Exhibit
10.1


 


NEITHER
THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD 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.


 


VERUS
INTERNATIONAL, INC.


 


CONVERTIBLE
NOTE


 


	Issuance
    Date: February 10, 2020	Original
    Principal Amount:	$420,000
	Note
    No. VRUS-1	Consideration
    Paid at Close:	$350,000


 


FOR
VALUE RECEIVED, Verus International, Inc., a Delaware corporation with a par value of $0.000001 per common share (“Par
Value”) (the “Company”), hereby promises to pay to the order of [___] or registered assigns (the “Holder”)
the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion
or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption
or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding
Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the “Issuance Date”)
until the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case
in accordance with the terms hereof).


 


The
Original Principal Amount is $420,000 (four hundred twenty thousand) plus accrued and unpaid interest and any other fees. The
Consideration is $350,000 (three hundred fifty thousand) payable by wire transfer (there exists a $70,000 original issue discount
(the “OID”)). The Holder shall pay $350,000 of Consideration upon closing of this Note. For purposes hereof, the term
“Outstanding Balance” means the Original Principal Amount, as reduced or increased, as the case may be, pursuant to
the terms hereof for conversion, breach hereof or otherwise, plus any accrued but unpaid interest, collection and enforcements
costs, and any other fees, penalties, damages or charges incurred under this Note.


 


(1)
GENERAL TERMS


 


(a)
Payment of Principal. The “Maturity Date” shall be nine months from the Issuance Date, and may extended
to twelve months from the Issuance Date at the option of the Holder.


 


(b)
Interest. A one-time interest charge of four percent (4%) (“Interest Rate”) shall be applied on the Issuance
Date to the Outstanding Balance. Interest hereunder shall be paid on the Maturity Date (or sooner as provided herein) to the Holder
or its assignee in whose name this Note is registered on the records of the Company regarding registration and transfers of Notes
in cash or converted into share of common stock of the Company (“Common Stock”) at the Conversion Price provided the
Equity Conditions are satisfied.


 




    	 



    	 



    

 


(c)
Security. This Note shall not be secured by any collateral or any assets pledged to the Holder


 


(d)
Notification of Variable Securities Issuances. If, at any time while this Note is outstanding, the Company makes any Variable
Security Issuances (as defined below) to any person or entity other than Investor, the Company must notify the Investor, in writing,
of such issuance within three business days of making such issuance. “Variable Security Issuance” shall mean any issuance
of any security that (i) has or may have conversion rights of any kind, contingent, conditional or otherwise, in which the number
of shares that may be issued pursuant to such conversion right varies with the market price of the Common Stock, or (ii) is or
may become convertible into Common Stock (including without limitation convertible debt, debentures, warrants or convertible preferred
stock), with a conversion price that varies with the market price of the Common Stock, even if such security only becomes convertible
following an event of default, the passage of time, or another trigger event or condition. For avoidance of doubt, the issuance
of shares of Common Stock under, pursuant to, in exchange for or in connection with any contract or instrument, whether convertible
or not, is deemed a Variable Security Issuance for purposes hereof if the number of shares of Common Stock to be issued is based
upon or related in any way to the market price of the Common Stock, including, but not limited to, Common Stock issued in connection
with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange.


 


(2)
EVENTS OF DEFAULT.


 


(a)
An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and
whether it 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)
The Company’s failure to pay to the Holder any amount of Principal, Interest, or other amounts when and as due under this
Note (including, without limitation, the Company’s failure to pay any redemption payments or amounts hereunder);


 


(ii)
A Conversion Failure as defined in section 3(b)(ii)


 


(iii)
The Company or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any subsidiary
of the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the
Company or any subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect
relating to the Company or any subsidiary of the Company or there is commenced against the Company or any subsidiary of the Company
any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 61 days; or the Company or any subsidiary
of the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding
is entered; or the Company or any subsidiary of the Company suffers any appointment of any custodian, private or court appointed
receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of sixty
one (61) days; or the Company or any subsidiary of the Company makes a general assignment for the benefit of creditors; or the
Company or any subsidiary of the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay,
its debts generally as they become due; or the Company or any subsidiary of the Company shall call a meeting of its creditors
with a view to arranging a composition, adjustment or restructuring of its debts; or the Company or any subsidiary of the Company
shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or
any corporate or other action is taken by the Company or any subsidiary of the Company for the purpose of effecting any of the
foregoing;


