CONVERTIBLE
PROMISSORY NOTE 


 


	Effective
    Date: May 29, 2019	U.S.
    $115,000.00


 


FOR
VALUE RECEIVED, KinerjaPay Corp., a Delaware corporation (“Borrower”),
promises to pay to Iliad Research and Trading, L.P., a Utah limited partnership,
or its successors or assigns (“Lender”), $115,000.00 and any interest, fees, charges, and late fees accrued
hereunder on the date that is twelve (12) months after the Purchase Price Date (the “Maturity Date”) in accordance
with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of ten percent (10%) per annum from
the Purchase Price Date until the same is paid in full. All interest calculations hereunder shall be computed on the basis of
a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the
terms of this Note. This Convertible Promissory Note (this “Note”) is issued and made effective as of May 29,
2019 (the “Effective Date”). This Note is issued pursuant to that certain Securities Purchase Agreement dated
May 29, 2019, as the same may be amended from time to time, by and between Borrower and Lender (the “Purchase Agreement”).
Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.


 


This
Note carries an OID of $10,000.00. In addition, Borrower agrees to pay $5,000.00 to Lender to cover Lender’s legal fees,
accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this
Note (the “Transaction Expense Amount”), all of which amount is fully earned and included in the initial principal
balance of this Note. The purchase price for this Note shall be $100,000.00 (the “Purchase Price”), computed
as follows: $115,000.00 original principal balance, less the OID, less the Transaction Expense Amount. The Purchase Price shall
be payable by Lender by wire transfer of immediately available funds.


 


1.
Payment; Prepayment.


 


1.1.
Payment. All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as
defined below), as provided for herein, and delivered to Lender at the address or bank account furnished to Borrower for that
purpose. All payments shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to
(c) accrued and unpaid interest, and thereafter, to (d) principal.


 


1.2.
Prepayment. Notwithstanding the foregoing, Borrower shall have the right to prepay all or any portion of the Outstanding
Balance (less such portion of the Outstanding Balance for which Borrower has received a Conversion Notice (as defined below) from
Lender where the applicable Conversion Shares have not yet been delivered). If Borrower exercises its right to prepay this Note,
Borrower shall make payment to Lender of an amount in cash equal to 125% multiplied by the portion of the Outstanding Balance
Borrower elects to repay.


 


2.
Security. This Note is unsecured.


 


3.
Redemption.


 


3.1.
Conversion Price. Subject to the adjustments set forth herein, the conversion price for each Conversion (as defined below)
shall be calculated pursuant to the following formula: 60% multiplied by the lowest Closing Trade Price during the twenty (20)
Trading Days immediately preceding the applicable Conversion (the “Conversion Price”).


 




    	 	 	 



    	 	 	 



    

 


3.2.
Redemptions. Beginning on the date that is six (6) months after the Purchase Price Date, Lender shall have the right, exercisable
at any time in its sole and absolute discretion, to redeem all or any portion of the Note (such amount, the “Redemption
Amount”) by providing Borrower with a notice substantially in the form attached hereto as Exhibit A (each, a
“Redemption Notice”, and each date on which Lender delivers a Redemption Notice, a “Redemption Date”).
Payments of each Redemption Amount may be made (a) in cash, or (b) by converting such Redemption Amount into shares of Common
Stock (the “Conversion Shares”) in accordance with this Section 3.2 (each, a “Conversion”)
per the following formula: the number of Conversion Shares equals the portion of the applicable Redemption Amount being converted
divided by the Conversion Price, or (c) by any combination of the foregoing, so long as the cash is delivered to Lender on the
third (3rd) Trading Day immediately following the applicable Redemption Date and the Conversion Shares are delivered
to Lender on or before the applicable Delivery Date (as defined below). Notwithstanding the foregoing, Borrower will not be entitled
to elect a Conversion with respect to any portion of any applicable Redemption Amount and shall be required to pay the entire
amount of such Redemption Amount in cash, if on the applicable Redemption Date there is an Equity Conditions Failure, and such
failure is not waived in writing by Lender. Notwithstanding that failure to repay this Note in full by the Maturity Date is an
Event of Default, the Redemption Dates shall continue after the Maturity Date pursuant to this Section 3.2 until the Outstanding
Balance is repaid in full.


 


3.3.
Allocation of Redemption Amounts. Following its receipt of a Redemption Notice, Borrower may either ratify Lender’s
proposed allocation in the applicable Redemption Notice or elect to change the allocation by written notice to Lender by email
or fax within twenty-four (24) hours of its receipt of such Redemption Notice, so long as the sum of the cash payments and the
amount of Conversions equal the applicable Redemption Amount. If Borrower fails to notify Lender of its election to change the
allocation prior to the deadline set forth in the previous sentence, it shall be deemed to have ratified and accepted the allocation
set forth in the applicable Redemption Notice prepared by Lender. Borrower acknowledges and agrees that the amounts and calculations
set forth thereon are subject to correction or adjustment because of error, mistake, or any adjustment resulting from an Event
of Default or other adjustment permitted under the Transaction Documents (an “Adjustment”). Furthermore, no
error or mistake in the preparation of such notices, or failure to apply any Adjustment that could have been applied prior to
the preparation of a Redemption Notice may be deemed a waiver of Lender’s right to enforce the terms of any Note, even if
such error, mistake, or failure to include an Adjustment arises from Lender’s own calculation. Borrower shall deliver the
Conversion Shares from any Conversion to Lender in accordance with Section 8 below on or before each applicable Delivery Date.
If Borrower elects to pay a Redemption Amount in cash, such payment must be delivered on the second Trading Day immediately following
the Redemption Date. If Borrower elects to make a payment in cash and fails to make such payment by the required due date on two
(2) separate occasions, Borrower shall lose the right to make payments of Redemption Amounts in cash in the future without Lender’s
written consent.


 


4.
Defaults and Remedies.


 


4.1.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower
fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) Borrower fails to
deliver any Conversion Shares in accordance with the terms hereof; (c) a receiver, trustee or other similar official shall be
appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or
shall not be dismissed or discharged within sixty (60) days; (d) Borrower becomes insolvent or generally fails to pay, or admits
in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (e) Borrower makes
a general assignment for the benefit of creditors; (f) Borrower files a petition for relief under any bankruptcy, insolvency or
similar law (domestic or foreign); (g) an involuntary bankruptcy proceeding is commenced or filed against Borrower; (h) Borrower
or any pledgor, trustor, or guarantor of this Note defaults or otherwise fails to observe or perform any covenant, obligation,
condition or agreement of Borrower or such pledgor, trustor, or guarantor contained herein or in any other Transaction Document
(as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase
Agreement; (i) any representation, warranty or other statement made or furnished by or on behalf of Borrower or any pledgor, trustor,
or guarantor of this Note to Lender herein, in any Transaction Document, or otherwise in connection with the issuance of this
Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (j) the occurrence of a Fundamental
Transaction without Lender’s prior written consent; (k) Borrower fails to maintain the Share Reserve (as defined in the
Purchase Agreement); (l) Borrower effectuates a reverse split of its Common Stock without twenty (20) Trading Days prior written
notice to Lender; (m) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower
or any of its property or other assets for more than $100,000.00, and shall remain unvacated, unbonded or unstayed for a period
of twenty (20) calendar days unless otherwise consented to by Lender; (n) Borrower fails to be DWAC Eligible; (o) Borrower fails
to observe or perform any covenant set forth in Section 4 of the Purchase Agreement; or (p) Borrower, any affiliate of Borrower,
or any pledgor, trustor, or guarantor of this Note breaches any covenant or other term or condition contained in any Other Agreements.


 




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4.2.
Remedies. At any time and from time to time after Lender becomes aware of the occurrence of any Event of Default, Lender
may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash
at the Mandatory Default Amount. Notwithstanding the foregoing, at any time following the occurrence of any Event of Default,
Lender may, at its option, elect to increase the Outstanding Balance by applying the Default Effect (subject to the limitation
set forth below) via written notice to Borrower without accelerating the Outstanding Balance, in which event the Outstanding Balance
shall be increased as of the date of the occurrence of the applicable Event of Default pursuant to the Default Effect, but the
Outstanding Balance shall not be immediately due and payable unless so declared by Lender (for the avoidance of doubt, if Lender
elects to apply the Default Effect pursuant to this sentence, it shall reserve the right to declare the Outstanding Balance immediately
due and payable at any time and no such election by Lender shall be deemed to be a waiver of its right to declare the Outstanding
Balance immediately due and payable as set forth herein unless otherwise agreed to by Lender in writing). Notwithstanding the
foregoing, upon the occurrence of any Event of Default described in clauses (c), (d), (e), (f) or (g) of Section 4.1, the Outstanding
Balance as of the date of acceleration shall become immediately and automatically due and payable in cash at the Mandatory Default
Amount, without any written notice required by Lender. At any time following the occurrence of any Event of Default, upon written
notice given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event
of Default occurred at an interest rate equal to the lesser of twenty-two percent (22%) per annum or the maximum rate permitted
under applicable law (“Default Interest”). For the avoidance of doubt, Lender may continue making Conversions
(as defined below) at any time following an Event of Default until such time as the Outstanding Balance is paid in full. In connection
with acceleration described herein, Lender need not provide, and Borrower hereby waives, any presentment, demand, protest or other
notice of any kind, and Lender 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 acceleration may be rescinded and annulled
by Lender at any time prior to payment hereunder and Lender shall have all rights as a holder of the Note until such time, if
any, as Lender receives full payment pursuant to this Section 4.2. No such rescission or annulment shall affect any subsequent
Event of Default or impair any right consequent thereon. Nothing herein shall limit Lender’s right to pursue any other remedies
available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with
respect to Borrower’s failure to timely deliver Conversion Shares upon Conversion of the Note as required pursuant to the
terms hereof.


