NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS DOCUMENT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER AND
REASONABLY APPROVED BY THE COMPANY), 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. 


 


CONVERTIBLE
PROMISSORY NOTE 


 


July
__, 2014


 


$____________.00



 


FOR
VALUE RECEIVED, Eco-Shift Power Corp., a Delaware corporation (the “Company”), hereby promises to pay to
the order of _______________________________, having an address at ___________________________________________________________,
or his successors or assigns ( the “Holder”), the principal amount of __________________ and 00/100 United
States Dollars (US$___________.00) on or prior to the one year anniversary of the date hereof (the “Maturity Date”),
and to pay interest on the unpaid principal balance hereof at the rate of eight percent (8%) per annum (the “Applicable
Rate”) commencing as of the date the proceeds hereunder are funded to the Company (the “Funding Date”),
in accordance with the terms hereof. This Convertible Promissory Note (this note, and all modifications, extensions, future advances,
supplements, and renewals thereof, and any substitutions therefor, hereinafter referred to as the “Note”) shall
be payable in accordance with the terms set forth below. This Note is the “Note” referenced in that certain Subscription
Agreement executed on the date hereof by and between the Company and the Holder (the “Subscription Agreement”).
This Note is subject to the terms and conditions contained in the Subscription Agreement.


 


1.
Payments of Principal and Interest.


 


(a)
Payment of Principal. The principal amount of this Note shall be paid to the Holder on or prior to the Maturity Date. 


 




    	1



    	 



    

 


(b)
Payment of Interest. Interest on the unpaid principal balance of this Note shall accrue at the Applicable Rate commencing
on the Funding Date. Interest shall be computed on the basis of a 360-day year and paid for the actual number of days elapsed.
Accrued and unpaid interest under this Note shall be paid in full on the Maturity Date. Any accrued but unpaid interest shall,
at the option of the Holder, be included, from time to time, in the Conversion Amount (as defined herein). 


 


(c)
Payment of Default Interest. Any amount of principal or interest on this Note which is not paid when due shall bear interest
from the date due until such past due amount is paid at a rate of interest equal to the Applicable Rate plus four percent (4%)
per annum (the “Default Rate”). Any accrued but unpaid interest at the Default Rate shall, at the option
of the Holder, be included, from time to time, in the Conversion Amount. 


 


(d)
General Payment Provisions. All payments of principal and interest on this Note shall be made in lawful money of the United
States of America by certified bank check or wire transfer to such account as the Holder may designate by written notice to the
Company in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due
on any day which is not a Business Day, the same shall instead be due on the next succeeding Business Day. For purposes of this
Note, “Business Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the State
of California are authorized or required by law or executive order to remain closed. 


 


(e)
Prepayment. At any time prior to the Maturity Date and/or the Conversion Date, the Company may pre-pay this Note in full
or in part without penalty upon receiving the written consent of the Holder. Upon prepayment of this Note in full, the Holder
shall have no further rights under this Note (except for such rights that may specifically survive the payment of the Note), including
no rights of conversion. 


 


2.
Conversion of Note. At any time and from time to time after the Funding Date and up to the Maturity Date, this Note may
be, at the sole option of the Holder, convertible into shares of the Company’s common stock (the “Common Stock”),
in accordance with the terms and conditions set forth in this Section.


 


(a)
Voluntary Conversion. At any time while this Note is outstanding on or after the Funding Date, the Holder may convert all
or any portion of the outstanding principal and accrued and unpaid interest (such total amount, the “Conversion Amount”)
into shares of Common Stock of the Company (the “Conversion Shares”) at a price equal to $0.15 per share (the
“Conversion Price”). The Holder shall submit a conversion notice (in the form attached hereto as Exhibit
“A”, the “Conversion Notice”) indicating the amount of the Note being converted, the number
of Conversion Shares issuable upon such conversion, and where the Conversion Shares should be delivered. 


