructions:




  


                                                 


 



    	 	26	 



     

    

 


Schedule 1


 


CONVERSION SCHEDULE


 


This 10% convertible promissory note
due on March 10, 2016 in the original principal amount of $166,666 is issued by Mantra Venture Group, Ltd., a Canadian Corporation.
This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note.


 


Dated:


 


	Date of Conversion 
 (or for first entry, 
 Original Issue Date)	 	Amount of 
 Conversion	 	Aggregate 
 Principal 
 Amount 
 Remaining 
 Subsequent to 
 Conversion 
 (or original 
 Principal 
 Amount)	 	Company Attest
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



 


 


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