 




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(iv)
The Company or any subsidiary of the Company shall default in any of its obligations under any other Note or 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 of the Company or any subsidiary of the Company in an amount exceeding $100,000, whether such indebtedness now exists
or shall hereafter be created; and


 


(v)
The Common Stock is suspended or delisted for trading on the Over the Counter OTCQB Venture Marketplace or OTCPink Open Marketplace
(the “Primary Market”).


 


(vi)
The Company loses its ability to deliver shares via “DWAC/FAST” electronic transfer.


 


(vii)
The Company loses its status as “DTC Eligible.”


 


(viii)
The Company shall become late or delinquent in its filing requirements as a fully-reporting issuer registered with the Securities
& Exchange Commission.


 


(ix)
The Company shall fail to reserve and keep available out of its authorized Common Stock a number of shares equal to at least 3
(three) times the full number of shares of Common Stock issuable upon conversion of all outstanding amounts under this Note.


 


(x)
The Company shall fail to meet all requirements to satisfy the availability of Rule 144 to the Holder or its assigns including
but not limited to timely fulfillment of its filing requirements as a fully-reporting issuer registered with the SEC, requirements
for XBRL filings, and requirements for disclosure of financial statements on its website.


 


(xi)
Failure to comply with Section 1(d) of this Note.


 


(b)
Upon the occurrence of any Event of Default (without the need for any party to give any notice or take any other action), the
Outstanding Balance shall immediately and automatically increase to 120% of the Outstanding Balance immediately prior to the occurrence
of the Event of Default (the “Default Sum”). Upon the occurrence of any Event of Default, the Note shall become immediately
due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to
the Outstanding Balance, all without demand, presentment or notice, all of which hereby are expressly waived, together with all
costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all
other rights and remedies available at law or in equity, and the Conversion Price shall be redefined to equal the Market Price,
as defined herein.


 


(3)
CONVERSION OF NOTE. This Note shall be convertible into shares of the Company’s Common Stock, on the terms and conditions
set forth in this Section 3.


 


(a)
Conversion Right. Subject to the provisions of Section 3(c), at any time or times on or after the Issuance Date, the Holder
shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into fully paid and
nonassessable shares of Common Stock in accordance with Section 3(b), at the Conversion Price (as defined below). The number of
shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to this Section 3(a) shall be equal to the quotient
of dividing the Conversion Amount by the Conversion Price. The Company shall not issue any fraction of a share of Common Stock
upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall
round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and all transfer agent
fees, legal fees, costs and any other fees or costs that may be incurred or charged in connection with the issuance of shares
of the Company’s Common Stock to the Holder arising out of or relating to the conversion of this Note.


 




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(i)
“Conversion Amount” means the portion of the Original Principal Amount and Interest to be converted, plus any
penalties, redeemed or otherwise with respect to which this determination is being made.


 


(ii)
“Conversion Price” shall equal the $.0125 per share, subject to adjustments as provided in this note.


 


(b)
Mechanics of Conversion.


 


(i)
Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”),
the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY
Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the “Conversion
Notice”) to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the
“Share Delivery Date”), the Company shall (A) if legends are not required to be placed on certificates of Common
Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided
that the Transfer Agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities
Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s
or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer
Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified
in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common
Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant
the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than
the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as
practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver
to the holder a new Note representing the outstanding Principal not converted. The Person or Persons 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 or holders of such
shares of Common Stock upon the transmission of a Conversion Notice.