 




    	2



    	 



    

 


(b)
The Holder’s Conversion Limitations. The Company shall not affect any conversion of this Note, and the 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 Conversion Notice submitted by the Holder, the Holder (together with the Holder’s affiliates (as defined herein) 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 herein). To ensure compliance with this restriction, prior to delivery of any
Conversion Notice, the Holder shall have the right to request that the Company provide to the Holder a written statement of the
percentage ownership of the Company’s Common Stock that would by beneficially owned by the Holder and its affiliates in
the Company if the Holder converted such portion of this Note then intended to be converted by Holder. The Company shall, within
five (5) business days of such request, provide Holder with the requested information in a written statement, and the Holder shall
be entitled to rely on such written statement from the Company in issuing its Conversion Notice and ensuring that its ownership
of the Company’s Common Stock is not in excess of the Beneficial Ownership Limitation. The restriction described in this
Section may be waived by Holder, in whole or in part, upon sixty-one (61) days’ prior notice from the Holder to the Company
to increase such percentage. For purposes of this Note, the “Beneficial Ownership Limitation” shall be 4.99% of the
number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable
upon conversion of this Note. The limitations contained in this Section shall apply to a successor holder of this Note. For purposes
of this Note, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation,
a trust, an unincorporated organization or a government or any department or agency thereof.


 


(c)
Mechanics of Conversion. The conversion of this Note shall be conducted in the following manner: 


 


(1)
Holder's Delivery Requirements. To convert this Note into shares of Common Stock on any date set forth in the Conversion
Notice by the Holder (the “Conversion Date”), the Holder shall: (A) transmit by facsimile or electronic
mail (or otherwise deliver) a copy of the fully executed Conversion Notice to the Company (or, under certain circumstances as
set forth below, by delivery of the Conversion Notice to the Company’s transfer agent); and (B) upon receipt by the Holder
of the Conversion Shares, surrender the original Note to a nationally recognized overnight courier for delivery to the Company.



 




    	3



    	 



    

 


(2)
Company’s Response. Upon receipt by the Company of a copy of a Conversion Notice, the Company shall as soon as practicable,
but in no event later than two (2) Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail
(or otherwise deliver) a confirmation of receipt of such Conversion Notice (the “Conversion Confirmation”)
to the Holder indicating that the Company will process such Conversion Notice in accordance with the terms herein. Within five
(5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Company fails to
issue the Conversion Confirmation), provided that the Company’s transfer agent is participating in the Depository Trust
Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, the Company shall cause
the transfer agent to electronically transmit the applicable Conversion Shares to which the Holder shall be entitled by crediting
the account of the Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”)
system, and provide proof satisfactory to the Holder of such delivery. In the event that the Company’s transfer agent is
not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of
the Conversion Confirmation (or the date of the Conversion Notice, if the Company fails to issue the Conversion Confirmation),
the Company shall instruct and cause its transfer agent to issue and surrender to a nationally recognized overnight courier for
delivery to the address specified in the Conversion Notice, a certificate, registered in the name of the Holder, for the number
of Conversion Shares to which the Holder shall be entitled. If less than the full principal and accrued but unpaid interest amount
of this Note is submitted for conversion, then the Company shall within five (5) Business Days after receipt of the original Note,
at its own expense, issue and deliver to the Holder a new Note for the outstanding principal and interest amount not so converted;
provided that such new Note shall be substantially in the same form as this Note. 


 


(3)
Record Holder. The Person(s) entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall
be treated for all purposes as the record holder(s) of such shares of Common Stock as of the Conversion Date. 


 


(4)
Failure to Deliver Certificates. If in the case of any Conversion Notice, the certificate or certificates are not delivered
to or as directed by the Holder by the date required hereby, 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 Notice, 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 representing the principal amount of this Note unsuccessfully tendered for conversion
to the Company. 


 


(5)
Transfer Taxes. 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, or any other issuance or transfer fees of any nature or
kind that may be payable in respect of the issue or delivery of such certificates, any such taxes or fees, if payable, to be paid
by the Company. 


 




    	4



    	 



    

 


(d)
Adjustments to Conversion Price. 


 


(1)
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 outstanding shares of Common Stock, (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 Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction,
the numerator of which shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding
immediately before such event, and the denominator of which 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. 


