Exhibit
4.1


 


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: July 29, 2019


 


Principal
Amount: $81,000.00


Purchase
Price: $75,000.00


 


8%
ORIGINAL ISSUE DISCOUNT SENIOR

CONVERTIBLE PROMISSORY NOTE

DUE JULY 28, 2020


 


THIS
8% ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE PROMISSORY NOTE is one of a series of a duly authorized and validly issued 8% Original
Issue Discount Senior Convertible Promissory Note of Creative Medical Technology Holdings, Inc., a Nevada corporation (the “Company”
or the “Borrower”), having its principal place of business at 3008 W. Lupine, Phoenix, Arizona 85029, designated
as its 8% Original Issue Discount Senior Convertible Promissory Note due July 28, 2020 (the “Note”).


 


FOR
VALUE RECEIVED, the Company promises to pay to ___________ or its registered assigns (as permitted in the Transaction Documents)
(the “Holder”), or shall have paid pursuant to the terms hereunder, the principal sum of $81,000.00 on July
28, 2020 (the “Maturity Date”), or such earlier date as this Note is required or permitted to be repaid as provided
hereunder, and to pay interest to the Holder on the aggregate unconverted and then-outstanding principal amount of this Note in
accordance with the provisions hereof. This Note is 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).


 




    	 	1	 



     


    

 


“Bankruptcy
Event” means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule
l-02(w) of Regulation S-X) thereof commences a ease or other proceeding under any bankruptcy, re organization, 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 sixty (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).


 


Business
Day” means any day except any Saturday, any Sunday, any day that is a federal legal holiday in the United States or any
day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.


 


“Buy-In”
shall have the meaning set forth in Section 4(c)(v).


 


“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 one-third (1/3) of the voting securities of the Company (other than by means of conversion or exercise of the Note
and the Securities issued together with die 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 two-thirds (2/3) 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 two-thirds (2/3) 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 that 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.


 


“Conversion”
shall have the meaning ascribed to such term in Section 4,


 




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“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.


 


“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.


 


“DWAC”
means Deposit and Withdrawal at
Custodian system, as defined by DTC.


 


“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 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) 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 or current public information requirements 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 that, 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) for each Trading Day in a period
of twenty (20) consecutive Trading Days prior to the
applicable date in question, the daily dollar trading volume for the Common
Stock on the principal Trading Market exceeds $400,000.00
per Trading Day, and (k) the
Company’s Common Stock
must be DWAC Eligible.


 




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


 


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


 


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


 


“Make-Whole
Amount” means, with respect to the applicable date of determination, an amount in
cash equal to all of the interest
that, but for the applicable
conversion or default payment, would have accrued pursuant
to Section 2 with respect to the applicable principal amount being so converted or redeemed for the period commencing on the applicable
redemption date or Conversion
Date or default payment date and ending on July 28, 2020.


 


“Mandatory
Default Amount” means
either, at the Holder’s discretion, (i)
the conversion of the
outstanding principal amount of this Note,
plus all accrued and unpaid
interest hereon, converted at the Conversion Price or (ii) the payment 135% of the outstanding principal amount of this Note and
accrued and unpaid interest hereon, in
addition to, for both
(i) and (ii), above, the payment of all
other amounts, costs, expenses and
liquidated damages due in respect of this Note.


 


“New
York Courts” shall have the meaning set forth
in Section 7(d).


 


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


 


“Note
Reserved Shares” shall have the meaning set forth
in Section 4(c)(vi).


 


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


 


“Original
Issue Date” means the date of the
first issuance of the Note,
regardless of any transfers of any Note, regardless of the number of Closings, and regardless of the number of instruments that
may be issued to evidence such Note.


 


“Permitted
Indebtedness” means the indebtedness evidenced by the Note.


 


“Permitted
lien” means
the individual and collective reference to the following: (a) Liens
for taxes, assessments, and other governmental charges
or levies not yet due or Liens for taxes, assessments, and other
governmental charges or levies being
contested in good faith and
by appropriate proceedings for which
adequate reserves (in the good
faith judgment of the management of the Company) have been established in accordance with GAAP, (b) Liens imposed by
law that were incurred
in the ordinary’ course of the Company’s
business, such as carriers’,
warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising in the ordinary
course of the Company’s
business, and that (x) do not
individually or in the aggregate materially detract from
the value of such property
or assets or materially impair the use thereof in the operation of the business of the Company
and its consolidated Subsidiaries or (y) are being contested
in good faith by appropriate proceedings,
which proceedings have the effect
of preventing for die foreseeable future the forfeiture
or sale of the property or asset subject to such Lien, (c) all
Liens that are currently in existence as disclosed on Schedule 3.1(n) of
the Purchase Agreement, (d)
Liens incurred in connection with Permitted Indebtedness; and (e)
the Liens listed on Disclosure Schedules.


