Exhibit 10.2


 


 


NEITHER THE ISSUANCE
NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES FILED
PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER),
IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


 


	Principal Amount: Up to $1,450,000.00	Issue Date: February 5, 2020






 





SENIOR SECURED CONVERTIBLE PROMISSORY
NOTE


 


FOR VALUE RECEIVED,
PREDICTIVE ONCOLOGY INC., a Delaware corporation (hereinafter called the “Borrower”), as of February
5, 2020 (the “Issue Date”), hereby promises to pay to the order of OASIS CAPITAL, LLC, a Puerto Rico
limited liability company, (the “Lender” and including its registered assigns, the “Holder”),
the principal sum of up to $1,450,000.00 (the “Principal Amount”), together with interest at the rate
of eight percent (8%) per annum (with the understanding that the initial six months of such interest of each tranche funded shall
be guaranteed), at maturity or upon acceleration or otherwise, as set forth herein (this “Note”). This Note
is being issued by the Borrower to the Lender pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”)
entered into by the parties on the Issue Date. The cash consideration to the Borrower for this Note is up to $1,200,000.00
(the “Consideration”) in United States currency, due to the prorated original issuance discount of up to $240,000.00
(the “OID”) and a $10,000.00 credit for Lender’s transactional expenses. The Holder shall pay $400,000.00
of the Consideration (the “First Tranche”) on the Issue Date or as soon as practicable thereafter. At the closing
of the First Tranche, the outstanding principal amount under this Note shall be $490,000.00, consisting of the First Tranche
plus the prorated portion of the OID and a $10,000.00 credit for the Lender’s transactional expenses. The Holder shall fund
the portion of the Consideration for the Second Tranche (as defined in the Purchase Agreement) as set forth in the Purchase Agreement.
The Holder shall fund the portion of the Consideration for the Third Tranche (as defined in the Purchase Agreement) as set forth
in the Purchase Agreement. The maturity date for each of the First Tranche, Second Tranche and Third Tranche (each, a “Tranche”),
shall be the date that is six (6) months from the date on which the Holder paid the portion of Consideration with respect to such
Tranche (each, a “Maturity Date”), and is the date upon which the applicable portion of the Principal Amount,
as well as any accrued and unpaid interest and other fees, shall be due and payable. This Note may not be repaid in whole or in
part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note that is not paid by the
applicable Maturity Date shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum or (ii) the
maximum amount allowed by law, from the due date thereof until the same is paid (“Default Interest”). Interest
with respect to each Tranche shall commence accruing on the date on which the Holder paid the Consideration with respect to such
Tranche and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder
(to the extent not converted into the Borrower’s common stock, par value $0.01 per share (the “Common Stock”))
shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter
give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be
due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding
day which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in full,
the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on
such date. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day
on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed.


 






     

    
 


    

 


This Note is free
from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights
or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof. Capitalized
terms used in this Note shall have the meanings set forth in the Purchase Agreement unless otherwise defined in this Note.


 


This Note shall be
a senior secured obligation of the Borrower, with priority over all existing and future Indebtedness (as defined below) of the
Borrower as provided for herein; provided, that the Secured Party has granted a senior security interest in the assets of Borrower
to L2 Capital, LLC (“L2”) in connection with that certain Amended and Restated Senior Secured Promissory Note
dated as of September 28, 2018 and amended and restated as of February 7, 2019, as may be amended (the “L2 Note”).
The obligations of the Borrower under this Note are secured pursuant to the terms of the security agreement of even date herewith
by and between the Borrower and the Secured Party (as defined therein), and such security interest includes but is not limited
to all of the assets of the Borrower. So long as the Borrower shall have any obligation under this Note, the Borrower shall not
(directly or indirectly through any Subsidiary or affiliate) incur or suffer to exist or guarantee any Indebtedness that is senior
to or pari passu with (in priority of payment and performance) the Borrower’s obligations hereunder, except for the L2 Note.
For purposes of this paragraph, the term “Borrower” shall include any Subsidiary of the Borrower in addition to the
Borrower. As used herein, the term “Indebtedness” means (a) all indebtedness of the Borrower for borrowed money or
for the deferred purchase price of property or services, including any type of letters of credit, but not including deferred purchase
price obligations in place as of the Issue Date and as disclosed in the SEC Documents or obligations to trade creditors incurred
in the ordinary course of business, (b) all obligations of the Borrower evidenced by notes, bonds, debentures or other similar
instruments, (c) purchase money indebtedness hereafter incurred by the Borrower to finance the purchase of fixed or capital assets,
including all capital lease obligations of the Borrower which do not exceed the purchase price of the assets funded, (d) all guarantee
obligations of the Borrower in respect of obligations of the kind referred to in clauses (a) through (c) above that the Borrower
would not be permitted to incur or enter into, and (e) all obligations of the kind referred to in clauses (a) through (d) above
that the Borrower is not permitted to incur or enter into that are secured and/or unsecured by (or for which the holder of such
obligation has an existing right, contingent or otherwise, to be secured and/or unsecured by) any lien or encumbrance on property
(including accounts and contract rights) owned by the Borrower, whether or not the Borrower has assumed or become liable for the
payment of such obligation.


 


The following additional
terms shall also apply to this Note:


 






    	 	2	 



    
 


    

 


ARTICLE
I.  


 


1.1              
Conversion Right. Notwithstanding any other terms in this Note, the Holder shall have the right at any time
after the Issue Date to convert all or any part of the entire outstanding and unpaid Principal Amount and accrued and unpaid interest
of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares
of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at
the Conversion Price determined as provided herein (a “Conversion”); provided, however, that in
no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion
of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (excluding
shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note or
the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise
analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of
the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership
by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (the “Maximum Share Amount”).
The Holder, upon not less than 61 days’ prior written notice to the Borrower, may increase
the Maximum Share Amount, provided that the Maximum Share Amount shall never exceed 9.99% of the number of shares of Common Stock
outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the
Holder and the provisions of this Section 1.1 shall continue to apply. Any such increase will not be effective until the
61st day after such notice is delivered to the Borrower. The Maximum Share Amount provisions of this paragraph shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this Section 1.1 to correct this paragraph
(or any portion hereof) which may be defective or inconsistent with the intended Maximum Share Amount provisions contained herein
or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained
in this paragraph shall apply to any successor holder of this Note. For purposes of this Section 1.1, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The number
of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount
(as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the
form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the
Holder in accordance with Section 1.3 below; provided that the Notice of Conversion is submitted by facsimile
or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York,
New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount”
means, with respect to any conversion of this Note, the sum of (A) the Principal Amount of this Note to be converted in such
conversion, plus (B) at the Holder’s option, accrued and unpaid interest, if any, on such Principal Amount at the interest
rates provided in this Note to the Conversion Date, plus (C) at the Holder’s option, Default Interest, if any, on the
amounts referred to in the immediately preceding clauses (A) and/or (B), plus (D) at the Holder’s option, any amounts
owed to the Holder pursuant to Sections 1.2, 1.3(g), 4.11, and/or 4.12 and/or Article III
hereof.


 


1.2              
Conversion Price.


 


(a)               
Calculation of Conversion Price. The “Conversion Price” per share shall be $2.589.


 






    	 	3	 



    
 


    

 


(b)               
Authorized Shares. The Borrower covenants that during the period the conversion right exists, the Borrower
will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide
for the issuance of Common Stock upon the full conversion of this Note, which shall be at least three times (300%) the number of
shares that is actually issuable upon full conversion of this Note (based on the Conversion Price of this Note in effect from time
to time) (the “Reserved Amount”). The Reserved Amount shall be increased from time to time in accordance with
the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares of Common Stock will be duly
and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to
its capital structure which would change the number of shares of Common Stock into which this Note shall be convertible at the
Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number
of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Notes. The Borrower
acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion
of this Note, and agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged
with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance
with the terms and conditions of this Note.


 


If, at any time the
Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of this
Note.


 


1.3              
Method of Conversion.


 


(a)               
Mechanics of Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole
or in part at any time, (A) by submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable
means of communication dispatched on the Conversion Date prior to 11:00 a.m., New York, New York time) and (B) subject to
Section 1.3(b), surrendering this Note at the principal office of the Borrower.


 


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


 


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


 






    	 	4	 



    
 


    

 


(d)               
Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission
or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided
in this Section 1.3, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order
of the Holder certificates for the Common Stock issuable upon such conversion within one (1) business days after such receipt (the
“Deadline”) (and, solely in the case of conversion of the entire unpaid Principal Amount hereof, surrender of
this Note) in accordance with the terms hereof.


 


(e)               
Obligation of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the
Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding Principal
Amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the
Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being
so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets,
as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s
obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence
of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any
judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation
of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged
breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit
such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of
Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower before 6:00 p.m., New York,
New York time, on such date.


 


(f)                
Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing
the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”)
Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the
provisions contained in Sections 1.1 and 1.2 and in this Section 1.3, the Borrower shall use its
best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by
crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”)
system.


 


(g)               
Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to
pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock
issuable upon conversion of this Note is not delivered by the Deadline the Borrower shall pay to the Holder $3,000 per business
day, for each business day beyond the Deadline that the Borrower fails to deliver such Common Stock (unless such failure results
from war, acts of terrorism, an epidemic, or natural disaster) (“Conversion Default Payments”). Such amount
shall be paid to Holder in cash by the fifth day of the month following the month in which it has accrued or, at the option of
the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall
be added to the Principal Amount of this Note on the fifth day of the month following the month in which it has accrued, in which
event interest shall accrue thereon in accordance with the terms of this Note and such additional Principal Amount shall be convertible
into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right
to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult
if not impossible to qualify. Accordingly the parties acknowledge that the liquidated damages provision contained in this Section 1.3(g)
are justified.


 






    	 	5	 



    
 


    

 


1.4              
Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or
transferred unless (i) such shares are sold pursuant to an effective registration statement under the Securities Act of 1933,
as amended (the “Securities Act”), or (ii) the Borrower or its transfer agent shall have been furnished
with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable
transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from
such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Securities Act (or a successor
rule) (“Rule 144”) or (iv) such shares are transferred to an “affiliate” (as defined in
Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.4
and who is an “accredited investor” (as defined in Rule 501(a) of the Securities Act). Except as otherwise provided
(and subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable upon conversion
of this Note have been registered under the Securities Act or otherwise may be sold pursuant to Rule 144 without any restriction
as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common
Stock issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not
been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend
substantially in the following form, as appropriate:


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL,
IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.”


 


The legend set forth
above shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if (i) the
Borrower or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of
counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made without registration
under the Securities Act, which opinion shall be accepted by the Borrower so that the sale or transfer is effected or (ii) in the
case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective
registration statement filed under the Securities Act or otherwise may be sold pursuant to Rule 144 without any restriction
as to the number of securities as of a particular date that can then be immediately sold.


 


1.5              
Status as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the shares covered
thereby (other than the shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated
portion of the Reserved Amount or non-waived Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the
Holder’s rights as a Holder of such converted portion of this Note shall cease and terminate, excepting only the right to
receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity
to such Holder because of a failure by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if a
Holder has not received certificates or transmission of such shares pursuant to Section 1.3(f) for all shares of Common
Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion of any portion of
this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying
the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note
and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if this Note has not been surrendered,
adjust its records to reflect that such portion of this Note has not been converted. In all cases, the Holder shall retain all
of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments pursuant to
Section 1.3(g) to the extent required thereby for such conversion default and any subsequent conversion default and
(ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 1.2)
for the Borrower’s failure to convert this Note.


 






    	 	6	 



    
 


    

 


ARTICLE
II. CERTAIN COVENANTS


 


2.1              
Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower
shall not without the Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or other
distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common
Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any Subsidiary make
any other payment or distribution in respect of its capital stock except for distributions pursuant to any shareholders’
rights plan which is approved by a majority of the Borrower’s disinterested directors.


 


2.2              
Restriction on Stock Repurchases. So long as the Borrower shall have any obligation under this Note, the Borrower
shall not without the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for
property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock
of the Borrower or any warrants, rights or options to purchase or acquire any such shares.


 


2.3              
Piggyback Registration Rights. The Borrower shall include on any registration statement filed with the U.S.
Securities and Exchange Commission 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 Fifteen Thousand and No/100 United States Dollars
($15,000), 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. In the event that, in accordance with applicable SEC rules, regulations and interpretations, the number of shares
available under such registration statement does not include all shares issuable upon conversion of this Note, the liquidated damages
shall not apply unless the Borrower does not use its reasonable best efforts to cause an amendment and/or new registration statement
that does include all shares issuable upon conversion of this Note to become effective as soon as practicable following the filing
thereof.


 


2.4              
Repayment from Proceeds. While any portion of this Note is outstanding,
if the Borrower receives cash proceeds in a financing transaction from any source or series of related or unrelated sources, including
but not limited to, the issuance of equity or debt securities by the Borrower, the exercise of outstanding warrants of the Borrower,
the issuance of securities pursuant to an equity line of credit of the Borrower or the sale of assets other than in the ordinary
course of business, the Borrower shall, within one (1) business day of Borrower’s receipt of such proceeds, inform the Holder
of such receipt, following which the Holder shall have the right in its sole discretion to require the Borrower to immediately
apply up to 50% of such proceeds to repay all or any portion of the outstanding amounts owed under this Note. Failure of the Borrower
to comply with this provision shall constitute an Event of Default. In the event that such proceeds are received by the Holder
prior to the Maturity Date, the required prepayment shall be subject to the terms of Section 4.14 herein.


 






    	 	7	 



    
 


    

 


ARTICLE
III. EVENTS OF DEFAULT


 


The occurrence of any
of the following shall each constitute an “Event of Default”, with no right to notice or the right to cure except as
specifically stated:


 


3.1              
Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when
due on this Note, whether at the Maturity Date, upon acceleration, or otherwise.


 


3.2              
Reserve/Issuance Failures. The Borrower fails to reserve a sufficient amount of shares of Common Stock as
required under the terms of the Purchase Agreement, fails to issue shares of Common Stock to the Holder (or announces or threatens
in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in
accordance with the terms of any securities of the Borrower held by the Holder, fails to transfer or cause its transfer agent to
transfer (issue) (electronically or in certificated form) shares of Common Stock issued to the Holder upon conversion of or otherwise
pursuant to any securities of the Borrower held by the Holder as and when required by such securities, the Borrower directs its
transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically
or in certificated form) shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to any securities
of the Borrower held by the Holder as and when required by such securities, or fails to remove (or directs its transfer agent not
to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop
transfer instructions in respect thereof) on any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant
to any securities of the Borrower held by the Holder as and when required by such securities (or makes any written announcement,
statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue
uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for two
(2) business days after the Holder shall have delivered an applicable notice of conversion or exercise. It is an obligation of
the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion
of any securities held by the Holder is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent.
If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion
or exercise (excluding for the avoidance of doubt, the conversion price which is the Holder’s obligation to pay), such advanced
funds shall be paid by the Borrower to the Holder within five (5) business days, either in cash or as an addition to the balance
of this Note, and such choice of payment method is at the discretion of the Borrower.


 


3.3              
Breach of Covenants. The Borrower breaches any covenant or other term or condition contained in this Note
or any other documents entered into between the Borrower and the Holder and such breach continues for a period of three (3) days
after written notice thereof to the Borrower from the Holder or after five (5) days after the Borrower should have been aware of
the breach.


 


3.4              
Breach of Representations and Warranties. Any representation or warranty of the Borrower made in this Note
or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith, or in connection with
the Purchase Agreement or any Transaction Document, shall be false or misleading in any material respect when made and the breach
of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this
Note.


 


3.5              
Receiver or Trustee. The Borrower or any Subsidiary of the Borrower shall make an assignment for the benefit
of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property
or business, or such a receiver or trustee shall otherwise be appointed.


 






    	 	8	 



    
 


    

 


3.6              
Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any
Subsidiary of the Borrower or any of their respective property or other assets for more than $100,000, and shall remain unvacated,
unbonded or unstayed for a period of ten (10) days unless otherwise consented to by the Holder, which consent will not be unreasonably
withheld.


 


3.7              
Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary
or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the
Borrower or any Subsidiary of the Borrower and, in the case of involuntary proceedings, have not been dismissed within 61 days.


 


3.8              
Delisting of Common Stock on the Trading Market. The Borrower shall fail to maintain the listing or quotation
of the Common Stock on the Trading Market. “Trading Market” means the NASDAQ stock market.


 


3.9              
Failure to Comply with the Exchange Act. The Borrower shall fail to comply in any material respect with the
reporting requirements of the Exchange Act (including but not limited to becoming delinquent in its filings), and/or the Borrower
shall cease to be subject to the reporting requirements of the Exchange Act.


 


3.10          
Liquidation. The Borrower commences any dissolution, liquidation, or winding up of Borrower or any substantial
portion of its business.


 


3.11          
Cessation of Operations. The Borrower ceases operations or Borrower admits it is otherwise generally unable
to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as
a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.


 


3.12          
Financial Statement Restatement. The Borrower replaces its auditor, or restates any financial statements filed
by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is
no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statements, have constituted
a material adverse effect on the Borrower or the rights of the Holder with respect to this Note.


 


3.13          
 Replacement of Transfer Agent. In the event that the Borrower replaces its transfer agent, and the Borrower
fails to provide prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions (including
but not limited to the provision to irrevocably reserve shares of Common Stock under Section 5(i) of the Purchase Agreement) signed
by the successor transfer agent to Borrower and the Borrower that reserves 300% of the total amount of shares previously held in
reserve for the Borrower’s immediately preceding transfer agent.


 


3.14          
Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion
documents, a breach or default by the Borrower of any covenant or other term or condition contained in any other agreements or
financial instrument, including but not limited to the Transaction Documents, as well as all convertible promissory notes currently
issued, or hereafter issued, by the Borrower, to the Holder or any 3rd party (the “Other Agreements”),
shall, at the option of the Holder, be considered a default under this Note, in which event the Holder shall be entitled to apply
all rights and remedies of the Holder under the terms of this Note by reason of a default under said Other Agreement or hereunder.


 






    	 	9	 



    
 


    

 


3.15          
Inside Information. Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit,
convey, disclose, or any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates
of, material non-public information concerning the Borrower, to the Holder or its successors and assigns, which is not immediately
cured by Borrower’s filing of a Form 8-K pursuant to Regulation FD on that same date.


 


3.16          
No bid. The lowest Trading Price on the Trading Market for the Common Stock is equal to or less than $0.01.
“Trading Price” means, for any security as of any date, the lowest VWAP price on the Trading Market as reported
by a reliable reporting service designated by the Holder (i.e., www.Nasdaq.com) or, if Nasdaq is not the principal trading market
for such security, on the principal securities exchange or trading market where such security is listed or traded or, if the lowest
intraday trading price of such security is not available in any of the foregoing manners, the lowest intraday price of any market
makers for such security that are quoted on the OTC Markets.


 


3.17          
Prohibition on Debt and Variable Securities. The Borrower, without written consent of the Holder, issues any
Variable Security (as defined herein), unless (i) the Borrower is permitted to pay off this Note in full in cash at the time
of the issuance of the respective Variable Security and (ii) the Borrower pays off this Note, pursuant to the terms of this
Note, in full in cash at the time of the issuance of the respective Variable Security. A “Variable Security”
shall mean any security issued by the Borrower, not subject to a floor price that is within fifty percent (50%) of the then current
market price of the Common Stock, 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;
(ii) is or may become convertible into Common Stock (including without limitation convertible debt, warrants or convertible
preferred stock), with a conversion or exercise price that varies with the market price of the common stock, even if such security
only becomes convertible or exercisable following an event of default, the passage of time, or another trigger event or condition;
or (iii) was issued or may be issued in the future in exchange for or in connection with any contract, security, or instrument,
whether convertible or not, where the number of shares of Common Stock issued or 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. Notwithstanding the foregoing, the Borrower
shall not be deemed to be in default under this subsection to the extent that it issues securities in compliance with obligations
under written transaction documents that existed, unaltered, prior to the Issue Date.


 


3.18          
Failure to Repay Upon Qualified Offering. The Borrower completes an offering and/or sale of securities, or
becomes a borrower under any loan documents and/or credit facilities, on or after the Issue Date and fails to apply the proceeds
of such offering, sale or loan to the repayment of this Note, until this Note is repaid in its entirety as required under Section 2.4.


 


UPON THE OCCURRENCE
OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, UPON WRITTEN DEMAND BY THE HOLDER THIS 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: (Y)
THE DEFAULT AMOUNT (AS DEFINED HEREIN); MULTIPLIED BY (Z) TWO (2). Upon the occurrence of any Event of Default specified in Sections 3.1,
3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13,
3.14, 3.15, 3.16, 3.17 and/or this 3.18, solely upon written demand by the Holder, this 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 135% (plus an additional 5% per each additional Event of Default that occurs hereunder) multiplied by
the then outstanding entire balance of this Note (including principal and accrued and unpaid interest) plus Default Interest
from the date of the Event of Default, if any, plus any amounts owed to the Holder pursuant to Section 1.3(g) in
addition to this Section 3.17 (collectively, in the aggregate of all of the above, the “Default Amount”),
and all other amounts payable hereunder shall immediately become due and payable, 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.


 






    	 	10	 



    
 


    

 


ARTICLE
IV. MISCELLANEOUS


 


4.1              
Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power,
right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right
or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing
hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.


 


4.2              
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted
hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited
in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier
service with charges prepaid, or (iv) transmitted by hand delivery or electronic transmission by e-mail addressed as set forth
below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication
required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery, or upon electronic transmission
by e-mail delivery, at the address or number designated below (if delivered on a business day during normal business hours where
such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first
occur. The addresses for such communications shall be:


 


If
to the Borrower, to: 


 


PREDICTIVE ONCOLOGY INC.

2915 Commers Drive,


Suite 900


Eagan, MM 55121Attention: Robert Myers, CFO


E-mail: rmyers@skylinemedical.com


Phone: 651-389-4508


 


 


With a copy (which shall not constitute
notice) to:


 


Maslon LLP


3300 Wells Fargo Center, 90 South
Seventh Street


Minneapolis, MN 55402


E-mail: martin.rosenbaum@maslon.com


Attention: Martin R. Rosenbaum,
Esq.


Phone: 612-672-8326


 






    	 	11	 



    
 


    

 


If
to the Holder:


 


OASIS
CAPITAL, LLC 

208 Ponce de Leon Ave, Suite 1600


San Juan,
PR 00918


E-mail:
adam@oasis-cap.com 


Attention:
Adam Long, Managing Partner


Phone:
816.960.0100


 


with a
copy to that shall not constitute notice:


 


K&L
Gates LLP


200 S.
Biscayne Blvd., Ste. 3900


Miami,
FL 33131


Attention:
John D. Owens, III, Esq.


e-mail:
john.owens@klgates.com


 


4.3              
Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the
Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean
this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.


 


4.4              
Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure
to be the benefit of the Holder and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests
or obligations of the Borrower hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Borrower
without the prior signed written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any
such assignment or transfer shall be null and void if the Borrower does not obtain the prior signed written consent of the Holder).
This Note or any of the severable rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be
assigned by Holder to a third party, in whole or in part, without the need to obtain the Borrower’s consent thereto. Each
transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the Securities Act). Notwithstanding
anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or
other lending arrangement.


 


4.5              
Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof
costs of collection, including reasonable attorneys’ fees.


 


4.6              
Governing Law. This Note shall be governed by and interpreted in accordance with the laws of the State of
New York without regard to the principles of conflicts of law (whether of the State of New York or any other jurisdiction).


 


4.7              
Arbitration. Any disputes, claims, or controversies arising out of or relating to this Note, or the transactions,
contemplated thereby, or the breach, termination, enforcement, interpretation or validity thereof, including the determination
of the scope or applicability of this Note to arbitrate, shall be referred to and resolved solely and exclusively by binding arbitration
to be conducted before the Judicial Arbitration and Mediation Service (“JAMS”), or its successor pursuant to
the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”),
including Rules 16.1 and 16.2 of those Rules. The arbitration shall be held in New York, New York, before a tribunal consisting
of three (3) arbitrators each of whom will be selected in accordance with the “strike and rank” methodology set forth
in Rule 15. Either party to this Note may, without waiving any remedy under this Note, seek from any federal or state court sitting
in the State of New York any interim or provisional relief that is necessary to protect the rights or property of that party, pending
the establishment of the arbitral tribunal. The costs and expenses of such arbitration shall be paid by and be the sole responsibility
of the Borrower, including but not limited to the Holder’s attorneys’ fees, and each arbitrator’s fees. The arbitrators’
decision must set forth a reasoned basis for any award of damages or finding of liability. The arbitrators’ decision and
award will be made and delivered as soon as reasonably possible and in any case within sixty (60) days’ following the conclusion
of the arbitration hearing and shall be final and binding on the parties and may be entered by any court having jurisdiction thereof.
Notwithstanding the foregoing, the choice of arbitration shall not limit the Holder’s exercise of remedies under the Uniform
Commercial Code.


 






    	 	12	 



    
 


    

 


4.8              
JURY TRIAL WAIVER. THE BORROWER AND THE HOLDER HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION
WITH THIS NOTE.


 


4.9              
Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the
outstanding Principal Amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default
Interest on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment
on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a
penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return
from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares
pursuant to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate
to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares
of Common Stock.


 


4.10          
Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable
harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges
that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach
or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other
available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining,
preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity
of showing economic loss and without any bond or other security being required.


 


4.11          
Section 3(a)(10) Transactions. If at any time while this Note is outstanding, the Borrower enters into
a transaction structured in accordance with, based upon, or related or pursuant to, in whole or in part, Section 3(a)(10)
of the Securities Act (a “3(a)(10) Transaction”), then a liquidated damages charge of 100% of the outstanding
principal balance of this Note at that time, will be assessed and will become immediately due and payable to the Holder, either
in the form of cash payment, an addition to the balance of this Note, or a combination of both forms of payment, as determined
by the Holder. The damages resulting from such a 3(a)(10) Transaction and the potential sale of shares of the Borrower’s
capital stock resulting therefrom into the capital markets are difficult if not impossible to quantify. Accordingly, the parties
acknowledge that the liquidated damages provision contained in this Section 4.11 are justified. The liquidated damages charge
in this Section 4.11 shall be in addition to, and not in substitution of, any of the other rights of the Holder under this
Note.


 


4.12          
Restriction on Section 3(a)(9) Transactions. So long as this Note is outstanding, the Borrower shall
not enter into any 3(a)(9) Transaction with any party other than the Holder, without prior written consent of the Holder. In the
event that the Borrower does enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction while this Note
is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of this Note, but not less than $15,000,
will be assessed and will become immediately due and payable to the Holder at its election in the form of cash payment or addition
to the balance of this Note. “3(a)(9) Transaction” means a transaction structured in accordance with, based
upon, or related or pursuant to, in whole or in part, Section 3(a)(9) of the Securities Act. The damages resulting from such
a 3(a)(9) Transaction and the potential sale of shares of the Borrower’s capital stock resulting therefrom into the capital
markets are difficult if not impossible to quantify. Accordingly, the parties acknowledge that the liquidated damages provision
contained in this Section 4.12 are justified. The liquidated damages charge in this Section 4.12 shall be in
addition to, and not in substitution of, any of the other rights of the Holder under this Note.


 






    	 	13	 



    
 


    

 


4.13          
Usury. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable
law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of
interest permitted under applicable law. The Borrower 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 Borrower from paying all or any portion of the principal of or interest on
this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or
the performance of this Note, and the Borrower (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 impede 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.


 


4.14          
Repayment. Notwithstanding anything to the contrary contained in this Note, the Borrower may repay all or
any portion of the Principal Amount outstanding under this Note by making a payment to the Holder of an amount in cash equal to
120% multiplied by the full payment amount. In order to repay this Note in accordance with the preceding sentence (other than repayment
at maturity), the Borrower shall provide notice to the Holder seven (7) business days prior to such respective prepayment date,
and the Holder must receive such repayment within nine (9) business days of the Holder’s receipt of the respective repayment
notice, but not sooner than seven (7) business days from the date of notice (the “Repayment Period”). The Holder
may convert the Note in whole or in part at any time during the Repayment Period, subject to the terms and conditions of this Note.
Any repayment hereunder shall be applied to the tranches funded under this Note in reverse chronological order (applied first to
the most recently funded tranches under this Note).


 


4.15          
Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any
of its Subsidiaries of any 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 Borrower
shall notify the Holder of such additional or more favorable term and such term, at Holder’s option and upon written notice
to the Borrower, shall become a part of the transaction documents with the Holder. 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,
prepayment rate, conversion look back periods, interest rates, original issue discounts, stock sale price, private placement price
per share, and warrant coverage. 


 


 


 


 


** signature page to follow
**


 


 


 


 


 






    	 	14	 



    
 


    

 


IN WITNESS WHEREOF,
Borrower has caused this Note to be signed in its name by its duly authorized officer on the Issue Date.


 


 





	PREDICTIVE ONCOLOGY INC.
	 	 	 
	 	 	 
	By:  	/s/ Bob Myers	 
	Name: Bob Myers	 
	Title: CFO	 
	 	 	 
	Accepted by:	 
	 	 	 
	OASIS CAPITAL, LLC
	 	 	 
	 	 	 
	By: 	Adam Long	 
	Name: Adam Long	 
	Title: Managing Partner	 







 


 





** Signature Page to Senior Secured Convertible
Promissory Note **


 








     

    
 


    

 





EXHIBIT A -- NOTICE OF CONVERSION


 


The undersigned hereby
elects to convert $  amount of this Note (defined below) into that number of shares of Common Stock to be issued pursuant
to the conversion of this Note (“Common Stock”) as set forth below, of Predictive Oncology Inc., a Delaware
corporation (the “Borrower”), according to the conditions of the senior secured convertible promissory note
of the Borrower dated as of February 5, 2020 (the “Note”), as of the date written below. No fee will be charged
to the Holder for any conversion, except for transfer taxes, if any.


 


Box Checked as to applicable instructions:


 


	 	[  ]		The Borrower shall electronically transmit the Common Stock issuable pursuant to this
Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission
system (“DWAC Transfer”).



 


Name of DTC Prime


Broker: Account Number:


 


	 	[  ]		The undersigned hereby requests that the Borrower issue a certificate or certificates
for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto)
in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:



 


OASIS CAPITAL, LLC


208 Ponce de Leon Ave.


Ste. 1600


San Juan, PR 00918


e-mail: adam@oasis-cap.com


 


	Date of Conversion:	
        ________

	Applicable Conversion Price:	
        $_______

	Number of Shares of Common Stock to be Issued Pursuant to Conversion of this Notes:	
         ________

        

	
        Amount of Principal Balance Due remaining
        Under this Note after this conversion:

         
	
         

         ________



 


 


 





	OASIS CAPITAL, LLC
	 	 	 
	By: 	 	 
	Name: 	 	 
	Title: 	 	 
	Date: 	 	 







 


 


 


 


 







** Signature Page to Senior Secured Convertible
Promissory Note **