Exhibit 10.2


 





NEITHER
THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE 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.


 


GENERATION
ALPHA, INC.


 


Secured
Convertible Debenture


 


	Issuance
    Date: February 11, 2020	Original
    Principal Amount:	$150,000
	No.
    GNAL-1-1	 	 


 


FOR
VALUE RECEIVED, GENERATION ALPHA, INC., a Nevada corporation (the “Company”), hereby promises to pay to
the order of YAII PN, LTD. 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, on 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,
whether upon the Maturity Date, acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).
This Convertible Debenture (including all Convertible Debentures issued in exchange, transfer or replacement hereof, this “Debenture”)
is issued pursuant to the Securities Purchase Agreement. Certain capitalized terms used herein are defined in Section 17.


 


(1)
GENERAL TERMS


 


(a)
Payment of Principal. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding
Principal, accrued and unpaid Interest. The “Maturity Date” shall be August 10, 2021, as may be extended at
the option of the Holder (i) in the event that, and for so long as, an Event of Default (as defined below) shall have occurred
and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) or any event shall have occurred and be
continuing on the Maturity Date (as may be extended pursuant to this Section 1) that with the passage of time and the failure
to cure would result in an Event of Default. Other than as specifically permitted by this Debenture, the Company may not prepay
or redeem any portion of the outstanding Principal without the prior written consent of the Holder.


 







    	 



    	 



    

 


(b)
Interest. Interest shall accrue on the outstanding principal balance hereof at an annual rate equal to 10% (“Interest
Rate”). Interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed, to the extent
permitted by applicable law. Interest hereunder shall be paid on the Maturity Date (or sooner if upon conversion or acceleration
by the Holder as provided herein) to the Holder or its assignee in whose name this Debenture is registered on the records of the
Company regarding registration and transfers of Debentures at the option of the Company in cash, or, provided that the Equity
Conditions are then satisfied converted into Common Stock at the Market Conversion Price on the Trading Day immediately prior
to the date paid.


 


(a)
Security and Guaranty. This Debenture is secured by (i) a security interest in all of the assets of the Company and of
each of the Company’s subsidiaries pursuant to 4th Amended and Restated Security Agreement by and between the
Company, its wholly owned subsidiaries and the Investor dated October 29, 2019 (all such security agreements shall be referred
to as the “Security Agreement”) and (ii) subject to a global guarantee pursuant to the 3rd Amended
and Restated Global Guaranty by and between each of the Company’s wholly owned subsidiaries and the Investor dated October
29, 2019 (the “Guaranty” and collectively with the Security Agreement, the “Security Documents”).


 


(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
Debenture (including, without limitation, the Company’s failure to pay any redemption payments or amounts hereunder) or
any other Transaction Document;


 


(ii)
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 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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(iii)
The Company or any subsidiary of the Company shall default in any of its obligations under any other debenture 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 such default shall result in such indebtedness becoming or being declared due and
payable prior to the date on which it would otherwise become due and payable;


 


(iv)
If the Common Stock is quoted or listed for trading on the following and it ceases to be so quoted or listed for trading and shall
not again be quoted or listed for trading on the OTCQB-MKT (the “Primary Market”) within 5 Trading Days of
such delisting;


 


(v)
The Company or any subsidiary of the Company shall be a party to any Change of Control Transaction (as defined in Section 17)
unless in connection with such Change of Control Transaction this Debenture is retired;


 


(vi)
The Company shall fail to file the Underlying Shares Registration Statement with the Commission, or the Underlying Shares Registration
Statement shall not have been declared effective by the Commission, in each case within 30 days of the periods set forth in the
Registration Rights Agreement (“Registration Rights Agreement”) dated the date hereof among the Company and
the Holder, or, while the Underlying Shares Registration Statement is required to be maintained effective pursuant to the terms
of the Registration Rights Agreement, the effectiveness of the Underlying Shares Registration Statement lapses for any reason
(including, without limitation, the issuance of a stop order) or is unavailable to the Holder for sale of all of the Holder’s
Registrable Securities (as defined in the Registration Rights Agreement) in accordance with the terms of the Registration Rights
Agreement, and such lapse or unavailability continues for a period of more than 10 consecutive Trading Days or for more than an
aggregate of 20 days in any 365-day period (which need not be consecutive);