 


(2)
Fundamental Transaction. If, at any time while this Note is outstanding: (i) the Company effects any merger or consolidation
of the Company with or into another Person, (ii) the Company effects any sale of all or substantially all of its assets in one
transaction or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another Person)
is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities,
cash or property, or (iv) the Company effects any reclassification 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 (in any such case,
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, the same kind and amount of securities, cash or property as it would have been entitled to receive
upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder
of one (1) share of Common Stock (the “Alternate Consideration”). 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. To the extent necessary to
effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue
to the Holder a new note consistent with the foregoing provisions and evidencing the Holder’s right to convert such note
into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include
terms requiring any such successor or surviving entity to comply with the provisions of this Section and insuring that this Note
(or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.



 




    	5



    	 



    

 


(3)
Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Note, the Company
shall promptly deliver to Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement
of the facts requiring such adjustment.


 


(4)
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, of 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 Company’s records, at least thirty (30) 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. The Holder is entitled
to convert this Note during the 10-day period commencing on the date of such notice through the effective date of the event triggering
such notice. 


 


(e)
Reservation of Common Stock. The Company shall reserve and keep available out of its authorized but unissued shares of
Common Stock, solely for the purpose of effecting the conversion of this Note, such number of shares of Common Stock as shall
from time to time be sufficient to effect such conversion, based upon the Conversion Price.


 


3.
Voting Rights. The Holder shall have no voting rights under this Note, except as required by applicable law, including,
but not limited to, the Wyoming Corporations Law, and as expressly provided in this Note. 


 




    	6



    	 



    

 


4.
Short Sales. Holder represents and agrees, as applicable: (i) Holder has not prior to the date hereof, entered into or
effected any Short Sales; and (ii) so long as the Note remains outstanding, Holder will not enter into or effect any Short Sales.
The Company acknowledges and agrees that upon submission of a Conversion Notice as set forth herein, Holder immediately owns the
Common Stock described in the Conversion Notice and any sale of that Common Stock issuable under such Conversion Notice would
not be considered Short Sales. For purposes herein, “Short Sales” shall mean entering into any short sale or other
hedging transaction which establishes a net short position with respect to the Company’s Common Stock. 


 


5.
Defaults and Remedies. 


 


(a)
Events of Default. The occurrence of any of the following events shall constitute an “Event of Default”
hereunder: (i) the Company shall fail to pay any installment of interest, principal or other sums due under this Note within ten
(10) business days of when any such payment shall be due and payable; (ii) the Company makes an assignment for the benefit of
creditors; (iii) any order or decree is rendered by a court which appoints or requires the appointment of a receiver, liquidator
or trustee for the Company, and the order or decree is not vacated within sixty (60) days from the date of entry thereof; (iv)
any order or decree is rendered by a court adjudicating the Company insolvent, and the order or decree is not vacated within sixty
(60) days from the date of entry thereof; (v) the Company files a petition in bankruptcy under the provisions of any bankruptcy
law or any insolvency act; (vi) the Company admits, in writing, its inability to pay its debts as they become due (provided, however,
that receipt by the Company of an audit letter from its accountants questioning the viability of the Company as a going concern
shall not, in and of itself, be construed as an admission by the Company of its inability to pay its debts as they become due);
(vii) a proceeding or petition in bankruptcy is filed against the Company and such proceeding or petition is not dismissed within
ninety (90) days from the date it is filed; (viii) the Company files a petition or answer seeking reorganization or arrangement
under the bankruptcy laws or any law or statute of the United States or any other foreign country or state; or (ix) the Company
shall fail to perform, comply with or abide by any of the stipulations, agreements, conditions and/or covenants contained in this
Note on the part of the Company to be performed complied with or abided by, and such failure is not cured within thirty (30) days
after written notice of such failure is delivered by Holder to the Company. 


 


(b)
Remedies. Upon the occurrence of one or more Events of Default, the Holder, at its option and without further notice, demand
or presentment for payment to the Company or others, may declare the then outstanding principal balance of this Note, together
with all other sums due under the Note, immediately due and payable, together with all accrued and unpaid interest thereon and
thereafter all such sums shall bear interest at the Default Rate, together with all reasonable attorneys’ fees, paralegals’
fees and costs and expenses incurred by the Holder in collecting or enforcing payment thereof (whether such reasonable fees, costs
or expenses are incurred in negotiations, all trial and appellate levels, administrative proceedings, bankruptcy proceedings or
otherwise), and all other sums due by the Company hereunder, all without any relief whatsoever from any valuation or appraisement
laws and payment thereof may be enforced and recovered in whole or in part at any time by one or more of the remedies provided
to the Holder at law, in equity, or under this Note. 


 




    	7



    	 



    

 


6.
Lost or Stolen Note. Upon notice to the Company of the loss, theft, destruction or mutilation of this Note, and, in the
case of loss, theft or destruction, of an indemnification undertaking by the Holder to the Company in a form reasonably acceptable
to the Company and customary for similar circumstances in commercial lender/borrower circumstances, and, in the case of mutilation,
upon surrender and cancellation of the Note, the Company shall execute and deliver a new Note of like tenor and date and in substantially
the same form as this Note; provided, however, the Company shall not be obligated to re-issue a Note if the Holder contemporaneously
requests the Company to convert such remaining principal amount and interest into Common Stock. 


 


7.
Cancellation. After all principal, accrued interest and all other sums at any time owed on this Note have been paid in
full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be
re-issued. 


 


8.
Applicable Law and Arbitration. This Note shall be construed and enforced in accordance
with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by,
the laws of the State of California, without regard to principles of conflicts of law. The Parties agree that any dispute
arising out of this Note or concerning this Note, including but not limited to disputes
as to arbitrability and all disputes with the Company or any of its Placement Agents or Dealers, or any employee, agent, representative,
officer, director or attorney of the Company or any Placement Agent or Dealer, shall be resolved through final, binding, non-appealable
arbitration, before a single, neutral arbitrator, at JAMS, in Los Angeles County, California in
accordance with the rules and regulations of the American Arbitration Association. Venue of all arbitration shall be JAMS
Dispute Resolution Center, Los Angeles County, California. The Parties agree that each side will pay fifty percent (50%) of the
cost of any arbitration proceedings. Judgment on any arbitration award may be entered in any Court having jurisdiction. Any arbitration
award shall be in United States Dollars and may be enforced in any jurisdiction in which the party against whom enforcement is
sought maintains assets. The Parties agree that the arbitrator shall enforce the plain terms of this Note, notwithstanding any
law or policy to the contrary. The Parties agree to limit their respective testimony at any arbitration hearing to three hours
per side. HOLDER HEREBY WAIVES ANY RIGHT TO SEEK ANY TYPE OF DAMAGES OTHER THAN COMPENSATORY
DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES AND PUNITIVE DAMAGES. HOLDER HEREBY FURTHER WAIVES THE RIGHT TO A
TRIAL BY JURY, THE RIGHT TO BRING A CLASS ACTION SUIT, AND OTHER POTENTIAL REMEDIES THAT OTHERWISE MAY BE AFFORDED BY LAW. THIS
IS A CLASS ACTION WAIVER THAT APPLIES TO ALL DISPUTES ARISING OUT OF THIS NOTE, INCLUDING BUT NOT LIMITED TO ANY DISPUTES WITH
THE COMPANY, ITS PLACEMENT AGENT, OR ITS DEALERS, AND ALL OF THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, OFFICERS, DIRECTORS, OR
ATTORNEYS.


 


9.
Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies of the Holder as provided
herein shall be cumulative and concurrent and may be pursued singly, successively or together, at the sole discretion of the Holder,
and may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in
no event be construed as a waiver or release thereof. 


 




    	8



    	 



    

 


10.
Specific Shall Not Limit General; Construction. No specific provision contained in this Note shall limit or modify any
more general provision contained herein. This Note shall be deemed to be jointly drafted by the Company and the Holder and shall
not be construed against any person as the drafter hereof. 