 


(ii)
Company’s Failure to Timely Convert. If within two (2) Trading Days after the Company’s receipt of the facsimile
or email copy of a Conversion Notice the Company shall fail to issue and deliver to Holder via “DWAC/FAST” electronic
transfer the number of shares of Common Stock to which the Holder is entitled upon such holder’s conversion of any Conversion
Amount (a “Conversion Failure”), the Original Principal Amount of the Note shall increase by $2,000 per day
until the Company issues and delivers a certificate to the Holder or credit the Holder’s balance account with DTC for the
number of shares of Common Stock to which the Holder is entitled upon such holder’s conversion of any Conversion Amount
(under Holder’s and Company’s expectation that any damages will tack back to the Issuance Date). Company will not
be subject to any penalties once its transfer agent processes the shares to the DWAC system. If the Company fails to deliver
shares in accordance with the timeframe stated in this Section, resulting in a Conversion Failure, the Holder, at any time prior
to selling all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable to the
unsold shares and have the rescinded conversion amount returned to the Outstanding Balance with the rescinded conversion shares
returned to the Company (under Holder’s and Company’s expectations that any returned conversion amounts will tack
back to the original date of the Note).


 




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(iii)
DWAC/FAST Eligibility. If the Company fails for any reason to deliver to the Holder the Shares by DWAC/FAST electronic
transfer (such as by delivering a physical stock certificate), or if there is a Conversion Failure as defined in Section 3(b)(ii),
and if the Holder incurs a Market Price Loss, then at any time subsequent to incurring the loss the Holder may provide the Company
written notice indicating the amounts payable to the Holder in respect of the Market Price Loss and the Company must make the
Holder whole by either of the following options at Holder’s election:


 


Market
Price Loss = [(High trade price for the period between the day of conversion and the day the shares clear in the Holder’s
brokerage account) x (Number of shares receivable from the conversion)] – [(Net Sales price realized by Holder) x (Number
of shares receivable from the conversion)].


 


Option
A – Pay Market Price Loss in Cash. The Company must pay the Market Price Loss by cash payment, and any such cash payment
must be made by the third business day from the time of the Holder’s written notice to the Company.


 


Option
B – Add Market Price Loss to Outstanding Balance. The Company must pay the Market Price Loss by adding the Market Price
Loss to the Outstanding Balance (under Holder’s and the Company’s expectation that any Market Price Loss amounts will
tack back to the Issuance Date).


 


In
the case that conversion shares are not deliverable by DWAC/FAST electronic transfer an additional 10% discount to the Conversion
Price will apply.


 


(iv)
DTC Eligibility & Sub-Penny. If the Company fails to maintain its status as “DTC Eligible” for any reason,
or, if the closing price of the Company’s common stock (as reported by QuotesMedia, Inc.) is less than $0.01 at any time
(regardless of whether or not a Conversion Notice has been submitted to the Company), the Principal Amount of the Note shall increase
by ten thousand dollars ($10,000) (under Holder’s and Company’s expectation that any Principal Amount increase will
tack back to the Issuance Date). In addition, the Conversion Price shall be permanently redefined to equal the lesser of (a) $0.01
or (b) the Market Price. The Market Price shall be defined as 50% of the lowest closing price occurring during the twenty (20)
consecutive Trading Days immediately preceding the applicable Conversion Date on which the Holder elects to convert all or part
of this Note, subject to adjustment as provided in this Note.


 


(v)
Par Value True-Up. In the event that the Conversion Price is less than Par Value on the Conversion Date, the Holder may
elect to submit a Conversion Notice (attached hereto as Exhibit A) with a conversion price equal to the Company’s Par Value.
In addition, upon written notice from the Holder in the form attached hereto as Exhibit B (the “True-Up Notice”),
the Holder may require the Company, at the Holder’s election, to either (A) issue and deliver to the Holder a number of
shares of Common Stock as equals (X) the Conversion Amount divided by 60% of the lowest closing price occurring during the twenty
(20) consecutive Trading Days immediately preceding the applicable Conversion Date, less (Y) the Conversion Amount divided by
the Par Value (Any additional shares of Common Stock issuable pursuant to this Section 3(b)(v) shall be referred to herein as
“True-Up Shares”), or (B) add to the Outstanding Balance a dollar amount equal to the number of True-Up Shares (as
calculated above) multiplied by the high trade price on the Conversion Date (Any dollar amount added to the Outstanding Balance
pursuant to this Section 3(b)(v) shall be referred to herein as the “True-Up Balance”) (under Holder’s and the
Company’s expectation that any True-Up Balance amounts will tack back to the Issuance Date).


