Exhibit
10.1


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED
UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED
UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION ARE NOT REQUIRED. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS NOTE IS FURTHER
SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE SET FORTH HEREIN.


 


	Principal
    Amount: $40,873.62	Issue
    Date: March 4, 2022


 


Waterside
Capital Corporation


Convertible
Promissory Note


 


FOR
VALUE RECEIVED, being comprised of 1 bitcoin, which was valued at $40,873.62 as of the Issue Date, pursuant to the terms and conditions
of this Convertible Promissory Note (this “Note”), Waterside Capital Corporation, a Nevada corporation (the “Company”),
hereby promises to pay to the order of holder as named above (the “Holder”), on March 3, 2027 (the “Maturity Date”),
or earlier as required pursuant to the terms herein, the Principal Amount as set forth above (the “Principal Amount”), and
to pay interest on the outstanding Principal Amount at the rate of 3.25% per annum, simple interest, in each case to the extent that
this Note and the Principal Amount and any accrued interest hereunder (as the same may be adjusted herein, the “Indebtedness”)
has not been repaid or converted to shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”)
prior to the Maturity Date as set forth herein. The Company and the Holder may be referred to herein individually as a “Party”
and collectively as the “Parties”.


 


This
Note is not a certificate of deposit or similar obligation of, and is not guaranteed or insured by, any depository institution, the Federal
Deposit Insurance Corporation, the Securities Investor Protection Corporation or any other governmental or private fund or entity.


 


The
following terms shall apply to this Note:


 


Section
1. Interest; Payment; Prepayment.


 


(a)
Interest on this Note shall commence accruing on the Issue Date, computed on the basis of a 365-day year and the actual number of days
elapsed, and shall accrue on a simple interest, non-compounded basis, at a rate of 0.01% per annum, and shall be added to the Principal
Amount on the Maturity Date or such earlier date as the Indebtedness may be paid hereunder or may be due hereunder pursuant to the terms
herein, at which time all Indebtedness shall be due and payable. In the event that any amount due hereunder is not paid as and when due,
such amounts shall accrue interest at the rate of 12% per year, simple interest, non-compounding, until paid.


 


(b)
The Company may prepay all or any portion of the Indebtedness at any time without penalty.


 


(c)
To the extent not repaid or due to be repaid or converted to Common Stock before the Maturity Date in accordance with the terms and conditions
herein, the full amount of the Indebtedness shall be due and payable on the Maturity Date.


 




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Section
2. Conversion.


 


(a)
Conversion Right. Subject to the terms and conditions herein, the Holder shall have the right from time to time, and at any time
following the Issue Date and ending on the full repayment of all Indebtedness (the “Conversion Period), to convert all or any part
of the Indebtedness into fully paid and non-assessable shares of Common Stock, or any shares of capital stock or other securities of
the Company into which such Common Stock shall hereafter be changed or reclassified (as applicable, the “Conversion Shares”)
at the Conversion Price as defined and as the same may be adjusted pursuant to Section 2(b) (a “Conversion”). The number
of Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing the Indebtedness being converted
by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit
A (the “Notice of Conversion”), delivered to the Company by the Holder in accordance with the provisions herein.


 


(b)
Conversion Price; Adjustment.


 


(i)
The conversion price (the “Conversion Price”) shall initially mean $0.50.


 


(ii)
The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating
to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications,
extraordinary distributions and similar events that occur on or after the Issue Date. By way of example and not limitation, in the event
of forward split of the Common Stock following the Issue Date in which each share of Common Stock is converted into two shares of Common
Stock, the Conversion Price shall be reduced by 50%, and in the event of a reverse split of the Common Stock following the Issue Date
in which each two shares of Common Stock are converted into one share of Common Stock, the Conversion Price shall be increased by 100%.


 


(c)
Mechanics of Conversion. Subject to the provisions of this Section 2, this Note may be converted by the Holder in whole or in
part at any time from time to time during the Conversion Period by (A) submitting to the Company a Notice of Conversion (by facsimile,
e-mail or other reasonable means of communication dispatched prior to 6:00 p.m., New York, New York time) and (B) subject to Section
2(c), surrendering this Note at the principal office of the Company. The conversion shall be effective as of the date of delivery of
the Notice of Conversion by the time as set forth above (the “Conversion Date”), provided that if the Notice of Conversion
is not delivered by such time then the Conversion Date shall be the next Business Day and the Notice of Conversion shall be deemed automatically
updated accordingly.


 


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


 




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


 


(f)
Delivery of Common Stock Upon Conversion. Upon receipt by the Company from the Holder of the Notice of Conversion meeting the
requirements for conversion as provided in this Section 2, the Company shall issue and deliver or cause to be issued and delivered to
or upon the order of the Holder certificates for the Conversion Shares issuable upon such conversion within three (3) Business Days after
such receipt (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance
with the terms hereof and the Agreement. Upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the
holder of record of the Conversion Shares issuable upon such conversion, the outstanding principal amount and the amount of accrued and
unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Company defaults on its obligations under this
Section 2, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive
the Conversion Shares or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given
a Notice of Conversion as provided herein, the Company’s obligation to issue and deliver the certificates (subject to the provisions
of Section 2(g)) for Conversion Shares shall be absolute and unconditional, irrespective of the absence of any action by the Holder to
enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any
action to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the holder of record, or
any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the
Company, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection
with such conversion.


 


(g)
Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Conversion Shares
issuable upon conversion, provided the Company is participating in the Depository Trust Company (“DTC”) Fast Automated Securities
Transfer program, upon request of the Holder and its compliance with the provisions contained in this Section 2, the Company shall use
its reasonable efforts to cause its transfer agent to electronically transmit the Conversion Shares issuable upon conversion to the Holder
by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.


 


(h)
Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to full conversion
of this Note, there shall be any merger, consolidation, or an exchange of shares, recapitalization or reorganization pursuant to a merger
or consolidation, or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or
a different number of shares of another class or classes of stock or securities of the Company or another entity, or in case of any sale
or conveyance of all or substantially all of the assets or more than 50% of the total outstanding shares of the Company other than in
connection with a plan of complete liquidation of the Company, then the Holder of this Note shall thereafter have the right to receive
upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the Conversion Shares
immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive
in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on
conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the
Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion
Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable
in relation to any securities or assets thereafter deliverable upon the conversion hereof.


 




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(i)
Status as Shareholder. Subject to the terms and conditions herein, upon submission of a Notice of Conversion by the Holder, (i)
this Note shall be deemed converted into Conversion Shares and (ii) the Holder’s rights as the holder of this Note shall cease
and terminate, excepting only the right to receive the Conversion Shares as set out herein and to any remedies provided herein or otherwise
available at law or in equity to such Holder because of a failure by the Company to comply with the terms of this Note.


 


Section
3. Default.


 


(a)
Event(s) of Default. Each of the following constitutes an event of default (“Event of Default”) under this Note:


 


(i)
Payment Default. The Company fails to make any payment when due under this Note.


 


(ii)
Insolvency. (i) The occurrence of the dissolution of Company, or the termination of Company’s existence as a going business,
or (ii) if the Company shall (1) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee
or liquidator; (2) make a general assignment for the benefit of the Company’s creditors; or (3) commence a voluntary case under
the U.S. Bankruptcy Code as now and hereafter in effect, or any successor statute.


 


(iii)
Creditor or Forfeiture Proceedings. A proceeding or case shall be commenced, without the application or consent of the Company,
in any court of competent jurisdiction, seeking (1) liquidation, reorganization or other relief with respect to the Company or its assets
or the composition or readjustment of its debts, or (2) the appointment of a trustee, receiver, custodian, liquidator or the like of
any substantial part of the Company’s assets, and, in each case, such proceedings or case shall continue undismissed, or an order,
judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 60
days, if in the United States, or 90 days, if outside of the United States; or an order for relief against the Company shall be entered
in an involuntary case under any bankruptcy, insolvency, composition, readjustment of debt, liquidation of assets or similar Law of any
jurisdiction.


 


(b)
Effect of Default. Upon the occurrence of an Event of Default, the Holder may, upon notice to the Company, (i) declare all or
any portion of the then outstanding Indebtedness due and payable, and the Note and the Indebtedness shall thereupon become, immediately
due and payable in cash and (ii) the Holder shall have the right to pursue any other remedies that the Holder may have under applicable
law.


 




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Section
4. Miscellaneous.


 


(a)
Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other Party,
or by registered or certified mail, return receipt requested, postage prepaid, or by email with return receipt requested and received
or nationally recognized overnight courier service, to such address as either Party shall have furnished to the other in writing in accordance
herewith. All notices, requests, demands and other communications shall be deemed to have been duly given (i) when delivered by hand,
if personally delivered, (ii) when delivered by courier or overnight mail, if delivered by commercial courier service or overnight mail,
and (iii) on receipt of confirmed delivery, if sent by email. Notices shall be sent to the primary executive office of the Company or
to the Holder to the address of the Holder as set forth in the books and records of the Company.