 


5.
Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable
obligation of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset
it now has or may have hereafter against Lender, its successors and assigns, and agrees to make the payments or Conversions called
for herein in accordance with the terms of this Note.


 




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6.
Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the
party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other
provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing
waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in
writing.


 


7.
Adjustment of Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision hereof,
if Borrower at any time on or after the Effective Date subdivides (by any stock split, stock dividend, recapitalization or otherwise)
one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect
immediately prior to such subdivision will be proportionately reduced. Without limiting any provision hereof, if Borrower at any
time on or after the Effective Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding
shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will
be proportionately increased. Any adjustment pursuant to this Section 7 shall become effective immediately after the effective
date of such subdivision or combination. If any event requiring an adjustment under this Section 7 occurs during the period that
a Redemption Conversion Price is calculated hereunder, then the calculation of such Redemption Conversion Price shall be adjusted
appropriately to reflect such event.


 


8.
Method of Conversion Share Delivery. On or before the close of business on the third (3rd) Trading Day following each Redemption
Date (the “Delivery Date”), Borrower shall, provided it is DWAC Eligible at such time and such Conversion Shares
are eligible for delivery via DWAC, deliver or cause its transfer agent to deliver the applicable Conversion Shares electronically
via DWAC to the account designated by Lender in the applicable Redemption Notice. If Borrower is not DWAC Eligible or such Conversion
Shares are not eligible for delivery via DWAC, it shall deliver to Lender or its broker (as designated in the Redemption Notice),
via reputable overnight courier, a certificate representing the number of shares of Common Stock equal to the number of Conversion
Shares to which Lender shall be entitled, registered in the name of Lender or its designee. For the avoidance of doubt, Borrower
has not met its obligation to deliver Conversion Shares by the Delivery Date unless Lender or its broker, as applicable, has actually
received the certificate representing the applicable Conversion Shares no later than the close of business on the relevant Delivery
Date pursuant to the terms set forth above. Moreover, and notwithstanding anything to the contrary herein or in any other Transaction
Document, in the event Borrower or its transfer agent refuses to deliver any Conversion Shares without a restrictive securities
legend to Lender on grounds that such issuance is in violation of Rule 144 under the Securities Act of 1933, as amended (“Rule
144”), Borrower shall deliver or cause its transfer agent to deliver the applicable Conversion Shares to Lender with
a restricted securities legend, but otherwise in accordance with the provisions of this Section 8. In conjunction therewith, Borrower
will also deliver to Lender a written explanation from its counsel or its transfer agent’s counsel opining as to why the
issuance of the applicable Conversion Shares violates Rule 144.


 


9.
Conversion Delays. If Borrower fails to deliver Conversion Shares in accordance with the timeframe stated in Section 8,
Lender may at any time prior to receiving the applicable Conversion Shares rescind in whole or in part such Conversion, with a
corresponding increase to the Outstanding Balance (any returned amount will tack back to the Purchase Price Date for purposes
of determining the holding period under Rule 144). In addition, for each Conversion, in the event that Conversion Shares are not
delivered by the third (3rd) Trading Day (inclusive of the day of the Conversion), a late fee equal to 2% of the applicable Conversion
Share Value rounded to the nearest multiple of $100.00 but with a floor of $500.00 per day (but in any event the cumulative amount
of such late fees for each Conversion shall not exceed 200% of the applicable Conversion Share Value) will be assessed for each
day after the third (3rd) Trading Day (inclusive of the day of the Conversion) until Conversion Share delivery is made; and such
late fee will be added to the Outstanding Balance (such fees, the “Conversion Delay Late Fees”).


 




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10.
Restriction on Equity Sales. If at any time after the date that is six (6) months from the Purchase Price Date, Borrower
is unable to issue Common Stock to Lender as result of any lock-up or other agreement or restriction prohibiting the issuance
of Common Stock for a certain period of time, then the Outstanding Balance will automatically be increased by three percent (3%)
for each thirty (30) day period that Borrower is prohibited from issuing Common Stock (which increase shall be pro-rated for any
partial period). For the avoidance of doubt, such increase to the Outstanding Balance shall be in addition to all other rights
and remedies available to Lender under this Note and the other Transaction Documents and shall not be in lieu of, nor deemed to
be a waiver of any other rights or remedies available to Lender under this Note or any of the other Transaction Documents, including
without limitation calling an Event of Default if Borrower fails to deliver Conversion Shares in accordance with the terms of
this Note.


 


11.
Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents,
Borrower shall not effect any conversion of this Note to the extent that after giving effect to such conversion would cause Lender
(together with its affiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares of Common Stock
outstanding on such date (including for such purpose the shares of Common Stock issuable upon such issuance) (the “Maximum
Percentage”). For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section
13(d) of the 1934 Act. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%”
at such time as the Market Capitalization is less than $10,000,000.00. Notwithstanding any other provision contained herein, if
the term “4.99%” is replaced with “9.99%” pursuant to the preceding sentence, such increase to “9.99%”
shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrower, Lender
may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day
after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply
to all affiliates and assigns of Lender.


 


12.
Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the
right to have any such opinion provided by its counsel.


 


13.
Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase
Agreement to determine the proper venue for any disputes are incorporated herein by this reference.


 


14.
Arbitration of Disputes. By its issuance or acceptance of this Note, each party agrees to be bound by the Arbitration Provisions
(as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.


 


15.
Cancellation. After repayment or conversion of the entire Outstanding Balance, this Note shall be deemed paid in full,
shall automatically be deemed canceled, and shall not be reissued.


 


16.
Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this Note.


 


17.
Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note and any shares of
Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by Lender without the consent of
Borrower.





 


18.
Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be
given in accordance with the subsection of the Purchase Agreement titled “Notices.”


 


19.
Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions
of this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the
parties’ inability to predict future interest rates, future share prices, future trading volumes and other relevant factors.
Accordingly, Lender and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed under this
Note are not penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (under Lender’s
and Borrower’s expectations that any such liquidated damages will tack back to the Purchase Price Date for purposes of determining
the holding period under Rule 144).


 


20.
Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve
the objective of Borrower and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full
force and effect.


 


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IN
WITNESS WHEREOF, Borrower has caused this Note to be duly executed as of the Effective Date.








 





	 	BORROWER:
	 	 	 
	 	KinerjaPay Corp.
	 		
	 	By:
    	
	 		Edwin
    Ng, Chief Executive Officer
			







 











ACKNOWLEDGED,
ACCEPTED AND AGREED:


 


LENDER:


 


Iliad
Research and Trading, L.P.


 


By:
Iliad Management, LLC, its General Partner


 


By:
Fife Trading, Inc., its Manager


 


	 	By:
    	 	 
	 	 	John
    M. Fife, President 	 


 


[Signature
Page to Convertible Promissory Note]













 




    	 	 	 



    	 	 	 



    

 


ATTACHMENT
1


 


DEFINITIONS


 


For
purposes of this Note, the following terms shall have the following meanings:


 


A1.”Closing
Bid Price” and “Closing Trade Price” means the last closing bid price and last closing trade price,
respectively, for the Common Stock on its principal market, as reported by Bloomberg, L.P. (“Bloomberg”), or,
if its principal market begins to operate on an extended hours basis and does not designate the closing bid price or the closing
trade price (as the case may be) then the last bid price or last trade price, respectively, of the Common Stock prior to 4:00:00
p.m., New York time, as reported by Bloomberg, or, if its principal market is not the principal securities exchange or trading
market for the Common Stock, the last closing bid price or last trade price, respectively, of the Common Stock on the principal
securities exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg, or if the foregoing
do not apply, the last closing bid price or last trade price, respectively, of the Common Stock in the over-the-counter market
on the electronic bulletin board for the Common Stock as reported by Bloomberg, or, if no closing bid price or last trade price,
respectively, is reported for the Common Stock by Bloomberg, the average of the bid prices, or the ask prices, respectively, of
any market makers for the Common Stock as reported by OTC Markets Group, Inc., and any successor thereto. If the Closing Bid Price
or the Closing Trade Price cannot be calculated for the Common Stock on a particular date on any of the foregoing bases, the Closing
Bid Price or the Closing Trade Price (as the case may be) of the Common Stock on such date shall be the fair market value as mutually
determined by Lender and Borrower. All such determinations shall be appropriately adjusted for any stock dividend, stock split,
stock combination or other similar transaction during such period.


 


A2.”Conversion
Share Value” means the product of the number of Conversion Shares deliverable pursuant to any Redemption Notice multiplied
by the Closing Trade Price of the Common Stock on the Delivery Date for such Conversion.


 


A3.”Default
Effect” means multiplying the Outstanding Balance as of the date the applicable Event of Default occurred by (a) fifteen
percent (15%) for each occurrence of any Major Default, or (b) five percent (5%) for each occurrence of any Minor Default, and
then adding the resulting product to the Outstanding Balance as of the date the applicable Event of Default occurred, with the
sum of the foregoing then becoming the Outstanding Balance under this Note as of the date the applicable Event of Default occurred;
provided that the Default Effect may only be applied three (3) times hereunder with respect to Major Defaults and three (3) times
hereunder with respect to Minor Defaults; and provided further that the Default Effect shall not apply to any Event of Default
pursuant to Section 4.1(b) hereof.


 


A4.”DTC”
means the Depository Trust Company or any successor thereto.


 


A5.”DTC/FAST
Program” means the DTC’s Fast Automated Securities Transfer program.


 


A6.”DWAC”
means the DTC’s Deposit/Withdrawal at Custodian system.


 


A7.”DWAC
Eligible” means that (a) Borrower’s Common Stock is eligible at DTC for full services pursuant to DTC’s
operational arrangements, including without limitation transfer through DTC’s DWAC system; (b) Borrower has been approved
(without revocation) by DTC’s underwriting department; (c) Borrower’s transfer agent is approved as an agent in the
DTC/FAST Program; (d) the Conversion Shares are otherwise eligible for delivery via DWAC; and (e) Borrower’s transfer agent
does not have a policy prohibiting or limiting delivery of the Conversion Shares via DWAC.


 


A8.”Equity
Conditions Failure” means that any of the following conditions has not been satisfied on any given Redemption Date:
(a) with respect to the applicable date of determination all of the Conversion Shares would be freely tradable under Rule 144
or without the need for registration under any applicable federal or state securities laws (in each case, disregarding any limitation
on conversion of this Note); (b) no Event of Default shall have occurred or be continuing hereunder; (c) the average and median
daily dollar volume of the Common Stock on its principal market for the previous twenty (20) and two hundred (200) Trading Days
shall be greater than $75,000.00; (d) the five (5) day VWAP of the Common Stock is greater than or equal to $0.25; and (e) the
Market Capitalization is greater than or equal to $10,000,000.00.
















 




    

    
    	Attachment 1 to Convertible Promissory Note, Page 1




    	 	 	 



    





 


A9.”Fundamental
Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related
transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is the surviving corporation)
any other person or entity, or (ii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related
transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective
properties or assets to any other person or entity, or (iii) Borrower or any of its subsidiaries shall, directly or indirectly,
in one or more related transactions, allow any other person or entity to make a purchase, tender or exchange offer that is accepted
by the holders of more than 50% of the outstanding shares of voting stock of Borrower (not including any shares of voting stock
of Borrower held by the person or persons making or party to, or associated or affiliated with the persons or entities making
or party to, such purchase, tender or exchange offer), or (iv) Borrower or any of its subsidiaries shall, directly or indirectly,
in one or more related transactions, consummate a stock or share purchase agreement or other business combination (including,
without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other person or entity whereby
such other person or entity acquires more than 50% of the outstanding shares of voting stock of Borrower (not including any shares
of voting stock of Borrower held by the other persons or entities making or party to, or associated or affiliated with the other
persons or entities making or party to, such stock or share purchase agreement or other business combination), or (v) Borrower
or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, reorganize, recapitalize or reclassify
the Common Stock, other than an increase in the number of authorized shares of Borrower’s Common Stock, or (b) any “person”
or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations
promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly
or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of Borrower.


 


A10.”Major
Default” means any Event of Default occurring under Sections 4.1(a), 4.1(k), or 4.1(o).


 


A11.”Mandatory
Default Amount” means the Outstanding Balance following the application of the Default Effect.


 


A12.”Market
Capitalization” means a number equal to (a) the average VWAP of the Common Stock for the immediately preceding fifteen
(15) Trading Days, multiplied by (b) the aggregate number of outstanding shares of Common Stock as reported on Borrower’s
most recently filed Form 10-Q or Form 10-K.


 


A13.”Minor
Default” means any Event of Default that is not a Major Default.


 


A14.”OID”
means an original issue discount.


 


A15.”Other
Agreements” means, collectively, (a) all existing and future agreements and instruments between, among or by Borrower
(or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing agreement or a material
agreement that affects Borrower’s ongoing business operations.


 


A16.”Outstanding
Balance” means as of any date of determination, the Purchase Price, as reduced or increased, as the case may be, pursuant
to the terms hereof for payment, Conversion, offset, or otherwise, plus the OID, the Transaction Expense Amount, accrued but unpaid
interest, collection and enforcements costs (including attorneys’ fees) incurred by Lender, transfer, stamp, issuance and
similar taxes and fees related to Conversions, and any other fees or charges (including without limitation Conversion Delay Late
Fees) incurred under this Note.


 


A17.”Purchase
Price Date” means the date the Purchase Price is delivered by Lender to Borrower.


 


A18.”Trading
Day” means any day on which the New York Stock Exchange (or such other principal market for the Common Stock) is open
for trading.


 


A19.”VWAP”
means the volume weighted average price of the Common Stock on the principal market for a particular Trading Day or set of Trading
Days, as the case may be, as reported by Bloomberg.


 


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    	Attachment 1 to Convertible Promissory Note, Page 2




    	 	 	 



    

 


EXHIBIT
A


 


Iliad
Research and Trading, L.P.


303
East Wacker Drive, Suite 1040


Chicago,
Illinois 60601





 





	KinerjaPay
    Corp.	 	Date:
    _________
	Attn:
    Edwin Witarsa Ng	 	 
	JI
    Multatuli, No. 8A Clyde Road	 	 
	Medan,
    Indonesia 20151	 	 







 


REDEMPTION
NOTICE


 


The
above-captioned Lender hereby gives notice to KinerjaPay Corp., a Delaware corporation (the “Borrower”), pursuant
to that certain Convertible Promissory Note made by Borrower in favor of Lender on May 29, 2019 (the “Note”),
that Lender elects to redeem a portion of the Note in Conversion Shares or in cash as set forth below. In the event of a conflict
between this Redemption Notice and the Note, the Note shall govern, or, in the alternative, at the election of Lender in its sole
discretion, Lender may provide a new form of Redemption Notice to conform to the Note. Capitalized terms used in this notice without
definition shall have the meanings given to them in the Note.


 


REDEMPTION
INFORMATION 


 


	 	A.	Redemption
    Date: ____________, 201_
	 	B.	Redemption
    Amount: ____________
	 	C.	Portion
    of Redemption Amount to be Paid in Cash: ____________
	 	D.	Portion
    of Redemption Amount to be Converted into Common Stock: ____________ (B minus C)
	 	E.	Redemption
    Conversion Price: _______________
	 	F.	Conversion
    Shares: _______________ (D divided by E)
	 	G.	Remaining
    Outstanding Balance of Note: ____________ *


 


*
Subject to adjustments for corrections, defaults, interest and other adjustments permitted by the Transaction Documents (as defined
in the Purchase Agreement), the terms of which shall control in the event of any dispute between the terms of this Redemption
Notice and such Transaction Documents.


 


Please
transfer the Conversion Shares, if applicable, electronically (via DWAC) to the following account:


 





	Broker:
__________________________    	 	Address:	 _______________________________
	DTC#:
__________________________    	 	 	 _______________________________
	Account
    #: ______________________	 	 	_______________________________
	Account
    Name: ___________________	 	 	 




 





To
the extent the Conversion Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such certificated
shares to Lender via reputable overnight courier after receipt of this Redemption Notice (by facsimile transmission or otherwise)
to:


 


_____________________________________





_____________________________________





_____________________________________


 


Sincerely,


 


Lender:


 


Iliad
Research and Trading, L.P.


 


By:
Iliad Management, LLC, its General Partner


 


By:
Fife Trading, Inc., its Manager


 


	 	By:
    	 	 
	 	 	John
    M. Fife, President 	 


 




    	Exhibit A to Convertible Promissory Note, Page 1