 




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(vi)
Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance
with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion
Amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which
notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder
and the Company shall maintain records showing the Principal and Interest 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 conversion.


 


(c)
Limitations on Conversions or Trading.


 


(i)
Beneficial Ownership. The Company shall not effect any conversions of this Note and the Holder shall not have the right
to convert any portion of this Note or receive shares of Common Stock as payment of interest hereunder to the extent that after
giving effect to such conversion or receipt of such interest payment, the Holder, together with any affiliate thereof, would beneficially
own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99%
of the number of shares of Common Stock outstanding immediately after giving effect to such conversion or receipt of shares as
payment of interest. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may
hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock
in excess of 4.99% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially
owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction
contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the
limitation contained in this Section applies, the determination of which portion of the principal amount of this Note is convertible
shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount
of this Note that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in
the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the
conversion for the maximum principal amount permitted to be converted on such Conversion Date in accordance with Section 3(a)
and, any principal amount tendered for conversion in excess of the permitted amount hereunder shall remain outstanding under this
Note. In the event that the Market Capitalization of the Company falls below $2,500,000, the term “4.99%” above shall
be permanently replaced with “9.99%”. “Market Capitalization” shall be defined as the product of (a) the
closing price of the Common Stock of the Common stock multiplied by (b) the number of shares of Common Stock outstanding as reported
on the Company’s most recently filed Form 10-K or Form 10-Q. The provisions of this Section may be waived by Holder upon
not less than 65 days prior written notification to the Company.


 


(ii)
Capitalization. So long as this as this Note is outstanding, upon written request of the Holder, the Company shall furnish
to the Holder the then-current number of common shares issued and outstanding, the then-current number of common shares authorized,
and the then-current number of shares reserved for third parties.


 


(d)
Other Provisions.


 


(i)
Share Reservation. The Company shall at all times reserve and keep available out of its authorized Common Stock a number
of shares equal to at least 3 (three) times the full number of shares of Common Stock issuable upon conversion of all outstanding
amounts under this Note at the Market Price; and within 3 (three) Business Days following the receipt by the Company of a Holder’s
notice that such minimum number of shares of Common Stock is not so reserved, the Company shall promptly reserve a sufficient
number of shares of Common Stock to comply with such requirement.


 




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(ii)
Prepayment. During the first 180 days this Note is in effect, upon 10 business days’ notice to Holder (“Notice
Period”), the Company may redeem this Note by paying to the Holder an amount as follows (“Redemption Amount”):
(i) if the redemption is within the first 90 days this Note is in effect, then for an amount equal to 105% of the Outstanding
Balance of this Note along with any interest that has accrued during that period, (ii) if the redemption is on or between the
91st and 120th day this Note is in effect, then for an amount equal to 110% of the Outstanding Balance of
this Note along with any accrued interest, (iii) if the redemption is on or between the 121st and 150th
day this Note is in effect, then for an amount equal to 115% of the Outstanding Balance of this Note along with any accrued interest,
(iv) if the redemption is on or between the 151st and 180th day this Note is in effect, then for an amount
equal to 120% of the Outstanding Balance of this Note along with any accrued interest. This Note may not be redeemed after 180
days without written consent of the Holder. The redemption must be closed and paid for within 3 business days following the Notice
Period or the redemption will be deemed invalid and the Company may not redeem this Note. In the event that this Note is not redeemed
prior to the 180th day from the Issuance Date, the Conversion Price shall be redefined to equal the lesser of $0.0125
or the Market Price, as defined in this Note. The Holder may convert this Note pursuant to the terms hereof at all times, including
during the Notice Period, until the Redemption Amount has been received in full.


 


(iii)
Terms of Future Issuances. So long as this Note is outstanding, upon any issuance by the Company or any of its subsidiaries
of any promissory note, debenture or security (each referred to as a “Security”) (or upon any amendment to or conversion
of any existing Security) with any term more favorable to the holder of such Security or with a term in favor of the holder of
such Security that was not similarly provided to the Holder in this Note, then the Company shall notify the Holder of such additional
or more favorable term and such term, at Holder’s option, shall become a part of the Note. The types of terms contained
in another Security that may be more favorable to the holder of such Security include, but are not limited to, terms addressing
conversion discounts, conversion lookback periods, conversions or exchanges of existing notes or debentures, interest rates, original
issue discounts, stock sale price, private placement price per share, and warrant coverage.


 


(iv)
Dilutive Issuances. If the Company or any Subsidiary thereof, as applicable, at any time while this Note is outstanding,
shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce
any offer, 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 less than the then Conversion Price (such lower
price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of
the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments,
reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share
which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share
which is less 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 and only reduced to equal the Base Share Price.
Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. 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 3(d)(iv), 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 3(d)(iv), upon the occurrence of any Dilutive
Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of shares based upon the Base Share
Price regardless of whether the Holder accurately refers to the Base Share Price in the Conversion Notice.


 


(v)
All calculations under this Section 3 shall be rounded up to the nearest $0.00001 or whole share.


 




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(vi)
Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section
2 herein for the Company’s failure to deliver certificates representing shares of Common Stock upon conversion within the
period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including,
without limitation, a decree of specific performance and/or injunctive relief, in each case without the need to post a bond or
provide other security. 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.


 


(4)
RESERVED.


 


(5)
PIGGYBACK REGISTRATION RIGHTS. The Company shall include on the next registration statement the Company files with SEC
(or on the subsequent registration statement if such registration statement is withdrawn) all shares issuable upon conversion
of this Note. Failure to do so will result in liquidated damages of 25% of the outstanding principal balance of this Note, but
not less than $25,000, being immediately due and payable to the Holder at its election in the form of cash payment or addition
to the balance of this Note.


 


(6)
REISSUANCE OF THIS NOTE.


 


(a)
Assignability. The Company may not assign this Note. This Note will be binding upon the Company and its successors and
will inure to the benefit of the Holder and its successors and assigns and may be assigned by the Holder to anyone of its choosing
without Company’s approval.


 


(b)
Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking
by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the
Company shall execute and deliver to the Holder a new Note representing the outstanding Principal.


 


(7)
NOTICES. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof
must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt,
when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by
the sending party) (iii) upon receipt, when sent by email; or (iv) one (1) Trading Day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers
for such communications shall be those set forth in the communications and documents that each party has provided the other immediately
preceding the issuance of this Note or at such other address and/or facsimile number and/or to the attention of such other person
as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness
of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication,
(ii) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile
number and an image of the first page of such transmission or (iii) provided by a nationally recognized overnight delivery service,
shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery
service in accordance with clause (i), (ii) or (iii) above, respectively.


 




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The
addresses for such communications shall be:


 


If
to the Company, to:


 


Verus
International, Inc.


9841
Washingtonian Boulevard #390


Gaithersburg,
MD 20878 Attn: Anshu Bhatnagar, CEO


Email:
Anshu Bhatnagar <ab@verusfoods.com>


 


If
to the Holder:


 


[___]


Attn:
[___]


 


(8)
APPLICABLE LAW AND VENUE. This Note shall be governed by and construed in accordance with the laws of the State of Nevada,
without giving effect to conflicts of laws thereof. Any action brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the state courts of California or in the federal courts located in the
city and county of San Diego, in the State of California. Both parties and the individuals signing this Agreement agree to submit
to the jurisdiction of such courts.


 


(9)
WAIVER. Any waiver by 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 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. Any waiver must be
in writing.


 


(10)
LIQUIDATED DAMAGES. Holder and Company agree that in the event Company fails to comply with any of the terms or provisions
of this Note, Holder’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the
parties’ inability to predict future interest rates, future share prices, future trading volumes and other relevant factors.
Accordingly, Holder and Company agree that any fees, balance adjustments, default interest or other charges assessed under this
Note are not penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (under Holder’s
and Company’s expectations that any such liquidated damages will tack back to the Closing Date for purposes of determining
the holding period under Rule 144).


 


(11)
ADJUSTMENTS. Notwithstanding anything to the contrary, any references herein to share numbers or share prices shall be
appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.


 


(12)
PUBLIC DISCLOSURES. The Company shall be obligated to disclose this Note, and any amendments to this Note, by filing a
form 8-K with the Securities and Exchange Commission within five business days from the date of this Note or any amendments to
this Note. Failure to comply with this Section 12 shall constitute an Event of Default.


 


[Signature
Page Follows]


 




    	 	9	 



    	 



    

 


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


 


	 	COMPANY:
	 	 
	 	Verus
    International, Inc.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:
    	Anshu
    Bhatnagar
	 	 	 
	 	Title:
    	Chief
    Executive Officer
	 	 	 
	 	HOLDER:
	 	 	 
	 	[___]	 
	 	 	 
	 	By:	 
	 	 	 
	 	Name:
    	[___]
	 	 	 
	 	Title:
    	[___]


 


[Signature
Page to Convertible Note No. VRUS-1]


 




    	 



    	 



    

 


EXHIBIT
A


CONVERSION
NOTICE


 


[Company
Contact, Position]


Verus
International, Inc.


[Company
Address]


[Contact
Email Address}


 


The
undersigned hereby elects to convert a portion of the $                    Convertible
Note issued to [___] on                                                                into
Shares of Common Stock of                               according
to the conditions set forth in such Note as of the date written below.


 


By
accepting this notice of conversion, you are acknowledging that the number of shares to be delivered represents less than 10%
(ten percent) of the common stock outstanding. If the number of shares to be delivered represents more than 9.99% of the common
stock outstanding, this conversion notice shall immediately automatically extinguish and debenture Holder must be immediately
notified.


 


	Date
    of Conversion: 	 	 
	 	 	 
	Conversion
    Amount: 	 	 
	 	 	 
	Conversion
    Price: 	 	 
	 	 	 
	Shares
    to be Delivered:	 	 


 


Shares
delivered in name of:


 


[___]


 


	Signature:	 
	 	By:
	 	Title:


 




    	 



    	 



    

 


EXHIBIT
B


TRUE-UP
NOTICE


 


[Company
Contact, Position]


Verus
International, Inc.


[Company
Address]


[Contact
Email Address}


 


The
undersigned hereby gives notice to Verus International, Inc., a                    corporation
(the “Company”), pursuant to that certain Note dated                      ,
20   by and between the Company and the Holder (the “Note”), that the Holder elects to:


 


	          	Receive
    fully paid and non-assessable True-Up Shares pursuant to Section 3(b)(v) of the Note (such Additional Origination Shares shall
    be calculated as set forth below), or
	 	 
	          	Add
    to the Outstanding Balance a dollar amount equal to the True-Up Amount (such True-Up Amount shall be calculated as set forth
    below).


 


The
number of True-Up Shares Holder is entitled to receive is calculated as follows:


 


	 	Conversion
    Amount ($           ) /             %
    of the lowest trade occurring during the                         (    )
    consecutive Trading Days immediately preceding the applicable Conversion Date ($_. ) - Conversion Amount ($   )
    divided by the Par Value ($_. ) =
	 	 
	 	                         True-Up
    Shares


 


The
amount of True-Up Balance to be added to the Outstanding Balance is calculated as follows:


 


	 	Number
    of True-Up Shares (   ) * high trade price on the Conversion Date ($_. )=
	 	 
	 	                       True-Up
    Balance


 


Shares
delivered in name of:


 


[___]


 


	Signature:	 
	 	By:
	 	Title: