Exhibit 10.2


 





FORM OF CONVERTIBLE PROMISSORY NOTE 


 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS DOCUMENT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER AND
REASONABLY APPROVED BY THE COMPANY), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II)
UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. 


 


SENIOR
SECURED CONVERTIBLE PROMISSORY NOTE 


November
, 2020


		$	



Note
No. 1 


 


FOR
VALUE RECEIVED, Thumzup Media Corporation, a Nevada corporation (“Borrower” or the “Company”),
hereby promises to pay to the order of [ ]., [ ] having an address set forth in the NPA (as defined below), or its successors
or assigns (the “Holder”), the principal amount of ____ Thousand and 00/100 United States Dollars ($ ,000.00)
on or before November , 2021 (the “Maturity Date”), and to pay interest on the unpaid principal balance
hereof at the rate of eight percent (8%) per annum (the “Applicable Rate”) commencing as of the date the proceeds
hereunder are funded to the Company (the “Funding Date”), in accordance with the terms hereof. This Senior
Secured Convertible Promissory Note is one of several identical notes amounting in the aggregate to $200,000 as set forth in the
NPA (this note, and all modifications, extensions, future advances, supplements, and renewals thereof, and any substitutions therefor,
hereinafter referred to as the “Note”, and collectively with other notes, the “Notes”) shall
be payable in accordance with the terms set forth below. This Note is the “Senior Note” referenced in that certain
Note Purchase and Security Agreement executed on the date hereof by and between the Company and the Holder (the “NPA”).
This Note is subject to the terms and conditions contained in the NPA. (Any term not defined herein shall have the meaning set
forth in the NPA.) This Note together with the other Notes shall be a senior obligation of the Borrower with priority over all
future Indebtedness (as defined below) of the Company as provided for herein.


 


		1.	Payments
                                         of Principal and Interest.



(a)              
Payment of Principal. The principal amount of this Note shall be paid to the Holder on or prior to the Maturity Date.


(b)              
Payment of Interest. Interest on the unpaid principal balance of this Note shall be paid quarterly through the Maturity
Date in cash or in shares of common stock. If interest in paid in the shares of common stock of the Company, the number of shares
shall be determined based on $0.11 price per share rounded up to the next whole share. By way of example, if the amount of interest
due is $1,000, than the Company shall deliver to the Buyer 9,091 shares of common stock ($1,000/$0.11). Interest shall accrue
at the Applicable Rate commencing on the Funding Date. Interest shall be computed on the basis of a 360-day year and paid for
the actual number of days elapsed. Any accrued but unpaid interest shall, at the option of the Holder, be included, from time
to time, in the Conversion Amount (as defined herein).


(c)              
Payment of Default Interest. Any amount of principal or interest on this Note which is not paid when due shall bear interest
from the date due until such past due amount is paid at a rate of interest equal to the Applicable Rate plus six percent (6%)
per annum (the “Default Rate”). Any accrued but unpaid interest at the Default Rate shall, at the option of
the Holder, be included, from time to time, in the Conversion Amount.


(d)              
General Payment Provisions. All payments of principal and interest on this Note shall be made in lawful money of the United
States of America by certified bank check or wire transfer to such account as the Holder may designate by written notice to the
Company in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due
on any day which is not a Business Day, the same shall instead be due on the next succeeding Business Day. For purposes of this
Note, “Business Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the State
of California are authorized or required by law or executive order to remain closed.


(e)              
Prepayment. At any time prior to the Maturity Date and/or the Conversion Date, the Company, after first providing 30 days
prior written notice may pre-pay this Note and all other then outstanding Notes in full or in part by paying one hundred thirty
percent (130%) of (i) the then outstanding principal amount being prepaid plus (ii) accrued and unpaid interest on that principal
amount and prepaying each of the Notes in the same ratio as being proposed for this Note. If pre-payment is offered, the Holders
may elect to convert into shares of common stock instead of accepting pre-payment. Upon prepayment of this Note in full, the Holder
shall have no further rights under this Note (except for such rights that may specifically survive the payment of the Note and
all rights granted to Buyers under the NPA), including no rights of conversion.



    	 



    	 



    




(f)                
Right. In the event the Company repays the Senior Note, each Buyer/Noteholder, shall have a right (the “Right”)
for a period of 12 months from such repayment date (the “Right Period”), to acquire up to that number of shares of
common stock of the Company that results from dividing the principal amount of prepaid Note by $0.11 per share, which will be
adjusted for any stock splits and recapitalizations. 


2.
       Conversion of Note. At any time and from time to time while this Note is outstanding,
this Note, at the sole option of the Holder, may be converted into shares of the common stock, $0.001 par value per share (the
“Common Stock”) of the Company, or any shares of capital stock or other securities of the Borrower into which
such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined below) determined as provided
herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to 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 the 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 the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number
of Conversion Shares 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 the Holder and its affiliates of more than 4.50% of the then outstanding
shares of Common Stock. For purposes of the proviso set forth in the immediately preceding sentence, beneficial ownership shall
be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”),
and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, however,
that the limitations on conversion may be waived by the Holder upon, at the election of the Holder, not less than 61 days’
prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or
such later date, as determined by the Holder, as may be specified in such notice of waiver). The number of Conversion Shares to
be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable
Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A
(the “Notice of Conversion”), delivered to the Borrower by the Holder; provided that the Notice of Conversion
is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower
before 4:00 p.m., Los Angeles time on such conversion date (the “Conversion Date”). The term “Conversion Amount”
means, with respect to any conversion of this Note, the sum of (1) the Principal Amount of this Note to be converted in such conversion
plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such Principal Amount at the Interest Rate
to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in
the immediately preceding clauses (1) and/or (2).


 


(a)              
Calculation of Conversion Price. The per share conversion price into which Principal Amount
and interest (including any Default Interest) under this Note shall be convertible into shares of Common Stock hereunder (the
“Conversion Price”) shall be equal to $0.11 cents per share. Upon any issuance by the Company of common stock, or
a security that is convertible into common stock, at a price lower than a net receipt to the Company of $0.11 per share (a “Down
Round Financing”), then the Conversion Price shall be adjusted to equal the price per share of the Down Round Financing
.. By way of example, if the Company issues stock or securities convertible into common stock at $0.073 per share following the
Funding Date the Conversion Price shall be adjusted to $0.073 per share. The Conversion Price will be further subject to proportional
adjustment for stock splits, reverse stock splits or combinations of shares, stock dividends, and the like Holder shall
submit a Notice of Conversion. If a Down Round Financing or other financing transaction results in the issuances of warrants to
acquire securities or other rights then Holder shall also have the right to convert amounts due hereunder into such securities
and rights.


(b)              
Mechanics of Conversion. The conversion of this Note shall be conducted in the following manner:


(1)              
Holder's Delivery Requirements. To convert this Note into shares of Common Stock on any date set forth in the Notice of
Conversion by the Holder (the “Conversion Date”), the Holder shall: (A) transmit by facsimile or electronic
mail (or otherwise deliver) a copy of the fully executed Notice of Conversion to the Company (or, under certain circumstances
as set forth below, by delivery of the Notice of Conversion to the Company’s transfer agent); and (B) upon receipt by the
Holder of the Conversion Shares, surrender the original Note to a nationally recognized overnight courier for delivery to the
Company.



    	 



    	 



    




(2)              
Obligation of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice
of Conversion, the Holder shall be deemed to be the holder of record of the Conversion Shares issuable upon such conversion, the
outstanding Principal Amount and the amount of accrued and unpaid interest (including any Default Interest) under this Note shall
be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Note, all rights with respect
to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other
securities, cash or other assets, as herein provided, on such conversion. Upon receipt by the Company of a copy of a Notice
of Conversion, the Company shall as soon as practicable, but in no event later than two (2) Business Days after receipt of such
Notice of Conversion, send, via facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Notice of
Conversion (the “Conversion Confirmation”) to the Holder indicating that the Company will process such Notice
of Conversion in accordance with the terms herein. Within five (5) Business Days after the date of the Conversion Confirmation
(or the date of the Notice of Conversion, if the Company fails to issue the Conversion Confirmation) the Company shall issue and
deliver or cause to be issued and delivered Conversion Shares to the Holder. If less than the full principal and accrued but unpaid
interest amount of this Note is submitted for conversion, then the Company shall within five (5) Business Days after receipt of
the original Note, at its own expense, issue and deliver to the Holder a new Note for the outstanding principal and interest amount
not so converted; provided that such new Note shall be substantially in the same form as this Note.


(3)              
Record Holder. The Person(s) entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall
be treated for all purposes as the record holder(s) of such shares of Common Stock as of the Conversion Date.


(4)              
Delivery of Conversion Shares by Electronic Transfer; Failure to Deliver Certificates. In lieu of delivering physical certificates
representing the Conversion Shares issuable upon conversion hereof, provided the Borrower is participating in the Depository Trust
Company (“DTC”) Fast Automated Securities Transfer or Deposit/Withdrawal
at Custodian programs, upon request of the Holder and its compliance with the provisions herein contained the Borrower
shall use its reasonable commercial efforts to cause its transfer agent to electronically transmit the Conversion Shares issuable
upon conversion hereof to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal
Agent Commission system If in the case of any Notice of Conversion where physical certificates representing Conversion Shares
are being delivered. , if the certificate or certificates are not delivered to or as directed by the Holder by the date required
hereby, 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 Notice of 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 representing the
principal amount of this Note unsuccessfully tendered for conversion to the Company.


 


(5)              
Transfer Taxes. 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, or any other issuance or transfer fees of any nature or
kind that may be payable in respect of the issue or delivery of such certificates, any such taxes or fees, if payable, to be paid
by the Company.


(c)              
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, 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 entity 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 or entity of any obligation to the Company or any violation
or alleged violation of law by the Holder or any other person or entity, 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; 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 and accrued
but unpaid interest thereon in accordance with the terms of this Note, 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, 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 in the amount
of 150% of the outstanding principal amount of this Note, which is subject to the injunction, 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 such Holder
to the extent it obtains judgment. In the absence of such injunction, the Company shall issue Conversion Shares upon a properly
noticed conversion. If the Company fails for any reason to deliver to the Holder such certificate or certificates representing
Conversion Shares pursuant to timing and delivery requirements of this Note, the Company shall pay to such Holder, in cash, as
liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $1.00 per day for each day after
the date by which such certificates should have been delivered until such certificates are delivered. Nothing herein shall limit
Holder’s right to pursue actual damages or declare an Event of Default pursuant to this Note or any agreement securing the
indebtedness under this Note for the Company’s failure to deliver Conversion Shares within the period specified herein and
such 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 prevent the Holder
from having the Conversion Shares issued directly by the Company’s transfer agent, in the event for any reason the Company
fails to issue or deliver, or cause its transfer agent to issue and deliver, the Conversion Shares to the Holder upon exercise
of Holder’s conversion rights hereunder.



    	 



    	 



    




 


(d)              
Concerning the Shares. The Conversion Shares issuable upon conversion of this Note may not be sold or transferred unless
(i) such shares are sold pursuant to an effective registration statement under the 1933 Act or (ii) the Borrower or its transfer
agent shall have been furnished with an opinion of counsel to the effect that the shares to be sold or transferred may be sold
or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144,
Rule 144A or Regulation S or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower
who agrees to sell or otherwise transfer the shares only in accordance with this Section and who is an Accredited Investor (as
defined in the Purchase Agreement). Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions
set forth below), until such time as the Conversion Shares have been registered under the 1933 Act or otherwise may be sold pursuant
to Rule 144, Rule 144A or Regulation S without any restriction as to the number of securities as of a particular date that can
then be immediately sold, each certificate for the Conversion Shares that has not been so included in an effective registration
statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the
legend, shall bear a legend substantially in the following form, as appropriate:



“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE
SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL
COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER
SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES.”






(e)              
The legend set forth above shall be removed and the Company shall issue to the Holder a
certificate for the applicable Conversion Shares without such legend upon which it is stamped or (as requested by the Holder)
issue the applicable Conversion Shares by electronic delivery by crediting the account
of such holder’s broker with DTC, if, unless otherwise required by applicable state
securities laws: (a) such Conversion Shares are registered for sale under an effective registration statement filed under the
1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A or Regulation S without any restriction as to the number of
securities as of a particular date that can then be immediately sold, or (b) the Company or the Holder provides the an opinion
of legal to the effect that a public sale or transfer of such Conversion Shares may be made without registration under the 1933
Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Company shall be responsible
for the fees of its transfer agent and all DTC fees associated with any such issuance. The
Holder agrees to sell all Conversion Shares, including those represented by a certificate(s) from which the legend has been removed,
in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept
the opinion of counsel provided by the Holder with respect to the transfer of Conversion
Shares pursuant to an exemption from registration, such as Rule 144, Rule 144A or Regulation S, at the Deadline, notwithstanding
that the conditions of Rule 144, Rule 144A or Regulation S, as applicable, have been met, it will be considered an Event of Default
under this Note.





(f)               
Adjustments to Conversion Price.


(1)              
Stock Dividends and Stock Splits. In addition to any change in Conversion Price resulting from a Down Round Financing or
other financing transaction described in section 2 hereinabove, if the Company, at any time while this Note is outstanding: (i)
pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on outstanding shares
of Common Stock, (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 Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be
multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock (excluding any treasury shares
of the Company) outstanding immediately before such event, and the denominator of which 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 re-classification.



    	 



    	 



    




 


(2)              
Fundamental Transaction. If, at any time while this Note is outstanding: (i) the Company effects any merger or consolidation
of the Company with or into another Person, (ii) the Company effects any sale of all or substantially all of its assets in one
transaction or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another Person)
is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities,
cash or property, or (iv) the Company effects any reclassification 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 (in any such case,
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, the same kind and amount of securities, cash or property as it would have been entitled to receive
upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder
of one (1) share of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the
determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount
of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company
shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of
any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any conversion of this Note following such Fundamental Transaction. To the extent necessary to
effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue
to the Holder a new note consistent with the foregoing provisions and evidencing the Holder’s right to convert such note
into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include
terms requiring any such successor or surviving entity to comply with the provisions of this Section and insuring that this Note
(or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.


 


(3)              
Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Note, the Company
shall promptly deliver to Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement
of the facts requiring such adjustment.


 


(4)              
Notice to Allow Conversion by Holder. If: (A) the Company shall declare a dividend (or any other distribution in whatever
form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common
Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for
or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall
be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a
party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby
the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary
dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed
at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder
at its last address as it shall appear upon the Company’s records, at least thirty (30) calendar days prior to the applicable
record or effective date hereinafter specified, a notice stating: (x) the date on which a record is to be taken for the purpose
of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders
of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined,
or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become
effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange
their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery
thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled
to convert this Note during the 10-day period commencing on the date of such notice through the effective date of the event triggering
such notice.



    	 



    	 



    




 


(g)              
Reservation of Common Stock. The Company
shall reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting
the conversion of this Note, such number of shares of Common Stock as shall from time to time be sufficient to effect such conversion,
based upon the Conversion Price (the “Reserved Amount”). The Borrower represents that
upon issuance, the Conversion Shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower
shall issue any securities or make any change to its capital structure which would change the number of Conversion Shares into
which this Note shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision
so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive
rights, for conversion of this Note. If, at any time the Borrower does not maintain the Reserved Amount it will be considered
an Event of Default under this Note.


3.                  
Voting Rights. The Holder shall have no voting rights under this Note, except as required by applicable law, including,
but not limited to, the California General Corporations Law, and as expressly provided in this Note.


4.                  
Defaults and Remedies.


(a)              
Events of Default. The occurrence of any of the following events shall constitute an “Event of Default”
hereunder:


(1)              
Nonpayment of Obligations. Any amount due and owing on this Note or the other Notes, whether by its terms or as otherwise
provided herein or therein, is not paid on the date such amount is due.


(2)              
Misrepresentation. Any written warranty, representation, certificate or statement of the Company in this Agreement, the
Security Documents (as defined below) or any other agreement with Holder shall be false or misleading in any material respect
when made or deemed made.


(3)              
Nonperformance. Any failure to perform or default in the performance of any covenant, condition or agreement contained
in this Note or in any of the other Notes, which failure to perform or default in performance continues for a period of fifteen
(15) days after the Company receives notice or knowledge from any source of such failure to perform or default in performance
(provided that if the failure to perform or default in performance is not capable of being cured, in Holder’s sole discretion,
then the cure period set forth herein shall not be applicable and the failure or default shall be an immediate Event of Default
hereunder).


(4)              
Default under Loan Documents. Any failure to perform or default in the performance by the Company that continues after
applicable grace and cure periods under any covenant, condition or agreement contained in the NPA or any other agreement with
Holder (collectively “Loan Documents”), all of which covenants, conditions and agreements are hereby incorporated
in this Agreement by express reference.


(5)              
Assignment for Creditors. The Company makes an assignment for the benefit of creditors, fails to pay, or admits in writing
its inability to pay its debts as they mature; or if a trustee of any substantial part of the assets of the Company is applied
for or appointed, and in the case of such trustee being appointed in a proceeding brought against the Company, the Company by
any action or failure to act indicates its approval of, consent to, or acquiescence in such appointment and such appointment is
not vacated, stayed on appeal or otherwise shall not have ceased to continue in effect within sixty (60) days after the date of
such appointment.


(6)              
Bankruptcy. Any proceeding involving the Company is commenced by or against the Company under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation law or statute of the federal government or any state
government, and in the case of any such proceeding being instituted against the Company: (i) the Company, by any action or failure
to act, indicates its approval of, consent to or acquiescence therein; or (ii) an order shall be entered approving the petition
in such Proceedings and such order is not vacated, stayed on appeal or otherwise shall not have ceased to continue in effect within
sixty (60) days after the entry thereof.


(7)              
Material Adverse Effect. The occurrence of (i) a material adverse change in, or a material adverse effect upon, the assets,
business, prospects, properties, financial condition or results of operations of Borrower, taken as a whole; (ii) a material impairment
of the ability of Borrower, taken as a whole, to perform their Obligations under any of the Loan Documents; (iii) a material adverse
effect on: (A) any material portion of the Collateral; (B) the legality, validity, binding effect or enforceability against a
Borrower of any of the Loan Documents; (C) the perfection or priority (subject to Permitted Liens) of any Lien granted to Holder
under any Loan Document; or (D) the rights or remedies of Holder under any Loan Document, to the extent such material adverse
effect or impairment is caused as a direct result of any action or inaction by any Borrower (a “Material Adverse Effect”).
For purposes of determining whether any of the foregoing changes, effects, impairments, or other events have occurred, such determination
shall be made by Holder, in its sole, but reasonably exercised, discretion.



    	 



    	 



    




(8)              
Collateral Impairment. The entry of any judgment, decree, levy, attachment, garnishment or other process, or the filing
of any lien against, any of the Collateral or any collateral under a separate security agreement securing any of the obligations
hereunder, and such judgment or other process shall not have been, within thirty (30) days from the entry thereof: (i) bonded
over to the satisfaction of Holder and appealed; (ii) vacated; or (iii) discharged, or the loss, theft, destruction, seizure or
forfeiture, or the occurrence of any material deterioration or impairment of any of the Collateral or any of the Collateral under
any security agreement securing any of the obligations hereunder, or any material decline or depreciation in the value or market
price thereof (whether actual or reasonably anticipated), which causes the Collateral, in the sole opinion of Holder acting in
good faith, to become unsatisfactory as to value or character, or which causes Holder to reasonably believe that it is insecure
and that the likelihood for repayment of the obligations hereunder is or will soon be impaired, time being of the essence. The
cause of such deterioration, impairment, decline or depreciation shall include, but is not limited to, the failure by the Company
to do any act deemed reasonably necessary by Holder to preserve and maintain the value and collectability of the Collateral.


(b)              
Remedies. Upon the occurrence and during the continuance of an Event of Default, Holder shall have all rights, powers and
remedies set forth in this Note and the Security Agreement, in any written agreement or instrument (other than this Agreement
or the Security Documents) relating to any of the obligations or any security therefor, or as otherwise provided at law or in
equity. Without limiting the generality of the foregoing, Holder may, at its option and without further notice, demand or presentment
for payment to the Company or others, may declare the then outstanding principal balance of this Note, together with all other
sums due under the Note, immediately due and payable, together with all accrued and unpaid interest thereon and thereafter all
such sums shall bear interest at the Default Rate, together with all reasonable attorneys’ fees, paralegals’ fees
and costs and expenses incurred by the Holder in collecting or enforcing payment thereof (whether such reasonable fees, costs
or expenses are incurred in negotiations, all trial and appellate levels, administrative proceedings, bankruptcy proceedings or
otherwise), and all other sums due by the Company hereunder, all without any relief whatsoever from any valuation or appraisement
laws and payment thereof may be enforced and recovered in whole or in part at any time by one or more of the remedies provided
to the Holder at law, in equity, or under this Note. No Event of Default shall be waived by Holder, except and unless such waiver
is in writing and signed by Holder. No failure or delay on the part of Holder in exercising any right, power or remedy hereunder
shall operate as a waiver of the exercise of the same or any other right at any other time; nor shall any single or partial exercise
of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or
remedy hereunder. There shall be no obligation on the part of Holder to exercise any remedy available to Holder in any order.
The remedies provided for herein are cumulative and not exclusive of any remedies provided at law or in equity. Borrower agrees
that in the event that any Borrower fails to perform, observe or discharge any of its Obligations or liabilities under this Agreement,
the Revolving Note, and other Loan Documents, or any other agreements with Holder, no remedy of law will provide adequate relief
to Holder, and further agrees that Holder shall be entitled to temporary and permanent injunctive relief in any such case without
the necessity of proving actual damages.


6.                  
Security for the Note. To secure the payment and performance by the Company of the obligations hereunder, the Company grants,
under and pursuant to the NPA executed by the Company dated as of the date hereof, to Holder, its successors and assigns, a continuing,
first-priority security interest in, and does hereby assign, transfer, mortgage, convey, pledge, hypothecate and set over to Holder,
its successors and assigns, all of the right, title and interest of the Company in and to the Collateral (as defined in the Security
Agreement), whether now owned or hereafter acquired, and all proceeds (including, without limitation, all insurance proceeds)
and products of any of the Collateral. At any time upon Holder’s request, the Company shall execute and deliver to Holder
any other documents, instruments or certificates requested by Holder for the purpose of properly documenting and perfecting the
security interests of Holder in and to the Collateral granted hereunder, including any additional security agreements, mortgages,
control agreements, and financing statements (collectively “Security Documents”).


7.                  
Lost or Stolen Note. Upon notice to the Company of the loss, theft, destruction or mutilation of this Note, and, in the
case of loss, theft or destruction, of an indemnification undertaking by the Holder to the Company in a form reasonably acceptable
to the Company and customary for similar circumstances in commercial Holder/borrower circumstances, and, in the case of mutilation,
upon surrender and cancellation of the Note, the Company shall execute and deliver a new Note of like tenor and date and in substantially
the same form as this Note; provided, however, the Company shall not be obligated to re-issue a Note if the Holder contemporaneously
requests the Company to convert such remaining principal amount and interest into Common Stock.



    	 



    	 



    




8.                  
Cancellation. After all principal, accrued interest and all other sums at any time owed on this Note have been paid in
full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be
re-issued.


9.                  
Governing Law. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Note shall be governed by, the laws of the State of California, without giving
effect to provisions thereof regarding conflict of laws. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction
of the state and federal courts sitting in the State of California for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, 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 any such court, that such
suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper,
provided, however, nothing contained herein shall limit the Holder’s ability to bring suit or enforce this Note in any other
jurisdiction. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in
any such suit, action or proceeding by sending by certified mail or overnight courier a copy thereof to such party at the address
indicated in the preamble hereto 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 manner permitted by law.


10.              
Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies of the Holder as provided
herein shall be cumulative and concurrent and may be pursued singly, successively or together, at the sole discretion of the Holder,
and may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in
no event be construed as a waiver or release thereof.


11.              
Specific Shall Not Limit General; Construction. No specific provision contained in this Note shall limit or modify any
more general provision contained herein. This Note shall be deemed to be jointly drafted by the Company and the Holder and shall
not be construed against any person as the drafter hereof.


12.              
Failure or Indulgence Not Waiver. Holder shall not be deemed, by any act of omission or commission, to have waived any
of its rights or remedies hereunder, unless such waiver is in writing and signed by Holder, and then only to the extent specifically
set forth in the writing. A waiver on one event shall not be construed as continuing or as a bar to or waiver of any right or
remedy to a subsequent event.


13.              
Notice. Notice shall be given to each party at the address indicated in the preamble hereto or at such other address as
provided to the other party in writing.


14.              
Usury Savings Clause. In the event the total liability of payments of interest and payments in the nature of interest,
including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall,
for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds
the limit imposed by the usury laws of the jurisdiction governing this Note, all sums in excess of those lawfully collectible
as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied
to the reduction of the outstanding principal balance of this Note immediately upon receipt of such sums by the Holder hereof,
with the same force and effect as though the Company had specifically designated such excess sums to be so applied to the reduction
of such outstanding principal balance and the Holder hereof had agreed to accept such sums as a penalty-free payment of principal;
provided, however, that the Holder of this Note may, at any time and from time to time, elect, by notice in writing to the Company,
to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such
sums as a prepayment of the outstanding principal balance. It is the intention of the parties that the Company does not intend
or expect to pay nor does the Holder intend or expect to charge or collect any interest under this Note greater than the highest
non-usurious rate of interest that may be charged under applicable law.



    	 



    	 



    




15.              
Binding Effect. This Note shall be binding upon the Company and the successors and assigns of the Company and shall inure
to the benefit of Holder and the successors and assigns of Holder.


16.              
Severability. In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal,
or unenforceable, in whole or in part, in any respect, or in the event that any one or more of the provisions of this Note operates
or would prospectively operate to invalidate this Note, then and in any of those events, only such provision or provisions shall
be deemed null and void and shall not affect any other provision of this Note. The remaining provisions of this Note shall remain
operative and in full force and effect and shall in no way be affected, prejudiced, or disturbed thereby.


17.              
Participations. Holder may from time to time sell or assign, in whole or in part, or grant participations in this Note
and/or the obligations evidenced hereby, subject, however, to first obtaining the Company’s written consent. The holder
of any such sale, assignment or participation, if the applicable agreement between Holder and such holder so provides, shall be:
(a) entitled to all of the rights, obligations and benefits of Holder (to the extent of such holder’s interest or participation);
and (b) deemed to hold and may exercise the rights of setoff or banker’s lien with respect to any and all obligations of
such holder to the Company (to the extent of such holder’s interest or participation), in each case as fully as though the
Company was directly indebted to such holder.


18.              
Amendments. The provisions of this Note may be changed only by a written agreement executed by the Company and Holder.




    	 



    	 



    

IN
WITNESS WHEREOF, the Company has caused this Note to be executed on and as of the date set forth above.


THUMZUP
MEDIA CORPORATION 


By:
_________________________________


Name:


Title:


 


 


 


 


[signature
page to Promissory Note] 



    	 



    	 



    




EXHIBIT
A


NOTICE
OF CONVERSION 


The
undersigned hereby elects to convert principal and/or interest under the Convertible Promissory Note (the “Note”)
of Thumzup Media Corporation, a Nevada corporation (the “Company”), into shares of common stock, $0.001 par
value per share (the “Common Shares”), of the Company in accordance with the conditions of the Note, as of
the date written below.


Conversion
calculations 


	Effective
    Date of Conversion:  	_______________________
    
	Principal
    Amount and/or Interest to be Converted:  	_______________________
    
	Conversion
    Price Per Share:  	_______________________
    
	Number
    of Common Shares to be Issued:  	_______________________
    


 


[
HOLDER ] 


By:
_____________________________


Name:
__________________________


Title:
____________________________


Address:
_________________________


__________________________


__________________________


DATE: