Exhibit 10.1


 


NEITHER THIS SECURITY NOR THE
SECURITIES INTO WHICH THIS SECURITY 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


 


Original Issue Date: April 23, 2021


 


$ 400,000


 


CONVERTIBLE
PROMISSORY NOTE


 


THIS CONVERTIBLE PROMISSORY
NOTE is a duly authorized and validly issued Promissory Note (this “Note”) of ALTAIR INTERNATIONAL CORP., a Nevada
corporation, (the “Company”), having its principal place of business at 322 North Shore Drive, Building 1B Pittsburgh,
PA 15212.


 


FOR
VALUE RECEIVED, the Company promises to pay to EROP Enterprises, LLC or its registered assigns (the “Holder”), the
principal sum of Four Hundred Thousand Dollars (US$400,000.00), on the twelve month anniversary
of the Original Issue Date (the “Maturity Date”), and to pay interest to the Holder on the aggregate unconverted and
then outstanding principal amount of this Note in accordance with the provisions hereof; provided, that this Note shall be redeemed as
set forth herein and may be converted prior to repayment or redemption as set forth herein. 


 


This Note is subject to the
following additional provisions:


 


Section 1.Definitions.
For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms not otherwise defined herein shall
have the meanings set forth in the Subscription Agreement and (b) as set forth on Schedule 2 hereto, the terms of which are incorporated
by reference herein.


 


Section 2.Interest and Prepayment.


 


a)                  
Payment of Interest. The Company shall pay interest to the Holder on the aggregate unconverted and then outstanding principal amount
of this Note at the rate of 8% per annum, of which six (6) months shall be guaranteed, subject to the terms hereof. Interest shall be
calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing on the Original
Issue Date until payment in full of the outstanding principal, together with all accrued and unpaid interest, liquidated damages and other
amounts which may become due hereunder, has been made. Interest hereunder will be paid to the Person in whose name this Note is registered
on the records of the Company regarding registration and transfers of this Note (the “Note Register”). All overdue
accrued and unpaid interest to be paid hereunder shall entail a late fee at an interest rate equal to the lesser of 18% per annum or the
maximum rate permitted by applicable law (the “Late Fees”) which shall accrue daily from the date such interest is
due hereunder through and including the date of actual payment in full.


 


 






     

     

    

 


b)                 
Redemption and Prepayment. At any time before the Maturity Date or conversion of this Note in full, and upon ten (10) days written
notice to the Holder, the Company may prepay any portion of the principal amount of this Note and any accrued and unpaid interest, multiplied
by 125%. The Note shall also be redeemed in full by the payment of the principal amount and any accrued and unpaid interest, multiplied
by 125%, upon (i) a Change of Control Transaction or the Company shall agree to sell or dispose of all or in excess of 33% of its assets
in one transaction or a series of related transactions (whether or not such sale would constitute a Change of Control Transaction) or
(ii) at the Maturity Date.


 


Section 3.Registration
of Transfers and Exchanges.


 


This Note is exchangeable for
an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same.
No service charge will be payable for such registration of transfer or exchange. This Note has been issued subject to certain investment
representations of the original Holder set forth in the Subscription Agreement and may be transferred or exchanged only in compliance
with the Subscription Agreement and applicable federal and state securities laws and regulations. Prior to due presentment for transfer
to the Company of this Note, the Company and any agent of the Company may treat the Person in whose name this Note is duly registered
on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or
not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.


 


Section 4.Conversion.


 


a)                  
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible,
in whole or in part, into shares of the Company’s Common Stock at the option of the Holder (the “Conversion Shares”),
subject to mechanics of conversion and adjustment provisions set forth in Schedule 3 hereof, the terms of which are incorporated
by reference herein. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached
hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to
be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion
Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered
hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization)
of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender
this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted.
Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable
conversion. The Holder and the Company shall maintain the Note Schedule attached hereto as Schedule 1 showing the principal amount(s)
converted and the date of such conversion(s), a copy of which shall be certified by the Company and promptly provided to Holder after
each amendment thereto. The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such
Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in
the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the
provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note
may be less than the amount stated on the face hereof. Notwithstanding any provision in this Note to the contrary, the Company will not
be required to effect any conversion of this Note to the extent any such conversion would result in the Company effecting aggregate conversions
of principal and accrued interest on this Note in an amount greater than the Note Balance. 


 






     

     

    

 


b)                 
Conversion Price. The conversion price in effect on any Conversion Date shall be the lesser of (i) $ .25 or 80% of the lowest closing
bid over the prior five trading days prior to conversion (the “Conversion Price”). All such determinations will be
appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately
decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a Holder’s right to pursue actual
damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available
to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. 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.


 


Section 5.Events of Default.


 


a)                
 “Event of Default” means, wherever used herein, any of the following events (whatever the reason for such event and
whether such event 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 (A) the principal amount of the Note or (B) interest, liquidated damages and other amounts owing
to a Holder on any Note, as and when the same shall become due and payable (whether on a Amortization Payment Date, Conversion Date or
a Maturity Date or by acceleration or otherwise) which default which default, solely in the case of an interest payment or other default
under clause (B) above, is not cured within 3 Trading Days;


 


ii.                    
 the Company shall fail to observe or perform any other covenant or agreement contained in this Note (other than a breach by the
Company of its obligations to deliver shares of Common Stock to the Holder upon conversion, which breach is addressed in clause (xi) below)
which failure is not cured, if possible to cure, within the earlier to occur of (A) 5 Trading Days after notice of such failure sent by
the Holder or by any other Holder to the Company and (B) 10 Trading Days after the Company has become or should have become aware of such
failure;


 


iii.                  
 a default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument)
shall occur under (A) any of the Transaction Documents or (B) any other material agreement, lease, document or instrument to which the
Company or any Subsidiary is obligated (and not covered by clause (vi) below);


 


iv.                   
 any representation or warranty made in this Note, any other Transaction Documents, any written statement pursuant hereto or thereto
or any other report, financial statement or certificate made or delivered to the Holder or any other Holder shall be untrue or incorrect
in any material respect as of the date when made or deemed made;


 


v.                     
 the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) shall be subject to a Bankruptcy
Event;


 


vi.                   
 the Common Stock shall not be eligible for listing or quotation for trading on a Trading Market and shall not be eligible to resume
listing or quotation for trading thereon within five Trading Days or the transfer of shares of Common Stock through the Depository Trust
Company System is no longer available or “chilled”;


 


vii.                 
 the Company shall fail for any reason to deliver certificates to a Holder prior to the third Trading Day after a Conversion Date
pursuant to Section 4(c) or the Company shall provide at any time notice to the Holder, including by way of public announcement, of the
Company’s intention to not honor requests for conversions of any Notes in accordance with the terms hereof;


 






     

     

    

 


viii.               
 the Company fails to file with the Commission any required reports under Section 13 or 15(d) of the Exchange Act such that it
is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable);


 


ix.                   
 if the Company or any Significant Subsidiary shall: (i) apply for or consent to the appointment of a receiver, trustee, custodian
or liquidator of it or any of its properties, (ii) admit in writing its inability to pay its debts as they mature, (iii) make a general
assignment for the benefit of creditors, (iv) be adjudicated bankrupt or insolvent or be the subject of an order for relief under Title
11 of the United States Code or any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute
of any other jurisdiction or foreign country, or (v) file a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization
or an arrangement with creditors or to take advantage or any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution
or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under
any such law, or (vi) take or permit to be taken any action in furtherance of or for the purpose of effecting any of the foregoing;


 


x.                     
 the Company shall fail to maintain sufficient reserved shares pursuant to Section 4.10 of the Subscription Agreement; or


 


b)               
 Remedies Upon Event of Default. If any Event of Default occurs, then the outstanding principal amount of this Note, plus
accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become,
at the Holder’s election by notice in writing to Company, immediately due and payable in cash at the Mandatory Default Amount. After
the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue
at an interest rate equal to the lesser of 2% per month (24% per annum) or the maximum rate permitted under applicable law. Upon the payment
in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. In connection
with such acceleration described herein, the Holder need not provide, and the Company 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 acceleration may be rescinded and annulled by
Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as
the Holder receives full payment pursuant to this Section 6(b). No such rescission or annulment shall affect any subsequent Event of Default
or impair any right consequent thereon.


 


Section 6. Miscellaneous.


 


a)                
Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation,
any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier
service, addressed to the Company. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall
be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder
at the facsimile number or address of the Holder or such other address as the Holder may specify for such purposes by notice to the Company.
Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior
to 12:00 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day
or later than 12:00 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent
by U.S. nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be
given.


 






     

     

    

 


b)               
Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this
Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the Company.
 


 


c)                
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed
by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflict
of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions
contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers,
shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the State of Nevada (the “Nevada
Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Nevada Courts for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect
to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of such Nevada, or such Nevada Courts are improper or inconvenient
venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law,
any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby.
If any party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing party in such action or
proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred in the investigation,
preparation and prosecution of such action or proceeding.


 


d)               
Waiver. Any waiver by the Company or the Holder of a breach of any provision of this Note 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 Note. The failure of the Company
or the Holder to insist upon strict adherence to any term of this Note 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 Note on any other occasion.
Any waiver by the Company or the Holder must be in writing.


 


e)                
Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note 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 violates the applicable law governing usury, the
applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable
law. The Company 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
Company from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at
any time hereafter in force, or which may affect the covenants or the performance of this Note, and the Company (to the extent it may
lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such
law, hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every
such as though no such law has been enacted.


 






     

     

    

 


f)                
Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief.  The remedies provided in this Note shall
be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in
equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s
right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note.  The Company
covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts
set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts
to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or
the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the
Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach
or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any such
breach or any such threatened breach, without the necessity of showing economic loss and without any bond or other security being required.
The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm
the Company’s compliance with the terms and conditions of this Note.


 


IN WITNESS WHEREOF, the Company
has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.


 


	Altair International Corp.
	 	 	 
	 	 	 
	By:	 	 
	 	Name: Leonard Lovallo	 
	 	Title: CEO	 


  


 


$ 400,000 Convertible Note


EROP Enterprises, LLC


April 23, 2021


 




     

     

    


 


EXHIBIT A


  


NOTICE OF CONVERSION


 


The undersigned hereby elects
to convert principal under the Original Issue Discount Convertible Promissory Note of ALTAIR INTERNATIONAL CORP., a Nevada corporation
(the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the
conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned,
the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as
reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such
transfer taxes, if any.


 


By the delivery of this Notice
of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts
specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the Exchange Act.


 


The undersigned agrees to
comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid
shares of Common Stock.


 


Conversion calculations:


 


	 	Date to Effect Conversion:
	 	 
	 	Principal Amount of Note to be Converted:
	 	 
	 	Payment of Interest in Common Stock __ yes __ no
	 	If yes, $_____ of Interest Accrued on Account of Conversion at Issue.
	 	 
	 	Number of shares of Common Stock to be issued:
	 	 
	 	 
	 	Signature:
	 	 
	 	Name:
	 	 
	 	DWAC Instructions:
	 	 
	 	Broker No:___________
	 	Account No: _________




 



     

     

    




SCHEDULE 1


 


NOTE REDEMPTION/CONVERSION SCHEDULE


 


This Convertible Note in the principal amount
of $400,000 is issued by ALTAIR INTERNATIONAL CORP., a Nevada corporation. This Redemption/Conversion Schedule reflects the periodic redemption
and/or conversion of principal made pursuant to the above referenced Note. This Schedule shall be amended from time to time by the Company
upon the periodic redemption and/or conversion of principal and a copy hereof delivered to the Buyer.


 


Dated:


  


	 Date of Redemption or Conversion	 Amount of Redemption or Conversion	 Aggregate Principal Amount Outstanding Subsequent to Redemption or Conversion	
     Company Attest

    (Signature of Officer)

	
     

     
	 	 	 
	
      

     
	 	 	 
	
     

     
	 	 	 
	
     

     
	 	 	 
	
     

     
	 	 	 
	
     

     
	 	 	 



 


  


 




     

     

    


 


SCHEDULE 2


DEFINITIONS 


 


“Bankruptcy Event”
means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation
S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Significant Subsidiary thereof,
(b) there is commenced against the Company or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within
60 days after commencement, (c) the Company or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of
relief or other order approving any such case or proceeding is entered, (d) the Company or any Significant Subsidiary thereof makes a
general assignment for the benefit of creditors.


 


“Equity Conditions”
means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled to occur or occurring
by virtue of one or more Notices of Conversion of the Holder, if any, (b) the Company shall have paid all liquidated damages and other
amounts owing to the Holder in respect of this Note, (c)(i) there is an effective registration statement pursuant to which the Holder
is permitted to utilize the prospectus thereunder to resell all of the shares of Common Stock issuable pursuant to the Transaction Documents
(and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) or (ii) all
of the Conversion Shares issuable pursuant to the Transaction Documents (and shares issuable in lieu of cash payments of interest) may
be resold pursuant to Rule 144 without volume or manner-of-sale restrictions as determined by the counsel to the Company as set forth
in a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the Holder, (d) the Common Stock is trading
on a Trading Market and all of the shares issuable pursuant to the Transaction Documents are listed or quoted for trading on such Trading
Market (and the Company believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for
the foreseeable future), (e) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for
the issuance of all of the shares then issuable pursuant to the Transaction Documents, (f) there is no existing Event of Default and no
existing event which, with the passage of time or the giving of notice, would constitute an Event of Default, (g) (h) there has been no
public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated.


 


“Mandatory Default
Amount” means the payment of 150% of the outstanding principal amount of this Note and accrued and unpaid interest hereon, in
addition to the payment of all other amounts, costs, expenses and liquidated damages due in respect of this Note.


 


“Note Balance”
means the sum of the cash payments paid by the Holder to the Company in accordance with the Subscription Agreement and this Note, plus
any original issue discount, accrued and/or guaranteed interest, and any other amounts incurred by the Company to the Holder in respect
of such cash payments,


 


“Original Issue Date”
means the date of the first issuance of the Note, regardless of any transfers of any Note and regardless of the number of instruments
which may be issued to evidence such Note.


 


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


 




     

     

    


 


SCHEDULE 3


MECHANICS OF CONVERSION AND ADJUSTMENTS 


 


		a.	Mechanics of Conversion



 


i.                      
Conversion Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion hereunder
shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note, together with unpaid interest,
to be converted by (y) the Conversion Price.


 


ii.                    
Delivery of Certificate Upon Conversion. Not later than three (3) Trading Days after each Conversion Date (the “Share
Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder (A) a certificate or certificates representing
the Conversion Shares which, on or after the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need
for current public information and the Company has received an opinion of counsel to such effect reasonably acceptable to the Company
(which opinion the Company will be responsible for obtaining) shall be free of restrictive legends and trading restrictions (other than
those which may then be required by the Subscription Agreement) representing the number of Conversion Shares being acquired upon the conversion
of this Note, and (B) a payment in the amount of accrued and unpaid interest (if the Company has elected or is required to pay accrued
interest in cash). All certificate or certificates required to be delivered by the Company under this Section 4(d) shall be delivered
electronically through the Depository Trust Company or another established clearing corporation performing similar functions. If the Conversion
Date is prior to the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information
the Conversion Shares shall bear a restrictive legend in substantially the following form, as appropriate:


 


iii.                  
Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered
to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the
Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company
shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the
Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.


 


iv.                   
Obligation Absolute; Partial Liquidated Damages. The Company’s obligations to issue and deliver the Conversion Shares upon
conversion of this Note in accordance with the terms hereof are absolute and unconditional, (but subject to Section 4(a) of the Note)),
irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof,
the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or
alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of such Conversion Shares (but subject to Section 4(a) of the
Note); provided, however, that such delivery shall not operate as a waiver by the Company of any such action the Company
may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount
hereof, the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has
been engaged in any violation of law, agreement or for any other reason (except as otherwise provided in the Transaction Documents), unless
an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought
and obtained, and the Company posts a surety bond for the benefit of the Holder which bond shall remain in effect until the completion
of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains
judgment. In the absence of such injunction, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed
conversion. If the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to this Exhibit 4 by
the Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of
principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after
such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or
Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default
pursuant to Section 6 of the Note for the Company’s failure to deliver Conversion Shares within the period specified herein and
the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a
decree of specific performance and/or injunctive relief. 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. Nothing herein shall limit any party’s offset rights
as set forth in Section 8 of the Note.


 






     

     

    

 


v.                     
Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out
of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the Required Minimum
for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from
preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Notes).
The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued,
fully paid and nonassessable.


 


vi.                   
Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made
without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery
of such certificates, provided that, the Company 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 this Note so converted
and the Company 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 Company the amount of such tax or shall have established to the satisfaction of the Company that such tax
has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.


 


		b.	Certain Adjustments.



 


i.                      
Stock Dividends and Stock Splits. If the Company, at any time while the Note is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which,
for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest
on, the Notes), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of
a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification
of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction
of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately
before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately 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 reclassification.


 


ii.                    
Subsequent Equity Sales. If, at any time while this Note is outstanding, the Company or any Subsidiary, as applicable, sells or
grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant
or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of
Common Stock at an effective price per share that is lower than the then Conversion Price (such lower price, the “Base Conversion
Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common
Stock Equivalents 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 are issued in connection with such issuance,
be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall
be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall
be reduced to equal the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are
issued. Notwithstanding the foregoing, no adjustment will be made under this subsection in respect of an Exempt Issuance. The proposed
SEDA (equity credit line) that the company is planning to pursue is deemed an exempt issuance and the commitment shares and the equity
drawdowns contemplated in that agreement will not result in an adjustment to the Base Conversion Price of this note. The Company shall
notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject
to this subsection, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and
other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the
Company provides a Dilutive Issuance Notice pursuant to this subsection, upon the occurrence of any Dilutive Issuance, the Holder will
be entitled to receive a number of Conversion Shares based upon the Base Conversion Price on or after the date of such Dilutive Issuance,
regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.


 


 


iii.                  
Fundamental Transaction. If, at any time while this Note is outstanding, (i) the Company, directly or indirectly, in one or more
related transactions effects any merger or consolidation of the Company with or into another entity, (ii) the Company, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one
or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company
or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other
securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly
or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock
or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash
or property, (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share Subscription Agreement
or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with
another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of
Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or
party to, such stock or share Subscription Agreement or other business combination) (each a “Fundamental Transaction”),
then, upon any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have
been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation
in Section 4(e) on the conversion of this Note), the number of shares of Common Stock of the successor or acquiring corporation or of
the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable
as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Note is convertible immediately
prior to such Fundamental Transaction (without regard to any limitation in Section 4(d) on the conversion of this Note).