 


(vii)
the Company’s (A) failure to cure a Conversion Failure by delivery of the required number of shares of Common Stock within
3 Business Days after the applicable Conversion Failure or (B) notice, written or oral, to any holder of the Debenture, including
by way of public announcement, at any time, of its intention not to comply with a request for conversion of the Debenture into
shares of Common Stock that is tendered in accordance with the provisions of the Debentures, other than pursuant to Section 4(e);


 




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(viii)
The Company shall fail for any reason to deliver the payment in cash pursuant to a Buy-In (as defined herein) within 3 Business
Days after such payment is due;


 


(ix)
The Company shall fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach
or default of any provision of this Debenture (except as may be covered by Section 2(a)(i) through 2(a)(vii) hereof) or any Transaction
Documents (as defined in Section 17) which is not cured within the time prescribed.


 


(x)
any Event of Default occurs with respect to any Transaction Document.


 


(b)
During the time that any portion of this Debenture is outstanding, if any Event of Default has occurred, the full unpaid Principal
amount of this Debenture, together with interest and other amounts owing in respect thereof, to the date of acceleration shall
become at the Holder’s election, immediately due and payable in cash; provided however, the Holder may request (but shall
have no obligation to request) payment of such amounts in Common Stock of the Company. If an Event of Default occurs and for so
long as such Event of Default remains uncured, the Interest Rate on this Debenture shall immediately become 15% per annum and
shall remain at such increased interest rate until the applicable Event of Default is cured. Furthermore, in addition to any other
remedies, the Holder shall have the right (but not the obligation) to convert this Debenture at any time after (x) an Event of
Default at the Market Conversion Price or (y) the Maturity Date at the Market Conversion Price. The Holder need not provide and
the Company hereby waives any presentment, demand, protest or other notice of any kind, (other than required notice of conversion)
and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder
and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by Holder at any time
prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent
thereon.


 


(3)
COMPANY REDEMPTION.


 


(a)
Company’s Cash Redemption. The Company at its option shall have the right to redeem (a “Redemption”),
in part or in whole, outstanding Principal and Interest under this Debenture prior to the Maturity Date provided that as of the
date of the Holder’s receipt of a Redemption Notice (as defined herein) there is no Equity Conditions Failure. The Company
shall pay an amount equal to the principal amount being redeemed plus a redemption premium (“Redemption Premium”)
equal to 25% of the outstanding Principal Amount being redeemed plus outstanding and accrued Interest. In order to make a Redemption
pursuant to this Section, the Company shall first provide 10 business days advanced written notice to the Holder of its intention
to make a redemption (the “Redemption Notice”) setting forth the amount of Principal and Interest it desires
to redeem plus the applicable Redemption Premium (the “Redemption Amount”). After receipt of the Redemption
Notice the Holder shall have 9 Business Days to elect to convert all or any portion of this Debenture, subject to the limitations
set forth in Section 4(e). On the 11th Business Day after the Redemption Notice, the Company shall deliver to the Holder
via wire transfer of immediately available funds the Redemption Amount with respect to the Principal Amount and Interest redeemed
after giving effect to conversions by the Holder effected during the 5 Business Day period.


 




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(4)
CONVERSION OF DEBENTURE. This Debenture shall be convertible into shares of the Company’s Common Stock, on the terms
and conditions set forth in this Section 4.


 


(a)
Conversion Right. Subject to the provisions of Section 4(f), at any time or times on or after the Issuance Date and not
withstanding any pending Company Redemption, the Holder shall be entitled to convert at its option 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
4(e), at the Market Conversion Price except as provided for in Section 2(b). The number of shares of Common Stock issuable upon
conversion of any Conversion Amount pursuant to this Section 4(a) shall be determined by dividing (x) such Conversion Amount by
(y) the Market Conversion Price, as applicable (the “Conversion Rate”). 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, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon conversion
of any Conversion Amount.


 


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


 


(c)
“Market Conversion Price” means, as of any Conversion Date (as defined below) or other date of determination,
75% of the lowest VWAP of the Company’s Common Stock during the 10 Trading Days immediately preceding the Conversion Date.
All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction.


 






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(d)
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 electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time,
on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion
Notice”) to the Company and (B) if required by Section 4(e)(iii), surrender this Debenture to a nationally recognized
overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company
with respect to this Debenture in the case of its loss, theft or destruction). On or before the 3rd Business Day following the
date of receipt of a Conversion Notice (the “Share Delivery Date”), the Company shall (X) if legends are not
required to be placed on certificates of Common Stock pursuant to the Securities Purchase Agreement 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 (Y) 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 to Section 3(g) of the Securities
Purchase Agreement. If this Debenture is physically surrendered for conversion and the outstanding Principal of this Debenture
is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable
and in no event later than 3 Business Days after receipt of this Debenture and at its own expense, issue and deliver to the holder
a new Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of
Common Stock issuable upon a conversion of this Debenture 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 3 Trading Days after the Company’s receipt by electronic mail
a copy of a Conversion Notice the Company shall fail to issue and deliver 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 conversion of any
Conversion Amount (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an
open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by the Holder of Common Stock issuable
upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company
shall, within 3 Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the
Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket
expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which
point the Company’s obligation to deliver such certificate (and to issue such Common Stock) shall terminate, or (ii) promptly
honor its obligation to deliver to the Holder a certificate or certificates representing such Common Stock and pay cash to the
Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock,
times (B) the Closing Bid Price on the Conversion Date.


 


(iii)
Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Debenture
in accordance with the terms hereof, the Holder shall not be required to physically surrender this Debenture to the Company unless
(A) the full Conversion Amount represented by this Debenture 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 Debenture upon physical
surrender of this Debenture. 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 Debenture upon conversion.


 






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(e)
Limitations on Conversions.


 


(i)
Beneficial Ownership. The Company shall not effect any conversions of this Debenture and the Holder shall not have the
right to convert any portion of this Debenture 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 Debenture
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 Debenture 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 4(a) and, any principal amount tendered for conversion in excess of the permitted amount hereunder shall remain outstanding
under this Debenture. The provisions of this Section may be waived by a Holder (but only as to itself and not to any other Holder)
upon not less than 65 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.


 








(f)
Other Provisions.


 


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


 


(ii)
All calculations under this Section 4 shall be rounded to the nearest $0.0001 or whole share.


 


(iii)
The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common
Stock solely for the purpose of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as
herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder,
not less than such number of shares of the Common Stock as shall (subject to any additional requirements of the Company as to
reservation of such shares set forth in this Debenture or in the Transaction Documents) be issuable (taking into account the adjustments
and restrictions set forth herein) upon the conversion of the outstanding principal amount of this Debenture and payment of interest
hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly
authorized, issued and fully paid, nonassessable and, if the Underlying Shares Registration Statement has been declared effective
under the Securities Act, registered for public sale in accordance with such Underlying Shares Registration Statement.


 




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(iv)
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.


 


(5)
Adjustments to the Market Conversion Price.


 


(a)
Adjustment of Market Conversion Price upon Issuance of Convertible Securities. If the Company, at any time while this Debenture
is outstanding, issues or sells, or in accordance with this Section 5(a) is deemed to have issued or sold, any security convertible
into shares of the Company’s Common Stock, for a consideration per share (the “New Issuance Price”) less
than a price equal to the Market Conversion Price in effect immediately prior to such issue or sale (such price the “Applicable
Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance the
Market Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price.


 


(b)
Purchase Rights. If at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase
stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase
Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate
Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon
complete conversion of this Debenture (without taking into account any limitations or restrictions on the convertibility of this
Debenture) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or,
if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue
or sale of such Purchase Rights.


 


(c)
Other Events. If any event occurs of the type contemplated by the provisions of this Section 5 but not expressly provided
for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other
rights with equity features), then the Company’s Board of Directors will make an appropriate adjustment in the Conversion
Price so as to protect the rights of the Holder under this Debenture; provided that no such adjustment will increase the Conversion
Price as otherwise determined pursuant to this Section 5.


