THIS CONVERTIBLE PROMISSORY
NOTE AND THE SECURITIES THAT MAY BE ACQUIRED PURSUANT TO THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS
CONVERTIBLE PROMISSORY NOTE AND SUCH OTHER SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED
OF IN THE ABSENCE OF A REGISTRATION STATEMENT AND LISTING APPLICATION IN EFFECT WITH RESPECT TO THIS CONVERTIBLE PROMISSORY NOTE
OR SUCH OTHER SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR AN OPINION OF COUNSEL SATISFACTORY
TO THE COMPANY THAT SUCH REGISTRATION AND LISTING NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES ACT
AND THE APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION.


 


CONVERTIBLE PROMISSORY
NOTE


 


	US $ 20,000 	May 22, 2019


 


FOR
VALUABLE CONSIDERATION received, Imperalis Holding Corp., a Nevada corporation (the “Company”), and having
an address at 30 N. Gould Street, Suite 11023, Sheridan, WY 82801, hereby promises to pay to the order of Intermarket
Associates LLC (the “Holder”), at 24771 Rittenhouse Circle, Laguna Hills, CA 92653, or such other place as
may be designated by Holder to the Company in writing, as directed by Holder, the aggregate sum of ___Thousand ___Hundred
___Dollars and ___Cents ($ 20,000), upon the terms and conditions hereinafter set forth, and shall accrue interest thereon at the
rate of ten percent (10%) per annum.


 


		1.	Principal. The principal amount of this Note is ___Thousand ___Hundred ___Dollars
and ___Cents



 ($ 20,000 ) (the “Principal”). Said funds were loaned to or advanced and paid out by the Holder for the benefit
of the Company for Company’s operational expenses:


 








2.                       
Payment Terms & Maturity. The Company promises to pay to Holder the balance of Principal, together with accrued
and unpaid interest, if any, in One Year on May 22, 2020, unless this Note is earlier prepaid as herein provided or earlier converted
into Common Stock (as hereinafter defined) of the Company pursuant to this Note. All payments hereunder shall be made in lawful
money of the United States of America. Payment shall be credited first to the accrued interest then due and payable, and the remainder
to Principal.







    	 		 



    	 



    

 


		3.	Conversion of this Note.



 


(a)                   
At the option of Holder or Company, this Note may be converted into shares of the Company’s common stock (“Common
Stock”), fully paid and nonassessable, at the Note conversion rate of $0.005 per share of said Common Stock.


 


(b)                   
The Holder shall deliver to Company a Notice of Conversion (in the form attached hereto as Exhibit “A”) to exercise
Holder’s conversion rights hereunder.


 


(c)                   
Upon the occurrence of the event specified in Section 4(b) above, this Note shall be converted into said Common Stock; provided,
however, that the Company shall not be obligated to issue a certificate or certificates evidencing the shares of Common Stock issuable
upon such conversion of this Note (“Conversion Shares”) unless the original of this Note is delivered to the Company,
or Holder notifies the Company in writing that such original of this Note has been lost, stolen or destroyed, and Holder executes
an agreement satisfactory to the Company to, among other things, indemnify the Company from any loss incurred by the Company in
connection with such original of this Note. Upon surrender by Holder to the Company of the original of this Note at the office
of the Company, there shall be issued and delivered to Holder promptly a certificate or certificates for the applicable number
of Conversion Shares on the date on which such conversion is deemed to have occurred. Conversion calculations pursuant to this
Section shall be rounded to the nearest whole share of Common Stock, and no fractional shares shall be issuable by the Company
upon conversion of this Note.


 


(d)               
Company shall cause a treasury order to be delivered to Company’s Transfer Agent within no later than three (3) business
days after Holder’s delivery of its Notice of Conversion to Company. Any delay by Company shall result in a charge of one
percent (1%) of the total amount of the Principal and Interest stated in the Notice of Conversion, and such charge shall be paid
to Holder in lawful money or added to the conversion being exercised, at the election of Holder. Conversion of this Note shall
be deemed payment in full of this Note and this Note shall thereupon be cancelled.


 


(e)               
In no event shall either Party convert any portion of this Note in excess of that portion of this Note upon conversion of
which the sum of (1) the number of shares of Common Stock beneficially owned by Holder and its affiliates (other than shares of
Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note or the unexercised
or unconverted portion of any other security of Maker subject to a limitation on conversion or exercise analogous to the limitations
contained herein) and (2) the number of shares of common stock issuable upon the conversion of the portion of this Note with respect
to which the determination of this proviso is being made, would result in beneficial ownership by Holder and its affiliates of
more than 9.9% of the outstanding shares of common stock of the Company.


 


4.                   
No Waiver in Certain Circumstances. No course of dealing of Holder nor any failure or delay by Holder to exercise
any right, power or privilege under this Note shall operate as a waiver hereunder and any single or partial exercise of any such
right, power or privilege shall not preclude any later exercise thereof or any exercise of any other right, power or privilege
hereunder.


 


5.                   
Certain Waivers by the Company. Except as expressly provided otherwise in this Note, the Company and every endorser
or guarantor, if any, of this Note waive presentment, demand, notice, protest and all other demands and notices in connection with
the delivery, acceptance,


 




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performance, default or enforcement
of this Note, and assent to any extension or postponement of the time of payment or any other indulgence, to any substitution,
exchange or release of collateral available to Holders, if any, and to the addition or release of any other party or person primarily
or secondarily liable.


 


6.                   
Time is of the essence. This Note shall be binding upon the Company and its successors and assigns, and shall inure to be
the benefit of the Holder and its successors and assigns. This Note shall be governed by the laws of the State of California


 


IN WITNESS WHEREOF, the undersigned
have caused this Convertible Promissory Note to be executed and delivered by a duly authorized officer as of the date first above
written.


 


IMPERALIS HOLDING CORP. (“Company”)


 


 


		By:	/s/ Vincent Andreula
	 	 	Vincent Andreula, CEO




 



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EXHIBIT A


NOTICE
OF CONVERSION


 


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


 


The undersigned hereby
irrevocably elects to convert $ _______________of the principal and/or interest amount of the included Debenture into ________________Shares
of Common Stock of Imperalis Holding Corp. according to the conditions hereof, as of the date written below.


 


Date of Conversion*
_________________________________________________


Conversion Price *
___________________________________________________


AccruedInterest
_____________________________________________________


Signature __________________________________________________________


[Name]


 


Address: ___________________________________________________________


 


__________________________________________________________________


 


 


*If such conversion represents the remaining principal
balance of the Debenture, the original Debenture must accompany this notice within three Trading Days.






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