 




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“Purchase
Agreement” means the Securities
Purchase Agreement, dated as of
July 29, 2019, among the Company and the original Holders,
as amended, modified, or supplemented from time to time in accordance with its terms.


 


“Reserved
Shares” means the sum of (x) the Note Reserved Shares and (y) the aggregate number of shares of Common Stock required
for issuance pursuant to the terms and conditions set forth in the Warrant.


 


“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).


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock
Exchange, the NYSE American, the OTC Bulletin Board, or the OTC Markets Group Inc.’s OTCQX®, OTCQB®,
or OTC Pink® marketplaces (or any successors to any of the foregoing).


 


“Transaction
Documents” means the Purchase Agreement, this Note, the Warrant, and any other documents or written agreements in connection
with the transactions contemplated by such documents.


 


“Transfer
Agent” means VStock Transfer, LLC.


 


“Warrant”
means that certain Common Stock Purchase Warrant, of even date herewith, granted by the Company to the initial Holder.


 


Section
2.     Interest; Fees; Prepayment.


 


a)    Interest.
The Company shall pay interest to the Holder at the rate of eight percent (8%) per annum on aggregate unconverted and then-outstanding
principal amount of this Note (and any increases thereto) from and after the date of each Closing (or any such increases) through
and including the date(s) on which the Company shall have made any payments hereon or the Holder shall have exercised its conversion
rights hereunder, in each case in respect of that portion of the principal obligations here under that have been so retired.


 




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b)    Payment
of Interest in Cash or Kind. Interest shall be payable on each Conversion Date (as to that principal amount then being converted)
or the Maturity Date, as applicable, in cash or in duly authorized, validly issued, fully paid, and non-assessable shares of Common
Stock or a combination thereof, at the Company’s option; provided, however,
that in the event that all of the Equity Conditions are not met on that certain Conversion Date or Maturity Date, as applicable,
such payment in cash or Common Stock or combination thereof shall be at the Holder’s option. Payment of interest in shares
of Common Stock shall otherwise occur pursuant to Section 4(c)(ii) herein. 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”). Except as otherwise provided herein, if at any time the Company pays interest partially in cash and partially
in shares of Common Stock to the holder of the Note, then such payment of cash shall be distributed ratably among the holders of
the then-outstanding Note based on their (or their predecessor’s) initial purchases of Note pursuant to the Purchase Agreement.


 


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 eighteen percent (18%) per annum or the maximum rate permitted by applicable law (the “Late
Fees”) that shall accrue daily from the date such interest is due hereunder through and including the date of actual
payment in full.


 


d)    Conversion-related
Fees. Concurrently with each
conversion, the Company shall cause to
be delivered to the Holder that number
of Conversion Shares that is
equivalent to $1,250.00 at the then-Conversion
Price, such Conversion Shares’ value to be in
lieu of the Holder
requiring the Company to
tender funds to the
Holder for its brokerage
expenses in connection with such conversion.


 


e)    Prepayment.
At any time within 180 days of
the date of issuance
of this Note, upon
ten (10) days’
prior written notice to
the Holder, the Company may
prepay any portion of the
principal amount of this Note and the relevant portion
of the interest thereon. If the
Borrower exercises its right
to prepay the Note,
the Borrower shall make
payment to the Holder
of an amount in cash
equal to the sum of
the then-outstanding principal
amount of this Note then being pre-paid and the then-accrued
and unpaid interest as of such
payment date multiplied by (i) one hundred ten percent
(110%) if the prepayment is received at any time on the Original Issue Date through and including 6:00 p.m. New York time on the
sixtieth (60th) day after the Original Issue Date; (ii) one hundred twenty percent (120%) if the prepayment is received
at any time from and after 6:00:01 p.m. New York time on the sixtieth (60th) day after the Original Issue Date through
and including 6:00 p.m. New York time on the one hundred twentieth (120th) day after the Original Issue Date; and one
hundred thirty percent (130%) if the prepayment is received at any time from and after 6:00:01 p.m. New York time on the one hundred
twentieth (120th) day after the Original Issue Date through and including 6:00 p.m. New York time on the one hundred
eightieth (180th) day after the Original Issue Date. The Holder may continue to
convert the Note, in
whole or in part, from the date notice of the prepayment
is given until the date
on which the Holder has received such prepayment, at which time the Holder may no longer convert
such “prepaid portion.”.


 




    	 	6	 



     


    

 


Section
3.     Registration
of Transfers and Exchanges.


 


a)    Different
Denominations. 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 payable for such registration
of transfer or exchange.


 


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(d) hereof). The Holder
shall effect conversions by delivering to the Company
a Notice of Conversion, the form
of which is attached hereto
as Annex A (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 physically to 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 this Note, the unpaid and
unconverted principal amount of this Note may be less than
the amount stated on the face hereof,


 




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b)    Conversion
Price.  The conversion price in effect on any Conversion
Date shall be sixty percent (60%) of the lowest traded price during the fifteen (15) Trading
Days immediately prior to
the applicable Conversion Date (the “Conversion
Price”). Notwithstanding anything herein to the
contrary, at any time after the occurrence of any Event of Default,
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 Conversion Price. Upon the occurrence of an Event of Default, without any further action
on the part of the Company or the Holder, the Conversion Price shall be reduced to an amount equivalent to fifty percent (50%)
of the lowest traded price during the fifteen (15) Trading Days immediately prior
to the applicable Conversion Date. All such determinations
to be appropriately adjusted for any stock dividend, stock
split, stock combination, reclassification, or similar transaction that proportionately decreases
or increases the Common Stock during such
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 rights shall
not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof
or under applicable law.


 


If
at any time the Conversion
Price as determined hereunder for any conversion would
be less than the par value of the Common
Stock, then at the
sole discretion of the
Holder, the Conversion Price hereunder may equal such par
value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where
“Additional Principal” means such additional amount to be
added to the Conversion Amount to the
extent necessary to cause
the number of conversion shares issuable upon such conversion to equal die same
number of conversion shares as would have been issued had the Conversion Price not been adjusted
by the Holder to the par
value price.


 


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 by (y) the Conversion Price.


 


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 representing the number of Conversion Shares
being acquired upon the conversion of this Note, which
certificate or certificates shall be free of restrictive legends and trading restrictions (other than those that may then be required
by the Purchase Agreement) if (i) generated on or after the six-month anniversary of the Original Issue Date (provided that the
Securities are then eligible for resale under Rule 144), (ii) such Securities are then the subject of an effective registration
statement, or (iii) such Securities are otherwise freely tradable pursuant to an applicable exemption from registration, (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)
and (C) a bank check in the amount of the Make-Whole Amount. Each certificate or all certificates requited to be delivered by the
Company under this Section 4(c) shall be delivered electronically through The Depository Trust Company or another established clearing
corporation performing similar functions. If a certificate or certificates representing the Conversion Shares shall not be free
of restrictive legends because of the reasons set forth above, then the Conversion Shares shall bear a restrictive legend in the
following form, as appropriate:


 




    	 	8	 



     


    

 


“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.”


 


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. Whether or not
the Holder elects to rescind any such Conversion, the Company shall promptly, upon demand therefor, reimburse the Holder in cash
for any fees and costs that the Holder may have directly or indirectly incurred by virtue of such untimely delivery or absolute
delivery failure. Such fees and costs include, but are not limited to, interest charges, margin fees, and costs of “buy-in.”
Further, the principal amount of the Note shall
be increased by $1,000.00
for each calendar day that a failure to deliver the certificates
continues.


 




    	 	9	 



     


    

 


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 recover)- 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 that 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 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 etiolation 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, the Company shall pay to the Holder, in
cash, as liquidated damages and not as a penalty, for each $1,000.00 of principal amount being
converted, $10.00 per Trading
Day (increasing to $20.00 per Trading Day
on the fifth (5th) Trading Day after such liquidated damages begin to accrue)
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 bidder 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.


 


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 that 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 die option of tbc Holder, either reissue (if surrendered) this Note in a principal amount equal to the principal amount
of die 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 $11,000.00 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 $10,000.00 under clause (A) of the immediately preceding sentence,
the Company shall be required to pay the Holder $1,000.00. 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 use its best efforts to reserve and keep
available out of its authorized and unissued shares of Common Stock (the “Note Reserved Shares”) a number of
shares of Common Stock calculated in accordance with the following formula:


 


=
 (P/ CP)


 


P
= Principal Mount remaining on the Note


CP
= Applicable Conversion Price


 


provided
that the Company covenants that from and after the six-month anniversary of this Note, to cause the Note Reserved Shares at all
times to be no less than 3 x (P/ CP).


 


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.


 


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 that 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 shah
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 standard or same- day
processing of any Notice of
Conversion. The Company shall
pay all other expenses
that may reasonably be expected to be incurred in respect of any conversion, including, but
not limited to, legal opinions required for the issuance
of such shares of Common Stock and for the removal of any
restrictive legends on any certificates evidencing such shares and stop
transfer instructions at the Transfer Agent.


 




    	 	11	 



     


    

 


d)    Holder’s
Conversion limitations. Only if and when the
Company shall register its
class of common stock under Section 12 of the Exchange Act, shall the Company not effect
any conversion of this
Note, and a Holder
shall not have the right to convert any portion 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 that 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
Notes) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the
preceding sentence, for purposes of
tins Section 4(d), 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 m
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(d), 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 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(d), 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(d) 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) that 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.


 




    	 	12	 



     


    

 


Section
5.


 


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 (and see Section
6(a)(xviii) in this regard), 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 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 tight 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-Conversion Price (such lower price, the “Base
Conversion Price”; and, each such issuance, 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 that are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective
price per share that is lower than the
Conversion Price, such issuance shall be deemed to have
occurred for less than
the Conversion Price on such date of the Dilutive.
Issuance), then the Conversion Price
shall be reduced 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. If the
Company enters into a Variable Rate Transaction, the Company shall be deemed to
have issued Common Stock or Common Stock Equivalents at
the lowest possible conversion price at which such securities
may be converted or exercised.
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. Further, the provisions of this Section 5(b) also apply
to any issuance of any Common Stock that results, directly or indirectly, from any agreement to which the Company was a party,
which agreement was in effect on or prior to the Original Issue Date.


 




    	 	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 that the Holder could have acquired if the Holder had held the number
of shares of Common Stock acquirable upon
complete conversion of tills 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
tight 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)    Pro-Rata
Distributions. During such time as this Note
is outstanding, if the Company shall declare or
make any dividend or other distribution of Its assets (or rights to acquire its assets) to
holders of shares of Common Stock, by way of return of
capital or otherwise
(including, without limitation, any distribution of cash, stock, or other securities, property
or options by way of a dividend, spin-off,
reclassification, corporate rearrangement, scheme of arrangement
or other similar transaction) (a “Distribution”)
at any time after the issuance of this Note, then, in each
such case, the Holder shall be entitled to participate
in such Distribution to
the same extent that
the Holder would have participated therein if the Holder had held the number of shares of
Common Stock acquirable upon
complete exercise of this Note
(without regard to any limitations on exercise hereof, including without limitation, the
Beneficial Ownership Limitation) immediately before the date of which a record is taken for
such Distribution, 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 participation in such Distribution (provided,
however, to the extent that the Holder’s right
to participate in any such Distribution would result in the
Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall
not be entitled to participate in such Distribution to such
extent (or in the beneficial ownership
of any shares of Common Stock as a
result of such Distribution to such
extent) and the portion of
such Distribution shall be held in abeyance for the benefit of
the Holder until such time,
if ever, as its right
thereto would not result
in the Holder exceeding the Beneficial Ownership Limitation).


 




    	 	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 die 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 su.ch
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 shah 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(d)
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 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 that
is convertible for a corresponding number of shares of capital stock of such Successor Entity
(or its parent entity) equivalent to die 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
that 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 die consummation
of such Fundamental Transaction), and that 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 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 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 Ire 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.


 




    	 	16	 



     


    

 


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 two (2) Trading Days;


 


ii.       the
Company shall 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);


 




    	 	17	 



     


    

 


iv.     any
representation or warranty made in this Note, any other Transaction Documents, any written statement pursuant hereto or thereto
or any 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;


 


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 $100,000,00, 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 (5) Trading Days or the transfer of shares of Common Stock through The Depository Trust Company
System is no longer available or “chilled” or “frozen”;


 


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 one- third (1/3) 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 does not meet the current public information requirements under Rule 144 in respect of the Conversion Shares;


 


x.      the
Company shall fail for any reason to deliver certificates via DWAC to a Holder prior to the second (2nd) 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 the Note in accordance with the
terms hereof;


 


xi.     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);


 




    	 	18	 



     


    

 


xii.    if
the Borrower or any Significant Subsidiary shall: (A) apply for or consent to the appointment of a receiver, trustee, custodian
or liquidator of it or any of its properties, (B) admit in writing its inability to pay its debts as they mature, (C) make
a general assignment for the benefit of creditors, (D) 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, (E) 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 (F) take or permit to be taken any action in furtherance of or for the
purpose of effecting any of the foregoing;


 


xiii.   if
any order, judgment or decree shall be entered, without the application, approval or consent of the Borrower or any Significant
Subsidiary, by any court of competent jurisdiction, approving a petition seeking liquidation or reorganization of the Borrower
or any Subsidiary, or appointing a receiver, trustee, custodian or liquidator of the Borrower 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;


 


xiv.  the
occurrence of any levy upon or seizure or attachment of, or any uninsured loss of or damage to, any property of the Borrower or
any Subsidiary having an aggregate fair value or repair cost (as die case may be) in excess of $100,000.00 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;


 


xv.   the
Company shall fail to maintain sufficient reserved shares pursuant to Section 4.11 of the Purchase Agreement;


 


xvi.   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 $100,000.00, and such judgment, writ, or similar final process shall remain
unvacated, unbonded, or unstayed for a period of forty-five (45) calendar days;


 


xvii.  the
Company shall have terminated the Transfer Agent and, prior to the date thereof and the date on which the Company has appointed
a replacement therefor, shall have failed (A) to obtain a replacement, irrevocable letter of instructions executed by the Company
and the replacement transfer agent and (B) irrevocably to reserve with such replacement transfer agent the Reserved Shares;


 


xviii. the
Company combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares;


 


xix.    the
OTC Markets Group Inc.’s webpage for the Company’s trading symbol provides either a “stop” or a “
caveat emptor” notation; or


 


xx.    the
Company shall fail to disclose the transaction contemplated by this Note and the other Transaction Documents fully in the First
filing that it makes with the Securities and Exchange Commission or with the OTC Markets Group Inc. in any disclosure document.


 




    	 	19	 



     


    

 


b)       Remedies
Upon Event of Default. If any Event of Default occurs, the Company shall have five (5) days to cure such Event of Default.
If following the five-day period the Event of Default remains, 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. Further, upon the sixth (6th)
day following an Event of Default (unless cured in the manner set forth hereinabove), the then-outstanding principal amount of
this Note shall be immediately increased by fifty percent (50%); provided, however,
that such increase shall be twenty-five percent (25%) solely
if the Event of Default is pursuant to Section 6(a)(xviii). Commencing five (5) days
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 one and one-half percent (1.50%)
per month (18% 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 the 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.
Further to, and not in denigration of any other remedies to which the Holder may be entitled,
if any Event of Default occurs and following the five-day
cure period the Event of Default remains, then the Holder has the right, but not the obligation, to
exercise its rights to convert
all or any part of this Note into Common Stock at the Conversion Price.


 


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 die 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 5:30 p.m. (New York City 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 5:30 p.m. (New York
City 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 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 Nevada,
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
exclusively in the state and federal courts sitting in
the City of New York, Borough of
Manhattan (the “New York Courts”). Each
party hereto hereby irrevocably submits to the exclusive
jurisdiction of the New York 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 New York
Courts, or such New York 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 m 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.


 


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.


 




    	 	21	 



     


    

 


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 that 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 that 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.


 


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.


 


(Signature
Page Follows)


 




    	 	22	 



     


    

 


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.


 


	 	CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.
	 	 
	 	By:	 
	 	 	Timothy Warbington, Chief Executive Officer
	 	 	 
	 	 	Facsimile No. for delivery of Notices: ______________


 




    	 	23	 



     


    




 


ANNEX
A


 


NOTICE
OF CONVERSION


 


The
undersigned hereby elects to convert principal under the 8% Original Issue Discount Senior
Convertible Promissory Note due July
28, 2020, of Creative Medical
Technology Holdings, Inc.,
a Nevada 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 (if applicable pursuant to the provisions
of Section 4 of the Note).


 


	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: _____________________
	 	 
	 	DWAC Instructions: _________________________
	 	 
	 	Broker Name, address, contact person, arid telephone number:
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	Broker DTC No: ____________________________
	 	Account No: _______________________________


 




    	 	24	 



     


    

 


Schedule
1


CONVERSION
SCHEDULE


 


This
8% Original Issue Discount Senior Convertible Promissory Note due on July 28,
2020, in the original principal amount of $81,000.00 is issued by Creative Medical Technology Holdings, Inc., a Nevada corporation.
This Conversion Schedule reflects conversions made under Section 4 of the above-referenced Note.


 


Dated:
July 28, 2019


 


	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
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 




    	 	25