Exhibit
10.33


 


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. 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.


 


US
$345,000


 


VERUS
INTERNATIONAL, INC.


6%
CONVERTIBLE REDEEMABLE NOTE 

DUE APRIL 15, 2020


 





FOR
VALUE RECEIVED, VERUS INTERNATIONAL, INC. (the “Company”) promises to pay to the order of [___] and its
authorized successors and permitted assigns (“Holder”), the principal amount of Three Hundred Forty Five
Thousand Dollars (U.S. $345,000) on April 15, 2020 (“Maturity Date”) and to pay interest on the principal
amount out- standing hereunder at the rate of 6% per annum commencing on October 2, 2019 (“Issuance
Date”). This Note shall contain an OID of $45,000 such that the purchase price shall be $300,000. The interest will
be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and
transfers of this Note. The principal of, and interest on, this Note are payable at [___], and if changed, last appearing on
the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each
interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required
by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last
address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of
outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the
sum represented by such check or wire transfer. Interest shall be payable in cash or in Common Stock (as defined below)
pursuant to paragraph 4(b) herein.


 


This
Note is subject to the following additional provisions:


 


1.
This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as
requested by the Holder surrendering the same. No ser- vice charge will be made for such registration or transfer or
exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith. To the extent
that Holder subsequently transfers, assigns, sells or exchanges any of the multiple lesser denomination notes, Holder
acknowledges that it will provide the Company with opinions of counsel as provided for in Section 2(f) of the Securities
Purchase Agreement by the between the Company and the Holder dated October 2, 2019.


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


 


3.
This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (the “Act”),
applicable state securities laws and Sections 2(f) of the Securities Purchase Agreement. Any attempted transfer to a non-qualifying
party shall be treated by the Company as void. Prior to due presentment for transfer of this Note, the Company and any agent of
the Company may treat the person in whose name this Note is duly registered on the Company’s records as the owner hereof
for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound
by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set forth in Section 4(a) hereof,
in addition to the requirements set forth in Section 4(a), and any prequalified prospec- tive transferee of this Note, also is
required to give the Company written confirmation that this Note is being converted (“Notice of Conversion”)
in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of Conversion
shall be the conversion date (the “Conversion Date”). All notices of conversion will be accompanied by an opinion
of counsel, at the cost of the Buyer.


 


4.
(a) The Holder of this Note is entitled, at its option, at any from the Issuance Date until the until the Maturity Date, to
convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company’s
common stock, par value $0.001 per share (the “Common Stock”) at a price equal to $0.10 per share
(“Conversion Price”)


.


(b)
Interest on any unpaid principal balance of this Note shall be paid at the rate of 6% per annum. Interest shall be paid by the
Company in Common Stock (“Interest Shares”). The Holder may, at any time, send in a Notice of Conversion to the Company
for Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall
be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.


 


(c)
The Notes may be prepaid or assigned with the following penalties/premiums:


 


	PREPAY DATE	 	PREPAY AMOUNT
	≤ 90 days	 	105% of principal plus accrued interest
	91 - 120	 	110% of principal plus accrued interest
	121- 150 days	 	115% of principal plus accrued interest
	151- 180 days	 	120% of principal plus accrued interest



 


This
Note may not be prepaid after the 180th day. Such redemption must be closed and funded within 3 days of giving notice of redemption
of the right to redeem shall be null and void. Any partial prepayments will be made in accordance with the formula set forth in
the chart above with respect to principal, premium and interest.


 




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(d)
Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of
related transactions, (ii) a reclassification, capital reorganization (excluding an increase in authorized capital) or other change
or exchange of out- standing shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii)
any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity
(other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification,
conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and
(iii) being referred to as a “Sale Event”), then, in each case, the Company shall, upon request of the Holder, redeem
this Note in cash for 150% of the principal amount, plus ac- crued but unpaid interest through the date of redemption, or at the
election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued
but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.


 


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


 


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


 


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


 


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


 


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


 


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


 




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(b)
Any of the representations or warranties made by the Company herein or in any certificate or financial or other written statements
heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or
the Securities Purchase Agreement under which this Note was issued shall be false or misleading in any respect; or


 


(c)
The Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation
of the Company under this Note or any other note issued to the Holder; or


 


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


 


(e)
A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without
its consent and shall not be discharged within sixty (60) days after such appointment; or


 


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


 


(g)
One or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000)
in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid,
unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of
any proposed sale thereunder; or


 


(h)
Defaulted on or breached any term of any other note of similar debt instru- ment into which the Company has entered and failed
to cure such default within the appropriate grace period; or


 


(i)
The Company shall have its Common Stock delisted from an exchange (in- cluding the OTC Markets exchange) or, if the Common Stock
trades on an exchange, then trading in the Common Stock shall be suspended for more than ten (10) consecutive Trading Days (as
defined herein) or the Company ceases to file reports pursuant to the Securities Exchange Act of 1934 with the SEC; or


 


(j)
If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the
Board; or


 




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(k)
The Company shall not deliver to the Holder the Common Stock issuable upon conversion of this Note (the “Conversion Shares”)
pursuant to paragraph 4 herein within three (3) business days of its receipt of a Notice of Conversion (the “Share Delivery
Date”),


 


(l)
The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder.


 


Then,
or at any time thereafter, unless cured within 3 business days, and in each and every such case, unless such Event of Default
shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at
the option of the Holder and in the Holder’s sole discretion, the Holder may consider this Note immediately due and payable,
without presentment, demand, protest or (further) notice of any kind (other than notice of acceler- ation), all of which are hereby
expressly waived, anything herein or in any note or other instru- ments contained to the contrary notwithstanding, and the Holder
may immediately, and without expiration of any period of grace, enforce any and all of the Holder’s rights and remedies
provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default
interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest
permitted by law. In the event of a breach of Section 8(k) the penalty shall be $250 per day the shares are not issued beginning
on the 4th day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning
on the 10th day after the conversion notice was delivered to the Company.


 


If
the Holder shall commence an action or proceeding to enforce any provisions of this Note, in- cluding, without limitation, engaging
an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.


 


For
purposes of this Section 8, “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 OTC Markets, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market,
the Nasdaq Global Select Market, the New York Stock Exchange (or any successors to any of the foregoing).


 


9.
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 Deliver
Date, and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction
or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of
a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share
Delivery Date (a “Buy-In”), then the Company shall (A) pay in cash to the Holder, if any, the amount by which
(x) the Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y)
the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from the conversion
at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed
(including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Note in a principal
amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or
deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with
its delivery requirements hereunder. For example, if the Holder purchases Common Stock having a total pur- chase price of $11,000
to cover a Buy-In with respect to an attempted conversion of this Note with respect to which the actual sale price of the Conversion
Shares (including any brokerage commis- sions) giving rise to such purchase obligation was a total of $10,000 under clause (A)
of the im- mediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the
Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company,
evidence of the amount of such loss.


 




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10.
In case any provision of this Note is held by a court of competent jurisdic- tion to be excessive in scope or otherwise invalid
or unenforceable, such provision shall be ad- justed rather than voided, if possible, so that it is enforceable to the maximum
extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected
or impaired thereby.


 


11.
Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed
by the Company and the Holder.


 


12.
The Company represents that it is not a “shell” issuer and that if it previ- ously has been a “shell”
issuer that on the 180 day anniversary of the date of this Note at least 12 months would have passed since the Company has reported
Form 10 type information indicating it is no longer a “shell” issuer.


 


13.
The Company shall issue irrevocable transfer agent instructions reserving 62,229,450 shares of its Common Stock for conversions
under this Note (the “Share Reserve”). Upon full conversion of this Note, any shares remaining in the Share Reserve
shall be cancelled. The Company shall pay all transfer agent costs and legal opinion fees associated with issuing and delivering
the share certificates to Holder. If such amounts are to be paid by the Holder, it may deduct such amounts from the Conversion
Price. The Company should at all times reserve a min- imum of 250% of the amount of shares required if the Note would be fully
converted. The Holder may reasonably request increases from time to time to reserve such amounts. The Company will instruct its
transfer agent to provide the outstanding share information to the Holder in connection with its conversions.


 


13.
Intentionally Deleted.


 


14.
If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury,
the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest
permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim
or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal or interest
on this Note.


 


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


 






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


 


Dated:
October 2, 2019


 


	 	VERUS INTERNATIONAL, INC.
	 	 	 
	 	By:	                
	 	 	Anshu
    Bhatnagar, Chief Executive Officer


 




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EXHIBIT
A


 


NOTICE
OF CONVERSION


 


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


 


The
undersigned hereby irrevocably elects to convert $___________of the above Shares Note into_________of Common Stock of VERUS
INTERNATIONAL, INC. (“Shares”) according to the conditions set forth in such Note, as of the date written
below.


 


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


 


Date
of Conversion: _________________________________________________


Applicable
Conversion Price: __________________________________________


Signature:
__________________________________________________________


                                              [Print
Name of Holder and Title of Signer]


Address:
___________________________________________________________


                 ___________________________________________________________


 


SSN
or EIN:__________________________


Shares
are to be registered in the following name: _______________________________


 


Name:
__________________________________________________


Address:
________________________________________________


Tel:
____________________________________________________


Fax:
___________________________________________________


SSN
or EIN: ____________________________________________


 


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


 


Account
Name: ___________________________________________


Address:
_________________________________________________


 




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