 


(d)
Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation
of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other
assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make
appropriate provision to insure that the Holder will thereafter have the right to receive upon a conversion of this Debenture,
at the Holder’s option, (i) in addition to the shares of Common Stock receivable upon such conversion, such securities or
other assets to which the Holder would have been entitled with respect to such shares of Common Stock had such shares of Common
Stock been held by the Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions
on the convertibility of this Debenture) or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion,
such securities or other assets received by the holders of shares of Common Stock in connection with the consummation of such
Corporate Event in such amounts as the Holder would have been entitled to receive had this Debenture initially been issued with
conversion rights for the form of such consideration (as opposed to shares of Common Stock) at a conversion rate for such consideration
commensurate with the Conversion Rate. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory
to the Required Holders. The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall
be applied without regard to any limitations on the conversion or redemption of this Debenture.


 




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(e)
Whenever the Market Conversion Price is adjusted pursuant to Section 5 hereof, the Company shall promptly mail to the Holder a
notice setting forth the Market Conversion Price after such adjustment and setting forth a brief statement of the facts requiring
such adjustment.


 


(f)
In case of any (1) merger or consolidation of the Company or any subsidiary of the Company with or into another Person, or (2)
sale by the Company or any subsidiary of the Company of more than one-half of the assets of the Company in one or a series of
related transactions, a Holder shall have the right to (A) exercise any rights under Section 2(b), (B) convert the aggregate amount
of this Debenture then outstanding into the shares of stock and other securities, cash and property receivable upon or deemed
to be held by holders of Common Stock following such merger, consolidation or sale, and such Holder shall be entitled upon such
event or series of related events to receive such amount of securities, cash and property as the shares of Common Stock into which
such aggregate principal amount of this Debenture could have been converted immediately prior to such merger, consolidation or
sales would have been entitled, or (C) in the case of a merger or consolidation, require the surviving entity to issue to the
Holder a convertible Debenture with a principal amount equal to the aggregate principal amount of this Debenture then held by
such Holder, plus all accrued and unpaid interest and other amounts owing thereon, which such newly issued convertible Debenture
shall have terms identical (including with respect to conversion) to the terms of this Debenture, and shall be entitled to all
of the rights and privileges of the Holder of this Debenture set forth herein and the agreements pursuant to which this Debentures
were issued. In the case of clause (C), the conversion price applicable for the newly issued shares of convertible preferred stock
or convertible Debentures shall be based upon the amount of securities, cash and property that each share of Common Stock would
receive in such transaction and the Market Conversion Price in effect immediately prior to the effectiveness or closing date for
such transaction. The terms of any such merger, sale or consolidation shall include such terms so as to continue to give the Holder
the right to receive the securities, cash and property set forth in this Section upon any conversion or redemption following such
event. This provision shall similarly apply to successive such events.


 




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(6)
REISSUANCE OF THIS DEBENTURE.


 


(a)
Transfer. If this Debenture is to be transferred, the Holder shall surrender this Debenture to the Company, whereupon the
Company will, subject to the satisfaction of the transfer provisions of the Securities Purchase Agreement, forthwith issue and
deliver upon the order of the Holder a new Debenture (in accordance with Section 6(d)), registered in the name of the registered
transferee or assignee, representing the outstanding Principal being transferred by the Holder and, if less then the entire outstanding
Principal is being transferred, a new Debenture (in accordance with Section 6(d)) to the Holder representing the outstanding Principal
not being transferred. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of
the provisions of Section 4(e)(iii) following conversion or redemption of any portion of this Debenture, the outstanding Principal
represented by this Debenture may be less than the Principal stated on the face of this Debenture.


 


(b)
Lost, Stolen or Mutilated Debenture. Upon receipt by the Company of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this Debenture, 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 Debenture, the Company shall execute and deliver to the Holder a new Debenture (in accordance with Section 6(d)) representing
the outstanding Principal.


 


(c)
Debenture Exchangeable for Different Denominations. This Debenture is exchangeable, upon the surrender hereof by the Holder
at the principal office of the Company, for a new Debenture or Debentures (in accordance with Section 6(d)) representing in the
aggregate the outstanding Principal of this Debenture, and each such new Debenture will represent such portion of such outstanding
Principal as is designated by the Holder at the time of such surrender.