 


11.
Failure or Indulgence Not Waiver. Holder shall not be deemed, by any act of omission or commission, to have waived any
of its rights or remedies hereunder, unless such waiver is in writing and signed by Holder, and then only to the extent specifically
set forth in the writing. A waiver on one event shall not be construed as continuing or as a bar to or waiver of any right or
remedy to a subsequent event. 


 


12.
Notice. Notice shall be given to each party at the address indicated in the preamble hereto or at such other address as
provided to the other party in writing. 


 


13.
Usury Savings Clause. Notwithstanding any provision in this Note, the total liability for payments of interest and payments
in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be
deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Note or any other
applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without
limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever,
result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the
usury laws of the jurisdiction governing this Note, all sums in excess of those lawfully collectible as interest for the period
in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the
outstanding principal balance of this Note immediately upon receipt of such sums by the Holder hereof, with the same force and
effect as though the Company had specifically designated such excess sums to be so applied to the reduction of such outstanding
principal balance and the Holder hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however,
that the Holder of this Note may, at any time and from time to time, elect, by notice in writing to the Company, to waive, reduce,
or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment
of the outstanding principal balance. It is the intention of the parties that the Company does not intend or expect to pay nor
does the Holder intend or expect to charge or collect any interest under this Note greater than the highest non-usurious rate
of interest that may be charged under applicable law. 


 


14.
Binding Effect. This Note shall be binding upon the Company and the successors and assigns of the Company and shall inure
to the benefit of Holder and the successors and assigns of Holder. 


 




    	9



    	 



    

 


15.
Severability. In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal,
or unenforceable, in whole or in part, in any respect, or in the event that any one or more of the provisions of this Note operates
or would prospectively operate to invalidate this Note, then and in any of those events, only such provision or provisions shall
be deemed null and void and shall not affect any other provision of this Note. The remaining provisions of this Note shall remain
operative and in full force and effect and shall in no way be affected, prejudiced, or disturbed thereby. 


 


16.
Participations. Holder may from time to time sell or assign, in whole or in part, or grant participations in this Note
and/or the obligations evidenced hereby, subject, however, to first obtaining the Company’s written consent. The holder
of any such sale, assignment or participation, if the applicable agreement between Holder and such holder so provides, shall be:
(a) entitled to all of the rights, obligations and benefits of Holder (to the extent of such holder’s interest or participation);
and (b) deemed to hold and may exercise the rights of setoff or banker’s lien with respect to any and all obligations of
such holder to the Company (to the extent of such holder’s interest or participation), in each case as fully as though the
Company was directly indebted to such holder. 


 


17.
Amendments. The provisions of this Note may be changed only by a written agreement executed by the Company and Holder.



 


[Signature
pages follows] 


 




    	10



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Note to be executed on and as of the date set forth above.


 


	 	ECO-SHIFT
    POWER CORP.
	 	 	 
	 	By:	 
	 	Name:	Gib
    Wood
	 	Title:	Chief
    Executive Officer


 


[
Signature Page to Promissory Note ] 


 




    	 



    	 



    

 


EXHIBIT
A 


 


NOTICE
OF CONVERSION 


 


The
undersigned hereby elects to convert principal and/or interest under the Convertible Promissory Note (the “Note”)
of Eco-Shift Power Corp. (the “Company”), into shares of common stock (the “Common Shares”),
of the Company in accordance with the conditions of the Note, as of the date written below.


 


Based
solely on information provided by the Company to Holder, the undersigned represents and warrants to the Company that its ownership
of the Common Shares does not exceed the amounts determined in accordance with Section 13(d) of the Exchange Act of 1934, as amended,
specified under Section 2(b) of the Note.


 


Conversion
calculations


 


	Effective
    Date of Conversion: 		 
	 	 	 
	Principal
    Amount and/or Interest to be Converted: 		 
	 	 	 
	Number
    of Common Shares to be Issued: 		 


 


[
HOLDER ] 


 


	 	By:	 	 
	 	 	 	 
	 	Name:	 	 
	 	 	 	 
	 	Title:	 	 
	 	 	 	 
	 	Address: