Exhibit 10.2


 


CONVERTIBLE PROMISSORY NOTE



 


	Effective Date: August 28, 2019	 	U.S. $550,000.00




 


FOR VALUE RECEIVED,
Q BioMed Inc., a Nevada corporation (“Borrower”), promises to
pay to Iliad Research and Trading, L.P., a Utah limited partnership, or its successors
or assigns (“Lender”), $550,000.00 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 August 28, 2019 (the
“Effective Date”). This Note is issued pursuant to that certain Securities Purchase Agreement dated August 28,
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 $40,000.00. In addition, Borrower agrees to pay $10,000.00 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 $500,000.00 (the “Purchase Price”), computed as follows: $550,000.00 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 Lender Conversion Notice (as defined below)
or a Redemption 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 on or before the date that is six (6) months from the Effective Date, Borrower shall make
payment to Lender of an amount in cash equal to 110% multiplied by the portion of the Outstanding Balance Borrower elects to repay.
If Borrower exercises its right to prepay this Note after the date that is six (6) months from the Effective Date, 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.                  
Lender Optional Conversion.


 


3.1.            
Lender Conversions. Lender has the right at any time after the Purchase Price Date until the Outstanding Balance
has been paid in full, at its election, to convert (“Lender Conversion”) all or any portion of the Outstanding
Balance into shares (each instance of conversion is referred to herein as a “Lender Conversion Shares”) of fully
paid and non-assessable shares of common stock, $0.001 par value per share (the “Common Stock”), of Borrower
as per the following conversion formula: the number of Lender Conversion Shares equals the amount being converted (the “Conversion
Amount”) divided by the Lender Conversion Price (as defined below). Conversion notices in the form attached hereto as
Exhibit A (each, a “Lender Conversion Notice”) may be effectively delivered to Borrower by any method
set forth in the “Notices” Section of the Purchase Agreement, and all Lender Conversions shall be cashless and not
require further payment from Lender. Borrower shall deliver the Lender Conversion Shares from any Lender Conversion to Lender in
accordance with Section 9 below.


 






    	 	 	 



     


    

 


3.2.            
Lender Conversion Price. Subject to adjustment as set forth in this Note, the price at which Lender has the right
to convert all or any portion of the Outstanding Balance into Common Stock is $2.50 per share (the “Lender Conversion
Price”).


 


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 Lender Conversion Shares in accordance with the terms hereof; (c) Borrower fails to deliver any Redemption
Conversion Shares (as defined below) in accordance with the terms hereof; (d) 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; (e) 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; (f) Borrower makes
a general assignment for the benefit of creditors; (g) Borrower files a petition for relief under any bankruptcy, insolvency or
similar law (domestic or foreign); (h) an involuntary bankruptcy proceeding is commenced or filed against Borrower; (i) 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; (j) 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; (k) the occurrence of a Fundamental
Transaction without Lender’s prior written consent; (l) Borrower fails to maintain the Share Reserve (as defined in the Purchase
Agreement); (m) Borrower effectuates a reverse split of its Common Stock without twenty (20) Trading Days prior written notice
to Lender; (n) 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; (o) Borrower fails to be DWAC Eligible; (p) Borrower fails to
observe or perform any covenant set forth in Section 4 of the Purchase Agreement (other than the covenant with respect to Unapproved
Variable Security Issuances); (q) Borrower makes any Unapproved Variable Security Issuance; or (r) 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 (d), (e), (f), (g) or (h) 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 eighteen percent (18%) per annum or the maximum rate permitted under applicable
law (“Default Interest”). For the avoidance of doubt, Lender may continue making Lender Conversions and Redemption
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.


 


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.                  
Rights Upon Issuance of Securities.


 


7.1.            
Adjustment of Lender Conversion Price and Floor 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 Common Stock into a greater number of shares, the Lender Conversion Price
and Floor 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 Common Stock into a smaller number of shares, the Lender Conversion Price and Floor Price in
effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 7.1 shall
become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment
under this Section 7.1 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.


 






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7.2.             Other
Events. In the event that Borrower (or any subsidiary) shall take any action to which the provisions hereof are not strictly
applicable, or, if applicable, would not operate to protect Lender from dilution or if any event occurs of the type contemplated
by the provisions of this Section 7 but not expressly provided for by such provisions (including, without limitation, the
granting of stock appreciation rights, phantom stock rights or other rights with equity features), then Borrower’s board
of directors shall in good faith determine and implement an appropriate adjustment in the Lender Conversion Price so as to protect
the rights of Lender, provided that no such adjustment pursuant to this Section 7.2 will increase the Lender Conversion Price
as otherwise determined pursuant to this Section 7, provided further that if Lender does not accept such adjustments as appropriately
protecting its interests hereunder against such dilution, then Borrower’s board of directors and Lender shall agree, in
good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments, whose
determination shall be final and binding and whose fees and expenses shall be borne by Borrower.


 


8.                  
Redemptions.


 


8.1.            
Redemption Conversion Price. Subject to the adjustments set forth herein, the conversion price for each Redemption
Conversion (the “Redemption Conversion Price”) shall be the lesser of (a) the Lender Conversion Price, and (b)
the Market Price.


 


8.2.            
Redemption Conversions. Beginning on the date that is six (6) months from 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”), subject to the Maximum Monthly Redemption Amount, by providing Borrower with a notice
substantially in the form attached hereto as Exhibit B (each, a “Redemption Notice”, and each date on
which Lender delivers a Redemption Notice, a “Redemption Date”). For the avoidance of doubt, Lender may submit
to Borrower one (1) or more Redemption Notices in any given calendar month; provided that the aggregate Redemption Amounts in such
calendar month do not exceed the Maximum Monthly Redemption Amount. Payments of each Redemption Amount may be made (a) in cash,
or (b) by converting such Redemption Amount into Common Stock (“Redemption Conversion Shares”, and together
with the Lender Conversion Shares, the “Conversion Shares”) in accordance with this Section 8.2 (each, a “Redemption
Conversion”) per the following formula: the number of Redemption Conversion Shares equals the portion of the applicable
Redemption Amount being converted divided by the Redemption 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 Redemption 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 Redemption Conversion with respect to any portion of any applicable Redemption
Amount and shall be required to pay the Redemption Amount in cash, if on the applicable Redemption Date the Redemption Conversion
Price is below the Floor Price. 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 8.2 until the Outstanding Balance is
repaid in full. Notwithstanding anything herein to the contrary, in the event Borrower pays any redemption amount in cash, a twenty
percent (20%) premium shall be applied to such payment. For example, in the event Borrower elects (or is obligated) to pay a $100,000.00
Redemption Amount in cash, Borrower would have to pay $120,000.00 in order to satisfy the payment of such Redemption Amount and
have the Outstanding Balance reduced by $100,000.00. Moreover, Borrower shall have the right to defer up to two (2) separate redemptions
for up to thirty (30) days each by providing written notice to Lender within three (3) Trading Days of its receipt of a Redemption
Notice. In the event Borrower elects to exercise its deferral right, the Outstanding Balance shall automatically be increased by
ten percent (10%) of the Redemption Amount to which such deferral relates as of the date Borrower exercises such deferral right.


 






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8.3.            
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 Redemption 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
Redemption Conversion Shares from any Redemption Conversion to Lender in accordance with Section 9 below on or before each applicable
Delivery Date.


 


9.                  
Method of Conversion Share Delivery. On or before the close of business on the third (3rd) Trading Day
following each Redemption Date or the third (3rd) Trading Day following the date of delivery of a Lender Conversion
Notice, as applicable (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 Lender Conversion Notice or 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 Lender Conversion Notice or 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 9. 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.


 


10.                
Conversion Delays. If Borrower fails to deliver Conversion Shares in accordance with the timeframe stated in Section
9, 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 Lender Conversion, in the event that Lender 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
Lender 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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11.                
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.


 


12.                 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 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.


 


13.                
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.


 


14.                 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.


 


15.                 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.


 


16.                 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.


 






    	 	6	 



     


    

 


17.                
Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this
Note.


 


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


 


19.                 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.”


 


20.                 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).


 


21.                 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.


 


[Remainder of page intentionally left
blank; signature page follows]


 






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


 


		 	BORROWER:
	 	 	 	 
		 	Q
    BioMed Inc.
		 	 	 
	 	 	 	 
		 	By:	 
		 	Name: 	 
		 	Title: 	 
	 	 	 	         
	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.             
“Approved Variable Security Issuance” means a Variable Security Issuance (as defined in the Purchase
Agreement) for which Borrower received Lender’s written consent prior to the applicable issuance.


 


A2.             
 “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, 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.


 


A3.             
“Conversion” means a Lender Conversion under Section 3 or a Redemption Conversion under Section 8.


 


A4.             
“Conversion Factor” means 93%.


 


A5.             
“Conversion Share Value” means the product of the number of Lender Conversion Shares deliverable pursuant
to any Lender Conversion Notice multiplied by the Closing Trade Price of the Common Stock on the Delivery Date for such Lender
Conversion.


 


A6.             
“Deemed Issuance” means an issuance of Common Stock that shall be deemed to have occurred on the latest
possible permitted date pursuant to the terms hereof in the event Borrower fails to deliver Conversion Shares as and when required
pursuant to Section 9 of this Note. For the avoidance of doubt, if Borrower has elected or is deemed under Section 8.3 to have
elected to pay a Redemption Amount in Redemption Conversion Shares and fails to deliver such Redemption Conversion Shares, such
failure shall be considered a Deemed Issuance hereunder even if an Equity Conditions Failure exists at that time or other relevant
date of determination.


 


A7.             
“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, (b) ten percent (10%) for each occurrence of an
Unapproved Variable Security Issuance Default, or (c) 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. There shall be no limit on the number of times the Default Effect may be applied with respect to Unapproved Variable
Security Issuance Defaults.


 


A8.             
“DTC” means the Depository Trust Company or any successor thereto.


 


A9.             
“DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer program.


 


A10.           
“DWAC” means the DTC’s Deposit/Withdrawal at Custodian system.


 






    	Attachment 1 to Convertible Promissory Note, Page 1 

	 



    	 



    

 


A11.            “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.


 


A12.           
“Floor Price” means $2.00 per share.


 


A13.          
“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.


 


A14.           
“Major Default” means any Event of Default occurring under Sections 4.1(a), 4.1(c), 4.1(l), or 4.1(p).


 


A15.           
 “Mandatory Default Amount” means the Outstanding Balance following the application of the Default Effect.


 


A16.           
“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 Common Stock as reported on Borrower’s
most recently filed Form 10-Q or Form 10-K.


 


A17.            “Market
Price” means the Conversion Factor multiplied by the average of the four (4) lowest Closing Trade Prices during the
ten (10) Trading Days immediately preceding the applicable measurement date.


 


A18.           
“Maximum Monthly Redemption Amount” means $150,000.00 per calendar month.


 


A19.           
“Minor Default” means any Event of Default that is not a Major Default or an Unapproved Variable Security
Issuance Default.


 


A20.           
“OID” means an original issue discount.


 


A21.           
“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.


 


A22.           
“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.


 






    	Attachment 1 to Convertible Promissory Note, Page 2 

	 



    	 



    

 


A23.           
“Purchase Price Date” means the date the Purchase Price is delivered by Lender to Borrower.


 


A24.           
“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.


 


A25.           
“Unapproved Variable Security Issuance” means a Variable Security Issuance for which Borrower did not
receive Lender’s written consent prior to the applicable issuance.


 


A26.           
“Unapproved Variable Security Issuance Default” means an Event of Default occurring under Section 4.1(q)
of this Note.


 


A27.           
 “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.


 


[Remainder of page
intentionally left blank]


 






    	Attachment 1 to Convertible Promissory Note, Page 3 

	 



    	 



    





 


EXHIBIT A


 


Iliad Research and Trading, L.P.


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 


	Q BioMed Inc.	Date: 	 
	Attn: Denis Corin	 	 
	c/o Ortoli Rosenstadt LLP	 	 
	366 Madison Avenue	 	 
	New York, New York 10022	 	 




 


LENDER CONVERSION NOTICE


 


The above-captioned Lender hereby gives
notice to Q BioMed Inc., a Nevada corporation (the “Borrower”), pursuant to that certain Convertible Promissory
Note made by Borrower in favor of Lender on August 28, 2019 (the “Note”), that Lender elects to convert the
portion of the Note balance set forth below into fully paid and non-assessable Common Stock of Borrower as of the date of conversion
specified below. Said conversion shall be based on the Lender Conversion Price set forth below. In the event of a conflict between
this Lender Conversion 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 Lender Conversion Notice to conform to the Note. Capitalized terms used in this notice
without definition shall have the meanings given to them in the Note.


 


		A.	Date of Conversion: 	 	 



		B.	Lender Conversion #:	 	 



		C.	Conversion Amount:	 	 



		D.	Lender Conversion Price:	 	 



		E.	Lender Conversion Shares: 	 	(C divided by D)



		F.	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 Lender Conversion Notice and such Transaction Documents.


 


Please transfer the Lender Conversion
Shares electronically (via DWAC) to the following account:


 


	Broker:	 	 	Address:	 
	DTC#:	 	 	 	 
	Account #:	 	 	 	 
	Account Name:	 	 	 	 




 


To the extent the
Lender 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 Lender Conversion Notice (by facsimile transmission or otherwise)
to:


 


	 	 	 
	 	 	 
	 	 	 



 


[Signature Page Follows]


 






    Exhibit A to Convertible Promissory Note, Page 1
 


     


    

 


 


 


	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 2
 


     


    

 


EXHIBIT B


 


Iliad Research and Trading, L.P.


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 


	Q BioMed Inc.	Date:	 
	Attn: Denis Corin	 	 
	c/o Ortoli Rosenstadt LLP	 	 
	366 Madison Avenue	 	 
	New York, New York 10022	 	 



 


REDEMPTION NOTICE


 


The above-captioned Lender hereby gives
notice to Q BioMed Inc., a Nevada corporation (the “Borrower”), pursuant to that certain Convertible Promissory
Note made by Borrower in favor of Lender on August 28, 2019 (the “Note”), that Lender elects to redeem a portion
of the Note in Redemption 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:	 	 (lower of (i) Lender Conversion Price in effect and (ii) Market Price as of Redemption Date)



		F.	Redemption 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 Redemption Conversion
Shares, if applicable, electronically (via DWAC) to the following account:




 


	Broker:	 	 	Address:	 
	DTC#:	 	 	 	 
	Account #:	 	 	 	 
	Account Name:	 	 	 	 






 


To the extent the
Redemption 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:


 


	 	 	 
	 	 	 
	 	 	 



 






    Exhibit B to Convertible Promissory Note, Page 1
 


     


    

 


	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 B to Convertible Promissory Note, Page 2