Exhibit 4.5 


 


Dated: December 3, 2020


 


NEITHER THIS DEBENTURE NOR THE SECURITIES INTO
WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS.


 


	No. 2020-12-03	$50,000.00


 


INTELLIGENT BUYING, INC.


 


Convertible Debenture


 


This Convertible Debenture (the “Debenture”)
is issued by INTELLIGENT BUYING, INC., a California corporation (the “Obligor”), to FRANK GALLO
(the “Holder”), pursuant to that certain Securities Purchase Agreement (the “Agreement”) of even
date herewith.


 


FOR VALUE RECEIVED, the Obligor hereby promises
to pay to the Holder or its successors and assigns the principal sum of FIFTY THOUSAND Dollars ($50,000) together with accrued but unpaid
interest on or before the earlier of the closing of a financing in excess of $1,000,000 or September 3, 2021 (the “Maturity Date”)
in accordance with the following terms:


 


Interest. Interest
shall accrue on the outstanding principal balance hereof at an annual rate equal to ten percent (10%). Interest shall be calculated on
the basis of a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law. Interest hereunder will
be paid to the Holder or its assignee (as defined in Section 4) in whose name this Debenture is registered on the records of the
Obligor regarding registration and transfers of Debentures (the “Debenture Register”).


 


Right of Redemption.
The Obligor at its option shall have the right to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity
Date.


 


Liquidated Damages.
In the event the principal and Interest is not paid in full by the Maturity Date, then the Obligor shall be obligated to issues shares
of Common Stock to the Holder as liquidated damages in the amount equal to the principal and Interest outstanding multiplied by .25 per
month, which such product will be divided by the Conversion Price then in place. Such liquidated damages
will be paid on a monthly basis until this debenture is paid in full.



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This Debenture is subject to the
following additional provisions:


 


Section 1. This
Debenture is exchangeable for an equal aggregate principal amount of Debentures of different authorized denominations, as requested by
the Holder surrendering the same. No service charge will be made for such registration of transfer or exchange.


 


Section 2. Events of Default.


 


(a) An “Event of
Default”, wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary
or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation
of any administrative or governmental body):


 


(i) Any default in the payment
of the principal of, interest on or other charges in respect of this Debenture, free of any claim of subordination, as and when the same
shall become due and payable (whether on a Conversion Date or the Maturity Date or by acceleration or otherwise);


 


(ii) The Obligor shall fail
to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach or default of any provision
of this Debenture (except as may be covered by Section 2(a)(i) hereof), the Agreement, or any Transaction Document (as defined
in Section 4), which is not cured with in the time prescribed;


 


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


 



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(iv) The Obligor or any subsidiary
of the Obligor shall default in any of its obligations under any other debenture or any mortgage, credit agreement or other facility,
indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced
any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the Obligor or any subsidiary
of the Obligor in an amount exceeding $100,000, whether such indebtedness now exists or shall hereafter be created and such default shall
result in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;
and


 


(v) The Common Stock shall
cease to be quoted for trading or listing for trading on any of (a) the New York Stock Exchange, (b) the Nasdaq National Market, (c) the
Nasdaq Capital Market, or (d) OTC Markets (“OTC”) (each, a “Primary Market”) and shall not again
be quoted or listed for trading on any Primary Market within five (5) Trading Days of such delisting.


 


(b) During the time that
any portion of this Debenture is outstanding, if any Event of Default has occurred, the full principal amount of this Debenture, together
with interest and other amounts owing in respect thereof, to the date of acceleration shall become at the Holder's election, immediately
due and payable in cash, provided however, the Holder may request (but shall have no obligation to request) payment of such amounts
in Common Stock of the Obligor. In addition to any other remedies, the Holder shall have the right (but not the obligation) to convert
this Debenture at any time after (x) an Event of Default or (y) the Maturity Date at the Conversion Price then in-effect. The Holder need
not provide and the Obligor hereby waives any presentment, demand, protest or other notice of any kind, and the Holder may immediately
and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to
it under applicable law. Such declaration may be rescinded and annulled by Holder at any time prior to payment hereunder. No such rescission
or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Upon an Event of Default, notwithstanding
any other provision of this Debenture or any Transaction Document, the Holder shall have no obligation to comply with or adhere to any
limitations, if any, on the conversion of this Debenture or the sale of the Underlying Shares.


 


Section 3. Conversion.


 


(a) (i) Conversion at Option of Holder.


 




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(A) This Debenture shall be
convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time, after the
Original Issue Date (as defined in Section 4) (subject to the limitations on conversion set forth in Section 3(a)(ii) hereof).
The number of shares of Common Stock issuable upon a conversion hereunder equals the quotient obtained by dividing (x) the outstanding
amount of this Debenture to be converted by (y) the Conversion Price (as defined in Section 3(c)(i)). The Obligor shall deliver
Common Stock certificates to the Holder prior to the Third (3rd) Trading Day after a Conversion Date.


 


(B) Notwithstanding anything
to the contrary contained herein, if on any Conversion Date: (1) the number of shares of Common Stock at the time authorized, unissued
and unreserved for all purposes, or held as treasury stock, is insufficient to pay principal and interest hereunder in shares of Common
Stock; (2) the Common Stock is not listed or quoted for trading on the OTC or on a Subsequent Market; or (3) the Obligor has failed to
timely satisfy its conversion, then, at the option of the Holder, the Obligor, in lieu of delivering shares of Common Stock pursuant to
Section 3(a)(i)(A), shall deliver, within three (3) Trading Days of each applicable Conversion Date, an amount in cash equal to
the product of the outstanding principal amount to be converted plus any interest due therein divided by the Conversion Price and multiplied
by the highest closing price of the stock from date of the conversion notice till the date that such cash payment is made.


 


Further, if the Obligor shall
not have delivered any cash due in respect of conversion of this Debenture or as payment of interest thereon by the fifth (5th)
Trading Day after the Conversion Date, the Holder may, by notice to the Obligor, require the Obligor to issue shares of Common Stock pursuant
to Section 3(c), except that for such purpose the Conversion Price applicable thereto shall be the lesser of the Conversion Price
on the Conversion Date and the Conversion Price on the date of such Holder demand. Any such shares will be subject to the provisions of
this Section.


  


(C) The Holder shall effect
conversions by delivering to the Obligor a completed notice in the form attached hereto as Exhibit A (a “Conversion Notice”).
The date on which a Conversion Notice is delivered is the “Conversion Date.” Unless the Holder is converting the entire
principal amount outstanding under this Debenture, the Holder is not required to physically surrender this Debenture to the Obligor in
order to effect conversions. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture
plus all accrued and unpaid interest thereon in an amount equal to the applicable conversion. The Holder and the Obligor shall maintain
records showing the principal amount converted and the date of such conversions. In the event of any dispute or discrepancy, the records
of the Holder shall be controlling and determinative in the absence of manifest error.


 



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(ii) Certain Conversion Restrictions.


 


(A) The Company shall not
affect any conversions of this Debenture and the Holder shall not have the right to convert any portion of this Debenture or receive shares
of Common Stock as payment of interest hereunder to the extent that after giving effect to such conversion
or receipt of such interest payment, the Holder, together with any affiliate thereof, would beneficially own (as determined in accordance
with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the number of shares of Common Stock
outstanding immediately after giving effect to such conversion or receipt of shares as payment of interest. Since the Holder will not
be obligated to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the
conversion at issue would result in the issuance of shares of Common Stock in excess of 4.99% of the then outstanding shares of Common
Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have
the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder
and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion
of the principal amount of this Debenture is convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered
a Conversion Notice for a principal amount of this Debenture that, without regard to any other shares that the Holder or its affiliates
may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of
this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date in accordance
with the periods described in Section 4(a)(i) and, any principal amount tendered for conversion in excess of the permitted amount
hereunder shall remain outstanding under this Debenture. The provisions of this Section may be waived by a Holder (but only as to itself
and not to any other Holder) upon not less than 65 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.


 


(b) (i) Nothing herein
shall limit a Holder's right to pursue actual damages or declare an Event of Default pursuant to Section 2 herein for the Obligor
's failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and such Holder
shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief, in each case without the need to post a bond or provide other security. The exercise of any such rights shall
not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.


  



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(ii) In addition to any other
rights available to the Holder, if the Obligor fails to deliver to the Holder such certificate or certificates pursuant to Section
3(a)(i)(A) by the fifth (5th) Trading Day after the Conversion Date, and if after such fifth (5th) Trading Day
the Holder purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of
the Underlying Shares which the Holder anticipated receiving upon such conversion (a “Buy-In”), then the Obligor shall
(A) pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (x) the Holder's
total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate
number of shares of Common Stock that such Holder anticipated receiving from the conversion at issue multiplied by (2) the market price
of the Common Stock at the time of the sale giving rise
to such purchase obligation and (B) at the option of the Holder, either reissue a Debenture in the principal amount equal to the principal
amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued had the Obligor
timely complied with its delivery requirements under Section 3(a)(i)(A). For example, if the Holder purchases Common Stock having
a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with respect to which the market
price of the Underlying Shares on the date of conversion was a total of $10,000 under clause (A) of the immediately preceding sentence,
the Obligor shall be required to pay the Holder $1,000. The Holder shall provide the Obligor written notice indicating the amounts payable
to the Holder in respect of the Buy-In.


 


(c) (i) The Holder is
entitled, at its option, to convert, 100% and not less of the shares, and sell on the same day, or at any time, all of the principal
amount of the Debenture, plus accrued interest, into shares of the Company’s common stock, no par value per share, at the price
per share equal to 120% of the market price of the Companies listed common stock on the date of such conversion (the “Conversion
Price”).


 


(ii) If the Obligor, at any
time while this Debenture is outstanding, shall (a) pay a stock dividend or otherwise make a distribution or distributions on shares
of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock, (b) subdivide outstanding shares
of Common Stock into a larger number of shares, (c) combine (including by way of reverse stock split) outstanding shares of Common Stock
into a smaller number of shares, or (d) issue by reclassification of shares of the Common Stock any shares of capital stock of the Obligor,
then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding
treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding
after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the
case of a subdivision, combination or re-classification.


 


(iii) If the Obligor, at any
time while this Debenture is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to the Holder)
entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Conversion Price, then the Conversion
Price shall be reduced to the price of such issuance. Such adjustment shall be made whenever such rights or warrants are issued and shall
become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.
However, upon the expiration of any such right, option or warrant to purchase shares of the Common Stock the issuance of which resulted
in an adjustment in the Conversion Price pursuant to this Section, if any such right, option or warrant shall expire and shall not have
been exercised, the Conversion Price shall immediately upon such expiration be recomputed and effective immediately upon such expiration
be increased to the price which it would have been (but reflecting any other adjustments in the Conversion Price made pursuant to the provisions of this Section after the issuance
of such rights or warrants) had the adjustment of the Conversion Price made upon the issuance of such rights, options or warrants been
made on the basis of offering for subscription or purchase only that number of shares of the Common Stock actually purchased upon the
exercise of such rights, options or warrants actually exercised. There will be no adjustments for issuances less than $0.01.


 



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(iv)  If the Obligor or any
subsidiary thereof, as applicable, at any time while this Debenture is outstanding, shall issue shares of Common Stock or rights, warrants,
options or other securities or debt that are convertible into or exchangeable for shares of Common Stock (“Common Stock Equivalents”)
entitling any Person to acquire shares of Common Stock, at a price per share less than the Conversion Price (if the holder of the Common
Stock or Common Stock Equivalent so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating
conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which is issued in connection with
such issuance, be entitled to receive shares of Common Stock at a price per share which is less than the Conversion Price, such issuance
shall be deemed to have occurred for less than the Conversion Price), then the Conversion Price shall be adjusted to mirror the conversion,
exchange or purchase price for such Common Stock or Common Stock Equivalents (including any reset provisions thereof) at issue. Such adjustment
shall be made whenever such Common Stock or Common Stock Equivalents are issued. The Obligor shall notify the Holder in writing, no later
than one (1) business day following the issuance of any Common Stock or Common Stock Equivalent subject to this Section, indicating therein
the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms. No adjustment under
this Section shall be made as a result of issuances of Common Stock or Common Stock Equivalents for compensatory purposes, strategic relationships
or acquisitions and no adjustments will be for issuances less than $0.01.


  


(v) If the Obligor, at any
time while this Debenture is outstanding, shall distribute to all holders of Common Stock (and not to the Holder) evidences of its indebtedness
or assets or rights or warrants to subscribe for or purchase any security, then in each such case the Conversion Price at which this Debenture
shall thereafter be convertible shall be determined by multiplying the Conversion Price in effect immediately prior to the record date
fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the Closing
Bid Price determined as of the record date mentioned above, and of which the numerator shall be such Closing Bid Price on such record
date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable
to one outstanding share of the Common Stock as determined by the Board of Directors in good faith. In either case the adjustments shall
be described in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription
rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become
effective immediately after the record date mentioned above.


 



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(vi) In case of any reclassification
of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property,
the Holder shall have the right thereafter to, at its option, (A) convert the then outstanding principal amount, together with all accrued
but unpaid interest and any other amounts then owing hereunder in respect of this Debenture into the shares of stock and other securities,
cash and property receivable upon or deemed to be held by holders of the Common Stock following such reclassification or share exchange,
and the Holder of this Debenture shall be entitled upon such event to receive such amount of securities, cash or property as the shares
of the Common Stock of the Obligor into which the then outstanding principal amount, together with all accrued but unpaid interest and
any other amounts then owing hereunder in respect of this Debenture could have been converted immediately prior to such reclassification
or share exchange would have been entitled, or (B) require the Obligor to prepay the outstanding principal amount of this Debenture, plus
all interest and other amounts due and payable thereon. The entire prepayment price shall be paid in cash. This provision shall similarly
apply to successive reclassifications or share exchanges.


 


(vii) The Obligor shall maintain
a share reserve of not less than one hundred percent (100%) of the shares of Common Stock issuable upon conversion of this Debenture;
and within three (3) Business Days following the receipt by the Obligor of a Holder's notice that such minimum number of Underlying Shares
is not so reserved, the Obligor shall promptly reserve a sufficient number of shares of Common Stock to comply with such requirement.


 


(viii) All price calculations
under this Section 3 shall be rounded to the nearest $0.001.


 


(ix) Whenever the Conversion
Price is adjusted pursuant to Section 3 hereof, the Obligor shall promptly mail to the Holder a notice setting forth the Conversion
Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.


  


(x) In case of any (1) merger
or consolidation of the Obligor or any subsidiary of the Obligor with or into another Person, or (2) sale by the Obligor or any subsidiary
of the Obligor of more than one-half of the assets of the Obligor in one or a series of related transactions, this debenture shall become
immediately due and payable.


  


(d) The Obligor covenants
that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely for the purpose
of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as herein provided, free from preemptive
rights or any other actual contingent purchase rights of persons other than the Holder, not less than such number of shares of the Common
Stock as shall (subject to any additional requirements of the Obligor as to reservation of such shares set forth in this Debenture) be
issuable (taking into account the adjustments and restrictions of Sections 2(b) and 3(c)) upon the conversion of the outstanding
principal amount of this Debenture and payment of interest hereunder. The Obligor covenants that all shares of Common Stock
that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid, nonassessable.



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(e) Upon a conversion hereunder
the Obligor shall not be required to issue stock certificates representing fractions of shares of the Common Stock, but may if otherwise
permitted, make a cash payment in respect of any final fraction of a share based on the Closing Bid Price at such time. If the Obligor
elects not, or is unable, to make such a cash payment, the Holder shall be entitled to receive, in lieu of the final fraction of a share,
one whole share of Common Stock.


 


(f) The issuance of certificates
for shares of the Common Stock on conversion of this Debenture shall be made without charge to the Holder thereof for any documentary
stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Obligor shall not
be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate
upon conversion in a name other than that of the Holder of such Debenture so converted and the Obligor shall not be required to issue
or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Obligor the
amount of such tax or shall have established to the satisfaction of the Obligor that such tax has been paid.


 


(g) Any notices, consents,
waivers or other communications required or permitted to be given under the terms hereof must be in writing and will be deemed to have
been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission
is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) trading day after deposit with a
nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and
facsimile numbers for such communications shall be:


 


 


	If to the Company, to:	Intelligent Buying, Inc.
	 	340 Madison Avenue, 19th Floor
	 	New York, NY 10173
	 	
    Attention: George Furlan

    Telephone: 646-202-2897

    Email: george@sentientbrands.com



 


	With a copy to:	Costaldo Law Group P.C.
	 	Attn: Evan Costaldo, Esq.
	 	30 Wall Street, 8th floor
	 	
    New York, NY 10005

    Telephone: (212) 709-8333

    Email: evan@costaldolaw.com

	 	 


 



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If to the Holder, to the address set forth in the Purchase Agreement.


 


or at such other address and/or facsimile number and/or
to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business
days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver
or other communication, (ii) mechanically or electronically generated by the sender's facsimile machine containing the time, date, recipient
facsimile number and an image of the first page of such transmission or (iii) provided by a nationally recognized overnight delivery service,
shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service
in accordance with clause (i), (ii) or (iii) above, respectively.


 


Section 4. Definitions.
For the purposes hereof, the following terms shall have the following meanings:


 


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


 


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


 


“Commission”
means the Securities and Exchange Commission.


 


“Common Stock”
means the common stock, no par value, of the Obligor and stock of any other class into which such shares may hereafter be changed or reclassified.


 


“Conversion Date”
shall mean the date upon which the Holder gives the Obligor notice of their intention to effectuate a conversion of this Debenture into
shares of the Company’s Common Stock as outlined herein.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Transaction Documents”
means the Securities Purchase Agreement dated May 13, 2015 between the Obligor and the Holder and any and all related documents, agreements
and instruments thereto and the Security Agreement.


 


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


 


Section 5. Except
as expressly provided herein, no provision of this Debenture shall alter or impair the obligations of the Obligor, which are absolute
and unconditional, to pay the principal of, interest and other charges (if any) on, this Debenture at the time, place, and rate, and in
the coin or currency, herein prescribed. This Debenture is a direct obligation of the Obligor. This Debenture ranks pari passu with all
other Debentures now or hereafter issued under the terms set forth herein. As long as this Debenture is outstanding, the Obligor shall
not and shall cause their subsidiaries not to, without the consent of the Holder, (i) amend its certificate of incorporation, bylaws or
other charter documents so as to adversely affect any rights of the Holder; (ii) repay, repurchase or offer to repay, repurchase or otherwise
acquire shares of its Common Stock or other equity securities other than as to the Underlying Shares to the extent permitted or required
under the Transaction Documents; or (iii) enter into any agreement with respect to any of the foregoing.


 



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Section 6. This
Debenture shall not entitle the Holder to any of the rights of a stockholder of the Obligor, including without limitation, the right to
vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any other proceedings
of the Obligor, unless and to the extent converted into shares of Common Stock in accordance with the terms hereof.


 


Section 7. If
this Debenture is mutilated, lost, stolen or destroyed, the Obligor shall execute and deliver, in exchange and substitution for and upon
cancellation of the mutilated Debenture, or in lieu of or in substitution for a lost, stolen or destroyed Debenture, a new Debenture for
the principal amount of this Debenture so mutilated, lost, stolen or destroyed but only upon receipt of evidence of such loss, theft or
destruction of such Debenture, and of the ownership hereof, and indemnity, if requested, all reasonably satisfactory to the Obligor.


 


Section 8. No
indebtedness of the Obligor is senior to this Debenture in right of payment, whether with respect to interest, damages or upon liquidation
or dissolution or otherwise. Without the Holder’s consent, the Obligor will not and will not permit any of their subsidiaries to,
directly or indirectly, enter into, create, incur, assume or suffer to exist any indebtedness of any kind, on or with respect to any of
its property or assets now owned or hereafter acquired or any interest therein or any income or profits there from that is senior in any
respect to the obligations of the Obligor under this Debenture.


 


Section 9. This
Debenture shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to conflicts of
laws thereof. Each of the parties consents to the jurisdiction of the Courts of the State of New York sitting in New York, New York and
the U.S. District Court sitting in New York, New York in connection with any dispute arising under this Debenture and hereby waives,
to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens
to the bringing of any such proceeding in such jurisdictions.


 


Section 10. If
the Obligor fails to strictly comply with the terms of this Debenture, then the Obligor shall reimburse the Holder promptly for all fees,
costs and expenses, including, without limitation, attorneys’ fees and expenses incurred by the Holder in any action in connection
with this Debenture, including, without limitation, those incurred: (i) during any workout, attempted workout, and/or in connection with
the rendering of legal advice as to the Holder’s rights, remedies and obligations, (ii) collecting any sums which become due to
the Holder, (iii) defending or prosecuting any proceeding or any counterclaim to any proceeding or appeal; or (iv) the protection, preservation
or enforcement of any rights or remedies of the Holder.


 


Section 11. Any
waiver by the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of any other breach
of such provision or of any breach of any other provision of this Debenture. The failure of the Holder to insist upon strict adherence
to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter
to insist upon strict adherence to that term or any other
term of this Debenture. Any waiver must be in writing.


 



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Section 12. If
any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and if any
provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.
If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the
applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Obligor
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 Obligor from paying
all or any portion of the principal of or interest on this Debenture as contemplated herein, wherever enacted, now or at any time hereafter
in force, or which may affect the covenants or the performance of this indenture, and the Obligor (to the extent it may lawfully do so)
hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder,
delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though
no such law has been enacted.


 


Section 13. Whenever
any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding
Business Day.


 


Section 14. THE
PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DOCUMENT OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES’
ACCEPTANCE OF THIS AGREEMENT.


 


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BLANK]


 



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


 


	 	INTELLIGENT BUYING, INC. 
	 	 	 
	 	By:	 /s/ George Furlan
	 	 	Name: George Furlan 
	 	 	Title: Chief Executive Officer


 


 



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EXHIBIT “A”


 


CONVERSION NOTICE


 


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


 


 


	TO: 


 


The undersigned hereby irrevocably elects to convert
$__________________ of the principal amount of Debenture No. ____ into Shares of Common Stock of INTELLIGENT BUYING, INC., according
to the conditions stated therein, as of the Conversion Date written below.


 


	Conversion Date:	 
	Amount to be converted:	$        
	Conversion Price:	$        
	Number of shares of Common Stock to be issued:	 
	
    Amount of Debenture

    Unconverted:
	$          
	 	 
	 	 
	Please issue the shares of Common Stock in the following name and to the following address:
	Issue to:	 
	 	 
	Authorized Signature:	 
	Name:	 
	Title:	 
	Broker DTC Participant Code:	 
	Account Number:	 


 






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