Exhibit 10.1


 


NEITHER THIS NOTE NOR THE SECURITIES INTO
WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE
SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED,
SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS
OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.


 


 


CONVERTIBLE PROMISSORY NOTE


 


	Principal Amount: $12,000.00	Issue Date: December 16, 2020

                                                                                Maturity Date: December 16, 2021



 


For good and valuable consideration, Perk International
Inc, a Nevada corporation (“Maker”), hereby makes and delivers this Promissory Note (this “Note”)
in favor of GPL Ventures LLC, or its assigns (“Holder”), and hereby agrees as follows:


 


ARTICLE I.


PRINCIPAL AND
INTEREST


 


Section 1.1 For value received, Maker
promises to pay to Holder at such place as Holder or its assigns may designate in writing, in currently available funds of the United
States, the principal Amount of Twelve Thousand Dollars ($12,000.00). Maker’s obligation under this Note shall accrue interest
at the rate of Ten percent (10.0%) per annum from the date hereof until paid in full. Interest shall be computed on the basis of
a 365-day year or 366-day year, as applicable, and actual days lapsed. Accrual of interest shall commence on the first business day to
occur after the Issue Date and continue until payment in full of the Principal Amount has been made or duly provided for.


 


Section 1.2


a. All
payments shall be applied first to interest, then to principal and shall be credited to the Maker's account on the date that such
payment is physically received by the Holder.


 


b. All principal and accrued
interest then outstanding shall be due and payable by the Maker to the Holder on or before December 16, 2021 (the “Maturity
Date”).


 


c. Maker
shall have no right to prepay all or any part of the principal under this Note.


 


d. This Note is free from
all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar
rights of shareholders of the Maker and will not impose personal liability upon the holder thereof.


 


Section 1.3 This Note is issued solely
for value received, paid by Holder to Maker by wire (“Consideration”). The Principal Amount due to Holder shall be prorated
based on the consideration actually paid by Holder to Maker, such that the Maker is only required to repay the amount of consideration
and the Maker is not required to repay any unfunded portion of this Note.


 


ARTICLE II.


CONVERSION RIGHTS; CONVERSION PRICE


 


Section 2.1Conversion. The Holder
or its assigns shall have the right, from time to time, commencing on the Issuance Date of this Note, to convert any part of the outstanding
interest or Principal Amount of this Note into fully paid and non-assessable shares of Common Stock of the Maker (the “Notice Shares”)
at the Conversion Price determined as provided herein. Promptly after delivery to Maker of a Notice of Conversion of Convertible Note
in the forms attached hereto as Exhibit 1, or any other form provided by the Holder, properly completed and duly executed by the
Holder or its assigns (a “Conversion Notice”), the Maker shall issue and deliver to or upon the order of the Holder that number
of shares of Common Stock for the that portion of this Note to be converted as shall be determined in accordance herewith.


 


No fraction of a share or scrip representing a
fraction of a share will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. The date
on which Notice of Conversion is given (the “Conversion Date”) shall be deemed to be the date on which the Holder faxes, mails
or emails the Notice of Conversion duly executed to the Maker. Certificates representing Common Stock upon conversion will be delivered
to the Holder within two (2) trading days from the date the Notice of Conversion is delivered to the Maker. Delivery of shares upon conversion
shall be made to the address specified by the Holder or its assigns in the Notice of Conversion.


 


 






    	 	1	 



     


    

 


Section 2.2. Conversion Price. Upon any
conversion of this Note, the Conversion Price shall be equal to the lesser of (a) Fifty Percent (50%) of the lowest Trading Price (defined
below) during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date (the “Variable
Conversion Price”) or (b) $0.001 (the “Fixed Conversion Price”), and the Conversion Amount shall be the amount of principal
or interest electively converted in the Conversion Notice. The total number of shares due under any conversion notice (“Notice Shares”)
will be equal to the Conversion Amount divided by the Conversion Price.


 


“Trading Price” means, for any security
as of any date, any trading price on the OTC Bulletin Board, or other applicable trading market (the “OTCBB”) as reported
by a reliable reporting service (“Reporting Service”) mutually acceptable to Maker and Holder (i.e. Bloomberg) or, if the
OTCBB is not the principal trading market for such security, the price of such security on the principal securities exchange or trading
market where such security is listed or traded. “Trading Day” shall mean any day on which the Common Stock is tradable for
any period on the OTCBB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.
The Fixed Conversion Price shall not be subject to adjustment for reverse stock splits.


 


Section 2.3.Reorganization, Reclassification,
Merger, Consolidation or Disposition of Assets. In case the Maker shall reorganize its capital, reclassify its capital stock, consolidate
or merge with or into another corporation (where the Maker is not the surviving corporation or where there is a change in or distribution
with respect to the Common Stock of the Maker), or sell, transfer or otherwise dispose of all or substantially all its property, assets
or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition
of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property
of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the
successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of Common Stock
of the Maker, then Holder shall have the right thereafter to receive, upon conversion of this Note, the number of shares of common stock
of the successor or acquiring corporation or of the Maker, if it is the surviving corporation, and Other Property receivable upon or as
a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares
of Common Stock into which this Note is convertible immediately prior to such event. In case of any such reorganization, reclassification,
merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Maker) shall expressly asAmounte
the due and punctual observance and performance of each and every covenant and condition of this Note to be performed and observed by
the Maker and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined
in good faith by resolution of the Board of Directors of the Maker) in order to provide for adjustments of the number of shares of common
stock into which this Note is convertible which shall be as nearly equivalent as practicable to the adjustments provided for in this Section
2.3(a). For purposes of this Section 2.3(a), “common stock of the successor or acquiring corporation” shall include stock
of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and
which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are
convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a
specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section
2.3(a) shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.


 


Section 2.4. Restrictions on Securities.
This Note has been issued by the Maker pursuant to the exemption from registration under the Securities Act of 1933, as amended (the “Act”).
None of this Note or the shares of Common Stock issuable upon conversion of this Note may be offered, sold or otherwise transferred unless
(i) they first shall have been registered under the Act and applicable state securities laws or (ii) the Maker shall have been furnished
with an opinion of legal counsel (in form, substance and scope reasonably acceptable to Maker) to the effect that such sale or transfer
is exempt from the registration requirements of the Act. Each certificate for shares of Common Stock issuable upon conversion of this
Note that have not been so registered and that have not been sold pursuant to an exemption that permits removal of the applicable legend,
shall bear a legend substantially in the following form, as appropriate:


 


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE
PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.


 


Upon the request of a holder of a certificate
representing any shares of Common Stock issuable upon conversion of this Note, the Maker shall remove the foregoing legend from the certificate
or issue to such Holder a new certificate free of any transfer legend, if (a) with such request, the Maker shall have received an opinion
of counsel, reasonably satisfactory to the Maker in form, substance and scope, to the effect that any such legend may be removed from
such certificate or (b)   a registration statement under the
Act covering such securities is in effect.


 


 






    	 	2	 



     


    

 


Section 2.5. Reservation of Common Stock.


 


(a) The Maker covenants that
during the period the Note is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares
to provide for the issuance of Common Stock of the Maker upon the Conversion of the Note. The Maker further covenants that its issuance
of this Note shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute
and issue the necessary certificates for shares of Common Stock of the Maker issuable upon the conversion of this Note. The Maker will
take all such reasonable action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of the OTC Bulletin Board (or such other principal market upon
which the Common Stock of the Maker may be listed or quoted).


 


(b) The Maker shall not
by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Note, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against
impairment. Without limiting the generality of the foregoing, the Maker will (a) not increase the par value of any shares of Common
Stock issuable upon the conversion of this Note above the amount payable therefor upon such conversion immediately prior to such
increase in par value, (b) take all such action as may be necessary or appropriate in order that the Maker may validly and legally
issue fully paid and nonassessable shares of Common Stock upon the conversion of this Note, and (c) use its best efforts to obtain
all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to
enable the Maker to perform its obligations under this Note.


 


(c) Upon the request of Holder, the Maker will at any time during the period this Note is outstanding acknowledge in writing, in form
reasonably satisfactory to Holder, the continuing validity of this Note and the obligations of the Maker hereunder.


 


(d) Before taking any action
which would cause an adjustment reducing the current Conversion Price below the then par value, if any, of the shares of Common Stock
issuable upon conversion of the Notes, the Maker shall take any corporate action which may be necessary in order that the Maker may validly
and legally issue fully paid and non-assessable shares of such Common Stock at such adjusted Conversion Price.


 


(e) Before taking any action which would result in an adjustment in the number of shares of Common Stock into which this Note is convertible
or in the Conversion Price, the Maker shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof.


 


(f) If at any time the Maker
does not have a sufficient number of authorized and available shares of Common Stock for issuance upon conversion of the Note, then the
Maker shall call and hold a special meeting of its stockholders within forty-five (45) days of that time for the sole purpose of increasing
the number of authorized shares of Common Stock.


 


Section 2.6. Maximum Conversion.


The Holder shall not be entitled to convert on
a Conversion Date that amount of the Notes in connection with that number of shares of Common Stock which would be in excess of the Amount
of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on Conversation Date, and (ii) the number
of shares of Common Stock issuable upon the conversion of the Notes with respect to which the determination of this provision is being
made on a Conversion Date, which would result in beneficial ownership by the Holder and its Affiliates of more than 9.99% of the outstanding
shares of Common Stock of the Company on such Conversion Date. For the purposes of the provision to the immediately preceding sentence,
beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation
13d-3 thereunder.


 


 


ARTICLE III.


REPRESENTATIONS
AND WARRANTIES


 


Section 3.1. The Holder represents and
warrants to the Maker:


 


(a) The
Holder of this Note, by acceptance hereof, agrees that this Note is being acquired for investment and that such Holder will not
offer, sell or otherwise dispose of this Note or the Common Stock issuable upon conversion hereof except under circumstances that
will not result in a violation of the Act or any application state securities laws or similar laws relating to the sale of
securities;


 


 






    	 	3	 



     


    

 


(b) That Holder understands that none of this Note or the Common Stock issuable upon conversion hereof have been registered under the
Securities Act of 1933, as amended (the “Act”), in reliance upon the exemptions from the registration provisions of the Act
and any continued reliance on such exemption is predicated on the representations of the Holder set forth herein;


 


(c) Holder (i) has adequate means of providing for his current needs and possible contingencies, (ii) has no need for liquidity in
this investment, (iii) is able to bear the substantial economic risks of an investment in this Note for an indefinite period, (iv) at
the present time, can afford a complete loss of such investment, and (v) does not have an overall commitment to investments which are
not readily marketable that is disproportionate to Holder’s net worth, and Holder’s investment in this Note will not cause
such overall commitment to become excessive;


 


(d) Holder is an “accredited investor” (as defined in Regulation D promulgated under the Act) and the Holder’s
total investment in this Note does not exceed 10% of the Holder’s net worth; and


 


(e) Holder recognizes that an investment in the Maker involves significant risks and only investors who can afford the loss of their
entire investment should consider investing in the Maker and this Note.


 


Section 3.2 The Maker represents and warrants
to Holder:


 


(a) Organization and Qualification. The Maker and each of its Subsidiaries (as defined below), if any, is a corporation duly
organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority
(corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used,
operated and conducted. The Maker and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good
standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification
necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse
Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Maker or
its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered
into in connection herewith. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated,
in which the Maker owns, directly or indirectly, any equity or other ownership interest.


 


(b)
Authorization; Enforcement. (i) The Maker has all requisite corporate power and authority to enter into and perform this
Note and to consummate the transactions contemplated hereby and thereby and to issue the Common Stock, in accordance with the terms hereof,
(ii) the execution and delivery of this Note by the Maker and the consummation by it of the transactions contemplated hereby and thereby
(including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Common Stock issuable upon
conversion or exercise hereof) have been duly authorized by the Maker’s Board of Directors and no further consent or authorization
of the Maker, its Board of Directors, or its shareholders is required, (iii) this Note has been duly executed and delivered by the Maker
by its authorized representative, and such authorized representative is the true and official representative with authority to sign this
Note and the other documents executed in connection herewith and bind the Maker accordingly, and (iv) this Note constitutes, a legal,
valid and binding obligation of the Maker enforceable against the Maker in accordance with its terms.


 


(c) Issuance of Shares.
The Notice Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms,
will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue
thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Maker and will not impose personal
liability upon the holder thereof.


 


(d) Acknowledgment of Dilution.
The Maker understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Notice Shares upon
conversion of this Note. The Maker further acknowledges that its obligation to issue Notice Shares upon conversion of this Note is absolute
and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the
Maker.


 


(e) Acknowledgement of Current Financial Statements. The Maker acknowledges that during the existence of this Note, it will
not be late or delinquent in filing its financial statements with the requisite reporting bodies.


 


 






    	 	4	 



     


    

 


ARTICLE IV.


EVENTS OF DEFAULT


 


Section 4.1.Default. The following
events shall be defaults under this Note: (“Events of Default”):


 


(a) default in the due
and punctual payment of all or any part of any payment of interest or the Principal Amount as and when such amount or such part thereof
shall become due and payable hereunder; or


 


(b) failure on the part of the Maker duly to observe or perform in all material respects any of the covenants or agreements on the
part of the Maker contained herein (other than those covered by clause (a) above) for a period of 5 business days after the date on which
written notice specifying such failure, stating that such notice is a “Notice of Default” hereunder and demanding that the
Maker remedy the same, shall have been given by the Holder by registered or certified mail, return receipt requested, to the Maker; or


 


(c) any representation, warranty or statement of fact made by the Maker herein when made or deemed to have been made, false or misleading
in any material respect; provided, however, that such failure shall not result in an Event of Default to the extent it is
corrected by the Maker within a period of 5 business days after the date on which written notice specifying such failure, stating that
such notice is a “Notice of Default” hereunder and demanding that the Maker remedy same, shall have been given by the Holder
by registered or certified mail, return receipt requested; or


 


(d) any of the following actions by the Maker pursuant to or within the meaning title 11, U.S. Code or any similar federal or state
law for the relief of debtors (collectively, the “Bankruptcy Law”): (A) commencement of a voluntary case or proceeding, (B)
consent to the entry of an order for relief against it in an involuntary case or proceeding, (C) consents to the appointment of a receiver,
trustee, assignee, liquidator or similar official under any Bankruptcy Law (each, a “Custodian”), of it or for all or substantially
all of its property, (D) a general


assignment for the benefit of its creditors, or
(E) admission in writing its inability to pay its debts as the same become due; or


 


(e) entry by a court of
competent jurisdiction of an order or decree under any Bankruptcy Law that: (A) is for relief against the Maker in an involuntary
case, (B) appoints a Custodian of the Maker or for all or substantially all of the property of the Maker, or (C) orders the
liquidation of the Maker, and such order or decree remains unstayed and in effect for 60 days.


 


Section 4.2. Remedies Upon Default.
Upon the occurrence of an event of default by Maker under this Note or at any time before default when the Holder reasonably feels insecure,
then, in addition to all other rights and remedies at law or in equity, Holder may exercise any one or more of the following rights and
remedies:


 


a. Accelerate the time for payment of all amounts payable under this Note by written notice thereof to Maker, whereupon all such amounts
shall be immediately due and payable.


 


b. Pursue any other rights
or remedies available to Holder at law or in equity.


 


c.
The Holder shall receive Liquidated Damages of $500 per day per Event of Default the Maker is in Default pursuant to this
Note.


 


Section 4.3. Payment of Costs. The
Maker shall reimburse the Holder, on demand, for any and all reasonable costs and expenses, including reasonable attorneys’ fees
and disbursement and court costs, incurred by the Holder in collecting or otherwise enforcing this Note or in attempting to collect or
enforce this Note.


 


Section 4.4. Powers and Remedies Cumulative;
Delay or Omission Not Waiver of Default. No right or remedy herein conferred upon or reserved to the Holder is intended to be exclusive
of any other right or remedy available to Holder under applicable law, and every such right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity
or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy. No delay or omission of the Holder to exercise any right or power accruing upon any
Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Default
or an acquiescence therein; and every power and remedy given by this Note or by law may be exercised from time to time, and as often as
shall be deemed expedient, by the Holder.


 


 






    	 	5	 



     


    

 


Section 4.5. Waiver of Past Defaults.
The Holder may waive any past default or Event of Default hereunder and its consequences but no such waiver shall extend to any subsequent
or other default or Event of Default or impair any right consequent thereon.


 


Section 4.6. Waiver of Presentment etc.
The Maker hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance,
performance and enforcement of this Note, except as specifically provided herein.


 


ARTICLE V.


MISCELLANEOUS


 


Section 5.1. Notices. Any notice
herein required or permitted to be given shall be in writing and may be personally served or delivered by courier or sent by United States
mail and shall be deemed to have been given upon receipt if personally served (which shall include telephone line facsimile transmission)
or sent by courier or three (3) days after being deposited in the United States mail, certified, with postage pre-paid and properly addressed,
if sent by mail. For the purposes hereof, the address of the Holder shall be One Penn Plaza, Suite 6196, New York, NY 10119; and the address
of the Maker shall be 2375 East Camelback Rd., Ste 600, Phoenix, AZ 85016. Both the Holder or its assigns and the Maker may change the
address for service by delivery of written notice to the other as herein provided.


 


Section 5.2. Amendment. This Note
and any provision hereof may be amended only by an instrument in writing signed by the Maker and the Holder.


 


Section 5.3. Assignability. This
Note shall be binding upon the Maker and its successors and assigns and shall inure to be the benefit of the Holder and its successors
and assigns; provided, however, that so long as no Event of Default has occurred, this Note shall only be transferable in whole subject
to the restrictions contained in the restrictive legend on the first page of this Note.


 


Section 5.4. Governing Law. This
Note shall be governed by the internal laws of the State of New York, without regard to conflicts of laws principles.


 


Section 5.5. Replacement of Note.
The Maker covenants that upon receipt by the Maker of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation
of this Note, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which shall not include
the posting of any bond), and upon surrender and cancellation of such Note, if mutilated, the Maker will make and deliver a new Note of
like tenor.


 


Section 5.6. This Note shall not entitle
the Holder to any of the rights of a stockholder of the Maker, including without limitation, the right to vote, to receive dividends and
other distributions, or to receive any notice of, or to attend, meetings of stockholder or any other proceedings of the Maker, unless
and to the extent converted into shares of Common Stock in accordance with the terms hereof.


 


Section 5.7. Severability. In case
any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable,
such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity
and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.


 


Section 5.8. Headings. The headings
of the sections of this Note are inserted for convenience only and do not affect the meaning of such section.


 


Section 5.9. Counterparts. This Note may be executed
in multiple counterparts, each of which shall be an original, but all of which shall be deemed to constitute one instrument.


 


 


 


 


 


[Signature Page to Follow]


 






    	 	6	 



     


    

 


IN WITNESS WHEREOF, with the intent to be legally
bound hereby, the Maker as executed this Note as of the date first written above.


 


IPerk International Inc


 


 





/s/ Nelson Grist


 






By: Nelson Grist


Its: CEO


 


 


Acknowledged and Agreed:


 


GPL Ventures LLC.


 


 





 



By: Alexander Dillon


Its: Partner


 


 






    	 	7	 



     


    

 


 


EXHIBIT 1


 


CONVERSION NOTICE


 


 



 





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


 


TO:


 


 


The undersigned hereby irrevocably elects to
convert US$ _________ of the Principal Amount of the above Note into Shares of Common Stock of Perk
International Inc, according to the conditions stated therein, as of the Conversion Date written below. If shares 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 Maker in accordance therewith. No fee will
be charged to the Holder for any conversion, except for such transfer taxes, if any.


 


Conversion Date: __________________________


 


Applicable Conversion Price: $ ________________


 


 


Signature: ________________________________


 


Name: ___________________________________


 


Address: _________________________________


 


________________________________________ 





 


 


Tax I.D. or Soc. Sec. No: ______________________


 


Principal Amount to be converted:


US$ ________________________________


 


Amount of Note unconverted:


US$ ________________________________


 


Number of shares of Common Stock to be issued: ____________________________


 


 


 









    	 	8	 



     


    







 


Insert Checks / Proof of Wire Here


 


 


 


 






    	 	9	 



     


    




 


CORPORATE RESOLUTION OF THE


BOARD OF DIRECTORS OF PERK INTERNATIONAL INC


 


We, the undersigned, do hereby certify that at
a meeting of the Board of Directors of Perk International Inc, a Nevada corporation organized under the laws of the State of Nevada (the
“Corporation”), duly held on December 16, 2020 at the offices of the Corporation, which said meeting no less than two directors
were present and voting throughout, the following resolution, upon motions made, seconded and carried, was duly adopted and is now in
full force and effect:


 


WHEREAS, the Board of Directors of the Corporation
deem it in the best interests of the Corporation to enter into the Convertible Promissory Note dated December 16, 2020 (the “Note”),
in the aggregate principal amounts of (the “Note”), convertible into shares of common stock, par value $0.0001 per share,
of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note,
along with an irrevocable letter agreement with VStock Transfer LLC the Corporation’s transfer agent, with respect to the reserve
of shares of common stock of the Corporation to be issued upon any conversion of the Note; the issuance of such shares of common stock
in connection with a conversion of the Note; and the indemnification of VStock Transfer LLC for all loss, liability, or expense in carrying
out the authority and direction contained in the irrevocable letter agreement (the “Letter Agreement”);


 


NOW, THEREFORE, BE IT:


 


RESOLVED, that the Corporation is hereby
authorized to enter into the Agreement, the Note and the Letter Agreement which provides in pertinent part: (i) reserve shares of common
stock of the Corporation to be issued upon any conversion of the Note; (ii) issue such shares of common stock in connection with a conversion
of the Note (issuance upon receipt of a notice of conversion of the holder of the Note) without any further action or confirmation by
the Corporation; (iii) hereby authorizes the issuance of such number of shares as will be necessary to fully convert the note under its
terms, including issuances subsequent to the initial conversion and/or those due under Section 2.2 of the Note, and any such shares shall
be considered fully paid and non-assessable at the time of their issuance and (iv) the Corporation indemnifies VStock Transfer LLC, liability,
or expense in carrying out the authority and direction contained in the Letter Agreement:


 


RESOLVED, that any executive officer of
the Corporation be, and hereby is, authorized, empowered and directed, from time to time, to take such additional action and to execute,
certify and deliver to the transfer agent of the Corporation, as any appropriate or proper to implement the provisions of the foregoing
resolutions:


 


The undersigned, do hereby certify that we are
members of the Board of Directors of the Corporation; that the attached is a true and correct copy of resolutions duly adopted and ratified
at a meeting of the Board of Directors of the Corporation duly convened and held in accordance with its by- laws and the laws of the State
of Nevada, as transcribed by us from the minutes; and that the same have not in any way been modified, repealed or rescinded and are in
full force and effect.


 


IN WITNESS WHEREOF, We have hereunto set our hands
as CEO and Members of the Board of Directors of the Corporation.


 


Dated: 12/30/20


Members of the Board:


Nelson Grist     /s/ Nelson Grist


 


President & CEO


 






Title:


 


 


 



Title:


 


 





 



Title:


 


 





 



Title:


 


 






    	 	10	 



     


    

 


VStock Transfer LLC


Attention: Transfer Department


18 Lafayette Place


Woodmere, NY 11598


 


December 16, 2020


 


Ladies and Gentlemen:


 


Perk International Inc, a
Nevada corporation (the "Company") and GPL Ventures LLC (the "Investor") have entered into a Securities
Purchase Agreement (the "Agreement") dated as December 16, 2020, providing for the issuance of the Convertible Promissory Notes
in the principal amount of $12,000.00 (the "Notes").


 


A copy of the Notes is attached
hereto. You should familiarize yourself with your issuance and delivery obligations, as Transfer Agent, contained therein. The shares
to be issued are to be registered in the names of the registered holder of the securities submitted for conversion or exercise.


 


You are hereby irrevocably
authorized and instructed to reserve a sufficient number of shares of common stock (“Common Stock”) of the Company (initially,
22,000,000 shares of Common Stock for the subject Notes) for issuance upon full conversion of the convertible promissory notes referenced
herein in accordance with the terms thereof.


 


The ability to convert the
Notes in a timely manner is a material obligation of the Company pursuant to the Agreement and the Notes. Your firm is hereby irrevocably
authorized and instructed to issue shares of Common Stock of the Company (without any restrictive legend) to the Investor without any
further action or confirmation by the Company by either (i) electronically by crediting the account of a Prime Broker with the Depository
Trust Company through its Deposit Withdrawal Agent Commission system, provided that the Company has been made FAST/DRS eligible by DTCC
(DWAC), or (ii) in certificated form without any legend which would restrict the transfer of the shares, and you should remove all stop-transfer
instructions relating to such shares: (A) upon your receipt from the Investor dated within 90 days from the date of the issuance or transfer
request, of: (i) a notice of conversion ("Conversion Notice") executed by the Investor; and (ii) an opinion of counsel of the
Investor, in form, substance and scope customary for opinions of counsel in comparable transactions (and satisfactory to the transfer
agent), to the effect that the shares of Common Stock of the Company issued to the Investor pursuant to the Conversion Notice are not
"restricted securities" as defined in Rule 144 and should be issued to the Investor without any restrictive legend; and (B)
the number of shares to be issued is less than 9.99% of the total issued common stock of the Company.


 


The Company hereby requests
that your firm act immediately, without delay and without the need for any action or confirmation by the Company with respect to the issuance
of Common Stock pursuant to any Conversion Notices received from the Investor. Additionally, the Company hereby requests that upon the
Investor’s request, your firm provide them with the share structure of the Company, including issued and outstanding, authorized,
and public float.


 


The Investor and the Company
understands that VStock Transfer LLC shall not be required to perform any issuances or transfers of shares if (a) the Company or request
violates, or be in violation of, any terms of the Transfer Agent Agreement, (b) such an issuance or transfer of shares be in violation
of any state or federal securities laws or regulation or (c) the issuance or transfer of shares be prohibited or stopped as required
or directed by a court order


 


The Company shall indemnify
you and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless from and against any
and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys) incurred by or asserted
against you or any of them arising out of or in connection the instructions set forth herein, the performance of your duties hereunder
and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves against any claim or liability hereunder,
except that the Company shall not be liable hereunder as to matters in respect of which it is determined that you have acted with gross
negligence or in bad faith. You shall have no liability to the Company in respect to any action taken or any failure to act in respect
of this if such action was taken or omitted to be taken in good faith, and you shall be entitled to rely in this regard on the advice
of counsel.


 


The Board of Directors of
the Company has approved the foregoing irrevocable instructions and does hereby extend the Company’s irrevocable agreement to indemnify
your firm for all loss, liability or expense in carrying out the authority and direction herein contained on the terms herein set forth.


 


 






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The Company agrees that in
the event that the Transfer Agent resigns as the Company’s transfer agent, the Company shall engage a suitable replacement transfer
agent that will agree to serve as transfer agent for the Company and be bound by the terms and conditions of these Irrevocable Instructions
within five (5) business days. The Investor and the Company agree that the Transfer Agent shall not be required to perform any issuances
or transfers of shares as of the date of the termination of the transfer agreement. The Company may not terminate the Transfer Agent as
the Company’s Transfer Agent without express written consent of the Investor.


 


The Investor is intended
to be and are third party beneficiaries hereof, and no amendment or modification to the instructions set forth herein may be made without
the consent of the Investor.


 


Very truly yours,


Perk International
Inc


 


/s/ Nelson Grist


 






Nelson Grist


CEO


 


Acknowledged and Agreed:


GPL Ventures LLC


By: /s/ Cosmin Panait


 



Name: Cosmin Panait


Title: Managing Member


 


Acknowledged and Agreed:


VStock Transfer LLC


By:


 






 Name:


Title:


 


 






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