 


(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 principal and damages, as applicable, on this Note at the time, place, and rate,
and in the coin or currency, herein prescribed.


 


(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 so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of this
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 this Note (whether brought against a Party or its respective affiliates, directors, officers, shareholders, employees
or agents) shall be commenced in the state and federal courts sitting in in Forsyth County, Georgia (the “Selected Courts”).
Each Party hereby irrevocably submits to the exclusive jurisdiction of the Selected 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 this Note), 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 Selected Courts, or such Selected Courts are improper or inconvenient venue for such
proceeding. Each Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such Party
at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner
permitted by applicable law. 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.


 




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(e)
Waiver of Jury Trial. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE. EACH OF THE COMPANY AND THE HOLDER CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE,
AGENT OR ATTORNEY OF THE HOLDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE HOLDER WOULD NOT, IN THE EVENT OF LITIGATION, ABIDE
BY THE FOREGOING WAIVER, (B) EACH OF THE COMPANY AND THE HOLDER UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH
OF THE COMPANY AND THE HOLDER MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH OF THE COMPANY AND THE HOLDER HAS ENTERED INTO THIS NOTE FREELY
AND FULLY UNDERSTANDS THE WAIVER IN THIS Section 4(d).


 


(f)
Waiver. Any waiver by the Company or 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 or a waiver by any other Holders.
The failure of the Company or 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 (or any other Holder) 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 Holder must be in writing.


 


(g)
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 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.


 


(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)
Entire Agreement. This Note sets forth the entire understanding of the Parties with respect to the subject matter hereof, and
shall not be modified or affected by any offer, proposal, statement or representation, oral or written, made by or for any party in connection
with the negotiation of the terms hereof, and may be modified only by an instrument signed by both Parties.


 


(j)
Assignment. This Note shall be binding upon and shall inure to the benefit of the Parties and their respective successors and
permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or in part, this Note, or any of its rights
or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Note or
the transactions contemplated herein, or to pursue any claim for any breach or default of this Note, or any right arising from the purported
assignor’s due performance of its obligations hereunder, without the prior written consent of the other Party and any such purported
assignment in contravention of the provisions herein shall be null and void and of no force or effect.


 


(k)
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.


 


(l)
Currency. All dollar amounts are in U.S. dollars.


 


(m)
Counterparts. This Note may be executed in one or more counterparts, all of which shall be considered one and the same agreement
and shall become effective when one or more counterparts have been signed by each of the Company and the Holder, it being understood
that the Company and the Holder need not sign the same counterpart. A signed copy of this Note delivered by facsimile, e-mail or other
means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Note.


 


[SIGNATURE
PAGE FOLLOWS]


 




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IN
WITNESS WHEREOF, the undersigned has executed this Note as of the Issue Date.


 


	 	 	 	Waterside
    Capital Corporation
	 	 	 	 	 
	 	 	 	By:	/s/
    Ryan Schadel
	 	 	 	Name:
    	Ryan
    Schadel
	 	 	 	Title:
    	Chief
    Executive Officer
	 	 	 	 	 
	Agreed
    and accepted:	 	 	 
	 	 	 	 
	Holder
    name: Ryan Schadel	 	 	 
	 	 	 	 	 
	By:	/s/
    Ryan Schadel	 	 	 
	Name:	Ryan
    Schadel	 	 	 


 




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EXHIBIT
A


NOTICE
OF CONVERSION


 


The
undersigned hereby elects to convert the portion of the Indebtedness (as defined in the Note, as defined below) as set forth below pursuant
to the convertible promissory note (the “Note”) of Waterside Capital Corporation, a Nevada corporation (together with any
successor entity thereto, the “Company”) into that number of shares of Common Stock (as defined in the Note) to be issued
pursuant to the conversion of the Note and according to the conditions of the Note, as of the date written below.


 


The
undersigned hereby requests that the Company issue a certificate or certificates, or other permissible evidence of shares of Common Stock
as set forth in the Note, for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation
below and which shall be confirmed by, and subject to acceptance by, the Company) in the name(s) specified immediately below or, if additional
space is necessary, on an attachment hereto:


 


	Name:	 	 	Ryan
    Schadel
	 	 	 	 
	Address:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Date
    of Conversion:	 	 	
	 	 	 	 
	Amount
    of Indebtedness to be converted:	 	$	
	 	 	 	 
	Applicable
    Conversion Price:	 	$	
	 	 	 	 
	Number
    of shares of Common Stock to be Issued:	 	 	
	 	 	 	shares of Common Stock


 


	 	Ryan Schadel
	 	 	 
	 	By:	
	 	Name:	Ryan Schadel


 




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