 


(d)
Issuance of New Debentures. Whenever the Company is required to issue a new Debenture pursuant to the terms of this Debenture,
such new Debenture (i) shall be of like tenor with this Debenture, (ii) shall represent, as indicated on the face of such new
Debenture, the Principal remaining outstanding (or in the case of a new Debenture being issued pursuant to Section 6(a) or Section
6(c), the Principal designated by the Holder which, when added to the principal represented by the other new Debentures issued
in connection with such issuance, does not exceed the Principal remaining outstanding under this Debenture immediately prior to
such issuance of new Debentures), (iii) shall have an issuance date, as indicated on the face of such new Debenture, which is
the same as the Issuance Date of this Debenture, (iv) shall have the same rights and conditions as this Debenture, and (v) shall
represent accrued and unpaid Interest from the Issuance Date.


 


(7)
NOTICES. Any notices, consents, waivers
or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed
to have been delivered upon: (i) receipt, when delivered personally, (ii) 1 Business Day after deposit with
an overnight courier service with next day delivery specified, in each case,
properly addressed to the party to receive the
same, or (iii) receipt, when sent by electronic mail (provided that the electronic mail transmission is not returned in
error or the sender is not otherwise notified of any error in transmission. The addresses and email addresses for such communications
shall be:


 







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	If
    to the Company, to:	Generation
    Alpha, Inc.
	 	853
    Sandhill Ave
	 	Carson,
    CA 30577
	 	Attention:
                                         Tiffany Davis

        

	 	Telephone:
	 	Email:
    tiffany@genalphinc.com
	 	 
	With
    a copy to: 	Sichenzia
                                         Ross Ference LLP

        

        

        

        

	 	1185
    Avenue of the Americas – 37th Floor
	 	New
    York, NY 10036
	 	Attention:
    James M. Turner
	 	Telephone:
    (212)930-9700
	 	Email:
    jturner@srf.law


 


	If
    to the Holder:	YAII
                                         PN, Ltd.

        

	 	c/o
    Yorkville Advisors Global, LP
	 	1012
    Springfield Avenue
	 	Mountainside,
    NJ 07092
	 	Attention:
                                         Mark Angelo

        

        

	 	Telephone: (201)
    536-5109
	 	Email:
    mangelo@yorkvilleadvisors.com
	 	 
	With
    a copy to:	David
    Gonzalez, Esq. 
	 	1012
    Springfield Avenue
	 	Mountainside,
    NJ 07092
	 	Telephone:
    (201) 536-5109
	 	Email:
    dgonzalez@yorkvilleadvisors.com


 


or
at such other address and/or electronic email address and/or to the attention of such other person as the recipient party has
specified by written notice given to each other party 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 computer containing the time, date, recipient’s electronic mail address and the text of
such electronic mail or (iii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of
personal service, receipt by electronic mail or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.


 


(8)
Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligations of the Company, which
are absolute and unconditional, to pay the principal of, interest and other charges (if any) on, this Debenture at the time, place,
and rate, and in the coin or currency, herein prescribed. This Debenture is a direct obligation of the Company. As long as this
Debenture is outstanding, the Company shall not and shall cause their subsidiaries not to, without the consent of the Holder,
(i) amend its certificate of incorporation, bylaws or other charter documents so as to adversely affect any rights of the Holder
(which shall include combining (by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares);
(ii) repay, repurchase or offer to repay, repurchase or otherwise acquire shares of its Common Stock or other equity securities
other than as to the Underlying Shares to the extent permitted or required under the Transaction Documents; or (iii) enter into
any agreement with respect to any of the foregoing.


 




    	11



    	 



    

 


(9)
This Debenture shall not entitle the Holder to any of the rights of a stockholder of the Company, including without limitation,
the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders
or any other proceedings of the Company, unless and to the extent converted into shares of Common Stock in accordance with the
terms hereof.


 


(10)
No indebtedness of the Company is senior to this Debenture in right of payment, whether with respect to interest, damages or upon
liquidation or dissolution or otherwise. Without the Holder’s consent, the Company will not and will not permit any of their
subsidiaries to, directly or indirectly, enter into, create, incur, assume or suffer to exist any indebtedness of any kind, on
or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits
there from that is senior in any respect to the obligations of the Company under this Debenture.


 


(11)
This Debenture shall be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect
to conflicts of laws thereof. Each of the parties consents to the jurisdiction of the Superior Courts of the State of New Jersey
sitting in Union County, New Jersey and the U.S. District Court for the District of New Jersey sitting in Newark, New Jersey in
connection with any dispute arising under this Debenture and hereby waives, to the maximum extent permitted by law, any objection,
including any objection based on forum non conveniens to the bringing of any such proceeding in such jurisdictions.


 


(12)
If the Company fails to strictly comply with the terms of this Debenture, then the Company shall reimburse the Holder promptly
for all fees, costs and expenses, including, without limitation, attorneys’ fees and expenses incurred by the Holder in
any action in connection with this Debenture, including, without limitation, those incurred: (i) during any workout, attempted
workout, and/or in connection with the rendering of legal advice as to the Holder’s rights, remedies and obligations, (ii)
collecting any sums which become due to the Holder, (iii) defending or prosecuting any proceeding or any counterclaim to any proceeding
or appeal; or (iv) the protection, preservation or enforcement of any rights or remedies of the Holder.


 


(13)
Any waiver by the Holder of a breach of any provision of this Debenture 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 Debenture. The failure of the Holder to insist
upon strict adherence to any term of this Debenture 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 Debenture. Any waiver must
be in writing.


 


(14)
If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect,
and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons
and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable
laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted
rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which
would prohibit or forgive the Company from paying all or any portion of the principal of or interest on this Debenture as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this
indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such
law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted
to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.


 




    	12



    	 



    

 


(15)
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.


 


(16)
THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DOCUMENT OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE PARTIES’ ACCEPTANCE OF THIS AGREEMENT.


 


(17)
CERTAIN DEFINITIONS For purposes of this Debenture, the following terms shall have the following meanings:


 


(a)
“Bloomberg” means Bloomberg Financial Markets.


 


(b)
“Business Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in
the United States or a day on which banking institutions are authorized or required by law or other government action to close.


 


(c)
“Change of Control Transaction” means the occurrence of (a) an acquisition after the date hereof by an individual
or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control
(whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 50%
of the voting securities of the Company (except that the acquisition of voting securities by the Holder or any other current holder
of convertible securities of the Company shall not constitute a Change of Control Transaction for purposes hereof), (b) a replacement
at one time or over time of more than one-half of the members of the board of directors of the Company which is not approved by
a majority of those individuals who are members of the board of directors on the date hereof (or by those individuals who are
serving as members of the board of directors on any date whose nomination to the board of directors was approved by a majority
of the members of the board of directors who are members on the date hereof), (c) the merger, consolidation or sale of 50% or
more of the assets of the Company or any subsidiary of the Company in one or a series of related transactions with or into another
entity, or (d) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing
for any of the events set forth above in (a), (b) or (c).


 




    	13



    	 



    

 


(d)
“Closing Bid Price” means the price per share in the last reported trade of the Common Stock on a Primary Market
or on the exchange which the Common Stock is then listed as quoted by Bloomberg.


 


(e)
“Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible
into or exercisable or exchangeable for Common Stock.


 


(f)
“Commission” means the Securities and Exchange Commission.


 


(g)
“Common Stock” means the common stock, par value $[__], of the Company and stock of any other class into which
such shares may hereafter be changed or reclassified.


 


(h)
“Equity Conditions” means that each of the following conditions is satisfied: (i) on each day during the period
beginning 2 weeks prior to the applicable date of determination and ending on and including the applicable date of determination
(the “Equity Conditions Measuring Period”), either (x) the Underlying Shares Registration Statement filed pursuant
to the Registration Rights Agreement shall be effective and available for the resale of all applicable shares of Common Stock
to be issued in connection with the event requiring determination or (y) all applicable shares of Common Stock to be issued in
connection with the event requiring determination shall be eligible for sale without restriction and without the need for registration
under any applicable federal or state securities laws; (ii) on each day during the Equity Conditions Measuring Period, the Common
Stock is designated for quotation on the Principal Market and shall not have been suspended from trading on such exchange or market
nor shall delisting or suspension by such exchange or market been threatened or pending either (A) in writing by such exchange
or market or (B) by falling below the then effective minimum listing maintenance requirements of such exchange or market; (iii)
during the Equity Conditions Measuring Period, the Company shall have delivered Conversion Shares upon conversion of the Debentures
to the Holder on a timely basis as set forth in Section 4(e)(i) hereof; (iv) any applicable shares of Common Stock to be issued
in connection with the event requiring determination may be issued in full without violating Section 4(f) hereof and the rules
or regulations of the Primary Market; (v) during the Equity Conditions Measuring Period, there shall not have occurred either
(A) an Event of Default or (B) an event that with the passage of time or giving of notice would constitute an Event of Default;
and (vii) the Company shall have no knowledge of any fact that would cause (x) the Underlying Shares Registration Statements required
pursuant to the Registration Rights Agreement not to be effective and available for the resale of all applicable shares of Common
Stock to be issued in connection with the event requiring determination or (y)any applicable shares of Common Stock to be issued
in connection with the event requiring determination not to be eligible for sale without restriction and without the need for
registration under any applicable federal or state securities laws.


 


(i)
“Equity Conditions Failure” means that on any applicable date the Equity Conditions have not been satisfied
(or waived in writing by the Holder).


 


(j)
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 




    	14



    	 



    

 


(k)
“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible
Securities.


 


(l)
“Original Issue Date” means the date of the first issuance of this Debenture regardless of the number of transfers
and regardless of the number of instruments, which may be issued to evidence such Debenture.


 


(m)
“Person” means a corporation, an association, a partnership, organization, a business, an individual, a government
or political subdivision thereof or a governmental agency.


 


(n)
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


(o)
“Securities Purchase Agreement” means the Securities Purchase Agreement dated the date hereof by and among
the Company and the Holder.


 


(p)
“Trading Day” means a day on which the shares of Common Stock are quoted on the Primary Market on which the
shares of Common Stock are then quoted or listed; provided, that in the event that the shares of Common Stock are not listed or
quoted, then Trading Day shall mean a Business Day.


 


(q)
“Transaction Documents” means the Securities Purchase Agreement or any other agreement delivered in connection
with the Securities Purchase Agreement, including, without limitation, the Security Documents, the Irrevocable Transfer Agent
Instructions, the Registration Rights Agreement and the Warrant.


 


(r)
“Underlying Shares” means the shares of Common Stock issuable upon conversion of this Debenture or as payment
of interest in accordance with the terms hereof.


 


(s)
“Underlying Shares Registration Statement” means a registration statement meeting the requirements set forth
in the Registration Rights Agreement, covering among other things the resale of the Underlying Shares and naming the Holder as
a “selling stockholder” thereunder.


 


(t)
“VWAP” means, for any security as of any date, the daily dollar volume-weighted average price for such security
as reported by Bloomberg, LP through its “Historical Price Table Screen (HP)” with Market: Weighted Avg function selected,
or, if no dollar volume-weighted average price is reported for such security by Bloomberg, the average of the highest closing
bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets”
by Pink Sheets LLC.


 


[Signature
Page Follows]


 




    	15



    	 



    

 


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


 


	 	COMPANY:
	 	GENERATION
    ALPHA, INC.
	 	 	 
	 	By:	              
	 	Name:
    	 
	 	Title:
    	 


 




    	 



    	 



    

 


EXHIBIT
I

CONVERSION NOTICE


 


(To
be executed by the Holder in order to Convert the Debenture)


 


TO: 



 


The
undersigned hereby irrevocably elects to convert $_______________________________________ of the principal amount of Debenture
No. GAXY-1-1 into Shares of Common Stock of GENERATION ALPHA, INC., according to the conditions stated therein, as of the
Conversion Date written below.


 


	Conversion
    Date:	______________________________________________________
	 	 
	Conversion
    Amount to be converted:	$_____________________________________________________
	 	 
	Conversion
    Price:	$_____________________________________________________
	 	 
	Number
    of shares of Common Stock to be issued:	______________________________________________________
	 	 
	Amount
    of Debenture Unconverted:	$
	 	 
	Please
    issue the shares of Common Stock in the following name and to the following address:
	 
	Issue
    to:









	 
	Authorized
    Signature:	______________________________________________________
	 	 
	Name:	______________________________________________________
	 	 
	Title:	______________________________________________________
	 	 
	Broker
    DTC Participant Code:	 
	 	 
	Account
    Number: