Exhibit 10.14


 


 


DEBT EXCHANGE AGREEMENT


 


THIS DEBT EXCHANGE AGREEMENT (this “Agreement”)
is made and entered into as of April 21, 2022 by and among Eco Innovation Group, Inc., a Nevada corporation (“Company”)
and Robert L. Hymers, III (“Holder”).


 


RECITALS


 


A.
On March 23, 2022, the Company made a promissory note to Hymers in the principal amount of $55,000, which amount is the $50,000.00 actual
amount of the purchase price plus an original issue discount in the amount of $5,000.00, in substantially the form as Exhibit A
attached hereto (the “Note”).


 


B.
The Company and the Holder desire to cause the Note and the obligations of the Company represented thereby to be restated by exchanging
the Note for the convertible promissory note in substantially the form as Exhibit B attached hereto (the “Exchange Note”),
as set forth herein;


 


D. The Company and the Holder
are entering into this Agreement to set forth the terms and conditions applicable to the exchange of the Note for the Exchange Note;


 


NOW, THEREFORE, for good
and valuable consideration, the receipt of which is hereby acknowledged by the parties hereto, the parties hereby agree as follows:


 


Article 1


EXCHANGE OF DEBT SECURITIES


 


1.1 Exchange. 


 


(a) The Holder hereby agrees,
subject to the terms and conditions set forth herein, to exchange the aggregate principal amount of the Note, together with all interest
thereon accrued up to but not including the effective date of such exchange, for the Exchange Note, in substantially the form as Exhibit
B attached hereto and hereby incorporated as a material part of this Agreement (the “Debt Exchange”).


 


(b) Subject to the terms
and conditions of this Agreement, the consummation of the Debt Exchange shall take place upon the effectiveness of this Agreement, whereby
the Holder shall consider the Note, as it pre-existed, to be cancelled, and the Company shall deliver to the Holder the Exchange Note.


 


(c) The Exchange Note will
be issued in full satisfaction of the Note, and the Company and the Holder intend that the Debt Exchange be an exchange subject to the
tacking provisions of Rule 144 (§ 230.144(d)(3)(ii)) as securities acquired from the Company solely in exchange for other securities
of the same issuer.


 






    	  





    	 



    

 


Article 2


REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The Company hereby represents and warrants to
the Holder that:


 


2.1 Corporate Status. The Company is a
corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate
or other power and authority to carry on its business as now being conducted.


 


2.2 Capitalization. The authorized capital
stock of the Company consists of 2,050,000,000 shares, consisting of 2,000,000,000 shares of common stock, no par value per share (the
“Common Stock”), and 50,000,000 shares of preferred stock, of which 49,000,000 shares are designated as Series A Convertible
Preferred Stock. As of the date of this Agreement, 388,095,683 shares of Common Stock are issued and outstanding and 30,000,000 shares
of Series A Convertible Preferred Stock are issued and outstanding.


 


2.3 Power and Authority; Binding Agreement.
The Company has the requisite corporate power and authority to execute and deliver, and to perform its obligations under, this Agreement,
and the Company has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the
consummation of the Debt Exchange. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization,
execution and delivery by each of the other parties hereto, constitutes the valid and binding agreement of the Company enforceable against
the Company in accordance with its terms.


 


2.4 Non-Contravention. The execution and
delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement, and compliance with the
provisions hereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both)
under the Certificate of Incorporation or By-laws of the Company. The execution and delivery of this Agreement does not, and the consummation
of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any
violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation
or acceleration of any obligation or loss of a benefit under, or result in the creation of any lien or encumbrance upon any of the properties
or assets of the Company or any of its subsidiaries under, (i) any loan or credit agreement, note, bond, mortgage, indenture, lease
or other agreement, obligation, instrument, permit, concession, franchise, license or similar authorization applicable to the Company
or any of its subsidiaries or their respective properties or assets or (ii) any judgment, order, decree, statute, law, ordinance,
rule or regulation applicable to the Company or any of its subsidiaries or their respective properties or assets, other than any such
conflicts, violations, defaults, rights, losses, liens or encumbrances that, individually or in the aggregate, are not reasonably likely
to have a material adverse effect on (x) the business condition of the Company and its subsidiaries taken as a whole or (y) the
ability of the Company to perform its obligations under this Agreement.


 


2.5 Consents and Governmental Approvals.
No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal,
state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission, body or authority
or any non-governmental self-regulatory agency, commission, body or authority (each a “Governmental Entity”) is required
by the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the
Debt Exchange or the other transactions contemplated by this Agreement, except for the filing of the Certificate of Designation with the
Secretary of State of the State of Nevada, and such other consents, approvals, orders or authorizations the failure of which to be made
or obtained, individually or in the aggregate, is not reasonably likely to have a material adverse effect on the Company.


 






    	  





    	 



    

Article 3


REPRESENTATIONS AND WARRANTIES OF THE HOLDER


 


The Holder represents and warrants to the Company
that:


 


3.1 Authority. The Holder has all requisite
power and authority to execute and deliver, and perform its obligations under, this Agreement. All acts required to be taken by the Holder
to enter into this Agreement and consummate the transactions contemplated hereby have been properly taken.


 


3.2 Title to the Debt. The Holder is the
beneficial holder of the Note, and holds the Note free and clear of all claims, liens, security interests, title defects and objections
or any other encumbrances of any kind or nature whatsoever.


 


3.3 Investment Intent. Holder is acquiring
the Exchange Note being delivered to Holder under this Agreement for its own account and with no present intention of distributing or
selling the Exchange Note in violation of the Securities Act of 1933 or any applicable state securities law. Holder will not sell or otherwise
dispose of Exchange Note unless such sale or other disposition has been registered or is exempt from registration under the Securities
Act of 1933 and has been registered or qualified or is exempt from registration or qualification under applicable state securities laws.
Holder understands that the Exchange Note it is acquiring under this Agreement has not been registered under the Securities Act of 1933
by reason of their contemplated issuance in transactions exempt from the registration and prospectus delivery requirements of the Securities
Act of 1933 and that the reliance of the Company on this exemption is predicated in part on these representations and warranties of Holder.


 


3.4 Holder Status. Holder (i) is
either (x) a “Qualified Institutional Buyer” as such term is defined in Rule 144A under the Securities Act of
1933 or (y) an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the
Securities Act of 1933; (ii) has such knowledge and experience in financial and business matters that it is capable of evaluating
the merits and risks of the investments to be made by it hereunder; (iii) has the ability to bear the economic risks of its investments
for an indefinite period of time; and (iv) has sole investment discretion with respect to the Debt Exchange; and (v) has been
given an opportunity to obtain such information from the Company as Holder deems necessary or appropriate with respect to the Debt Exchange.


 


Article 4


CONDITIONS


 


4.1 Company’s Conditions. The obligations
of the Company to consummate the transactions contemplated by this Agreement shall be subject to fulfillment of the following conditions
on or prior to the date of Closing:


 


(a) The representations and warranties of the
Holder set forth in Article 3 shall be true and correct on and as of the date of Closing.


 


(b) All proceedings, corporate or otherwise,
required to be taken by the Holder on or prior to the date of Closing in connection with this Agreement, and the Debt Exchange contemplated
hereby, shall have been duly and validly taken, and all necessary consents, approvals or authorizations required to be obtained by the
Holder on or prior to the Closing shall have been obtained.


 


(c) The Holder shall have delivered the Note
to the Company for cancellation.


 


(d) The Holder shall have delivered to the Company
such other documents, certificates or other information as the Company or its counsel may reasonably request.


 


4.2 Holder’s Conditions. The obligations
of the Holder to consummate the transaction contemplated by this Agreement shall be subject to fulfillment of the following conditions
on or prior to the date of Closing:


 


 






    	  





    	 



    

(a) The representations and warranties of the
Company set forth in Article 2 shall be true and correct on and as of the date of Closing.


 


(b) All proceedings, corporate or otherwise required
to be taken by the Company on or prior to the date of Closing in connection with this Agreement, and the Debt Exchange contemplated hereby,
shall have been duly and validly taken, and all necessary consents, approvals or authorizations required to be obtained by the Company
on or prior to the Closing shall have been obtained.


 


(c) The Company shall have issued and delivered,
or cause to be issued and delivered, to the Holder, the Exchange Note.


 


Article 5


MISCELLANEOUS


 


5.1 Notices. All notices, requests and
demands to or upon the respective parties hereto to be effective must be in writing and, unless otherwise expressly provided herein, are
deemed to have been duly given or made when delivered by hand or by courier, or by certified mail, or, when transmitted by facsimile and
a confirmation of transmission printed by sender’s facsimile machine. A copy of any notice given by facsimile also must be mailed,
postage prepaid, to the addressee. Notices to the respective parties hereto must be addressed as follows:


 


	 	 	 
	If to Holder:	 	Robert L. Hymers III
	 	 	
    Address: 520 S. Grand Ave, Suite 320, Los Angeles,
    CA 90071

    Telephone: (310) 926-3980

	 	 	Email: roberthymers@yahoo.com
	
     

    If to Company:
	 	
     

    Eco Innovation Group, Inc.

	 	 	Attention: Julia Otey-Raudes
	 	 	
    Address: 16525 Sherman Way, Suite C-1, Van Nuys, CA 91406

    Telephone: (747) 224-2453 

	 	 	Email: julia.otey@ecoig.com
	 	 


Any party may alter the address to which communications
or copies are to be sent by giving notice of the change of address under this Section.


 


5.2 Headings. The headings in this Agreement
are for purposes of reference only and are not to be considered in construing this Agreement.


 


5.3 Counterparts. This Agreement may be
executed in any number of counterparts, each of which when so executed and delivered constitutes an original and all together shall constitute
one Agreement.


 


5.4 Enforceability. If any term or provision
of this Agreement, or the application thereof to any person or circumstance, is, to any extent, invalid or unenforceable, the remaining
terms and provisions of this Agreement or application to other Persons and circumstances are not invalidated thereby, and each term and
provision hereof is to be construed with all other remaining terms and provisions hereof to effect the intent of the parties hereto to
the fullest extent permitted by law.


 


5.5 Law Governing. This Agreement is to
be construed and enforced in accordance with and shall be governed by the laws of the State of Nevada applicable to contracts executed
in and to be fully performed in that state.


 


5.6 Confidentiality. Until the Company
makes a press release or other public announcement about the Debt Exchange, the Holder will maintain the confidentiality of the Debt Exchange
and the terms of the Debt Exchange.


 


[Signatures on following page]


 




    	  





    	 



    


 


IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed and delivered as of the date set forth on the first page hereof to be effective as of the Effective
Date.


 


	HOLDER	 	COMPANY
	 	 	 
	Robert L. Hymers III	 	Eco Innovation Group, Inc.
	 	 	 
	 	 	 
	 	 	 
	By:	/s/
    Robert L. Hymers, III	 	By:	/s/
    Julia Otey-Raudes
	Name:    	Robert L. Hymers, III	 	Name:    	Julia Otey-Raudes
	 	 	 	Title:	President and Chief Executive Officer
	 	 	 
	 	 	 


 




    	  





    	 



    


 


EXHIBIT A


NOTE


 


CONVERTIBLE PROMISSORY NOTE 


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED
OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY
SATISFACTORY TO THE COMPANY THAT THIS NOTE MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER
THE ACT AND SUCH STATE SECURITIES LAWS.


 


	Principal Amount: $55,000.00	Issue Date: March 23, 2022
	
    Actual Amount of Purchase Price: $50,000.00

    OID: $5,000.00
	 


 


FOR VALUE RECEIVED, Eco Innovation Group, Inc., a Nevada corporation
(“Borrower”), promises to pay to Robert L. Hymers III, or his successors or assigns (“Lender”),
in accordance with the terms hereinafter provided, up to an aggregate of Fifty-five Thousand Dollars ($55,000.00) (the “Principal
Amount”), which amount is the $50,000.00 actual amount of the purchase price (the “Consideration”) hereof
plus an original issue discount in the amount of $5,000.00 (the “OID”) . The Principal Amount outstanding shall be
due and payable on the date that is six (6) months from the Issuance Date. The due date of any outstanding Principal Amount and interest
are referred to herein as the “Maturity Date”, respectively. All payments under or pursuant to this Note refer to and shall
be made in United States Dollars in immediately available funds to the Holder at the address of the Holder first set forth above or at
such other place as the Holder may designate from time to time in writing to the Company or by wire transfer of funds to the Holder.


 


ARTICLE I


 


Section 1.1 Interest. Beginning on the issuance date of this
Note (the “Issuance Date”), the outstanding principal balance of this Note shall bear interest in arrears at a rate per annum
equal to ten percent (10%) accruing on a twelve month basis commencing on the Issuance Date, which, at the option of the Holder, may be
converted to shares of the


Company’s common stock, par value $0.001 per share (the
“Common Stock”) on the same terms as the Note.


 


Section 1.2 Payment on Non-Business Days. Whenever any payment
to be made shall be due on a Saturday, Sunday or a public holiday under the laws of the State of Nevada, such payment may be due on the
next succeeding business day and such next succeeding day shall be included in the calculation of the amount of accrued interest payable
on such date.


 


Section 1.3 Transfer. This Note may be transferred or sold,
subject to the provisions outlined herein, or pledged, hypothecated or otherwise granted as security by the Holder.


 


Section 1.4 Replacement. Upon receipt of a duly executed, notarized
and unsecured written statement from the Holder with respect to the loss, theft or destruction of this Note (or any replacement hereof),
and without requiring an indemnity bond or other security, or, in the case of a mutilation of this Note, upon surrender and cancellation
of such Note, the Company shall issue a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated Note.


 


Section 1.5. Registration Rights. If at any time the Company
shall determine to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to
an offering for its own account or the account of others under the Securities Act of any of its equity on Form S-1, or Form 1-A, the Company
shall cause the registration under the Securities Act of all the shares issuable upon conversion of this Note.


 






    	  





    	 



    

ARTICLE II


EVENTS OF DEFAULT;
REMEDIES


 


Section 2.1 Events of Default. The occurrence of any of the
following events shall be an “Event of Default” under this Note:


 


(a)
the Company shall fail to make the payment of any amount of principal outstanding on the date such



payment is due hereunder;


 


(b)
the Company shall fail to make any payment of interest for a period of three (3) days after the date
such 


interest is due;


 


(c)
the suspension from listing, without subsequent listing on any one of, or the failure of the Common
Stock to be listed on at least one of the OTC Bulletin Board, Nasdaq SmallCap Market, Nasdaq National Market, American Stock Exchange
or The New York Stock Exchange, Inc. for a period of five (5) consecutive Trading Days; 


 


(d)
the Company’s notice to the Holder, including by way of public announcement, at any time, of
its inability to comply or its intention not to comply with proper requests for conversion of this Note into shares of Common Stock; 


 


(e)
the Company shall fail to (i) timely deliver the shares of Common Stock upon conversion of the Note
or 


any accrued and unpaid interest, or (ii) make the payment of
any fees and/or liquidated damages under this Note;


 


(f)
any material representation or warranty made by the Company herein or in the Purchase Agreement or
any other Transaction Document shall prove to have been false or incorrect or breached in a material respect on the date as of which made;



 


(g)
the Company shall (A) default in any payment of any amount or amounts of principal of or interest
on any Indebtedness (other than the Indebtedness hereunder) the aggregate principal amount of which Indebtedness is in excess of $100,000
or (B) default in the observance or performance of any other agreement or condition relating to any Indebtedness or contained in any instrument
or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default
or other event or condition is to cause, or to permit the holder or holders or beneficiary or beneficiaries of such Indebtedness to cause
with the giving of notice if required, such Indebtedness to become due prior to its stated maturity; 


 


(h)
the Company shall (i) apply for or consent to the appointment of, or the taking of possession by,
a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or assets, (ii) make a general
assignment for the benefit of its creditors, (iii) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter
in effect) or under the comparable laws of any jurisdiction (foreign or domestic), (iv) file a petition seeking to take advantage of any
bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors’ rights generally,
(v) acquiesce in writing to any petition filed against it in an involuntary case under United States Bankruptcy Code (as now or hereafter
in effect) or under the comparable laws of any jurisdiction (foreign or domestic), (vi) issue a notice of bankruptcy or winding down of
its operations or issue a press release regarding same, or (vii) take any action under the laws of any jurisdiction (foreign or domestic)
analogous to any of the foregoing; 


 






    	  





    	 



    

(i)
a proceeding or case shall be commenced in respect of the Company, without its application or consent,
in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition
or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial
part of its assets in connection with the liquidation or dissolution of the Company or (iii) similar relief in respect of it under any
law providing for the relief of debtors, and such proceeding or case described in clause (i), (ii) or (iii) shall continue un-dismissed,
or un-stayed and in effect, for a period of sixty (60) days or any order for relief shall be entered in an involuntary case under United
States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic) against
the Company or action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing shall be taken with respect
to the Company and shall continue un-dismissed, or un-stayed and in effect for a period of sixty (60) days; or 


 


(j)
the failure of the Company to instruct its transfer agent to remove any legends from shares of Common
Stock eligible to be sold under Rule 144 of the Securities Act and issue such un- legended certificates to the Holder within five (5)
business days of the Holder’s request so long as the Holder has provided reasonable assurances and opinions of counsel to the Company
that such shares of Common Stock can be resold pursuant to Rule 144; or 


 


(k)
the failure of the Company to pay any amounts due to the Holder herein within three (3) business
days of receipt of notice to the Company. 


 


Section 2.2 Remedies Upon An Event of Default. If an Event of
Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid
principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated
and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably
waived by the Company; (b) demand that the principal amount of this Note then outstanding shall be converted into shares of Common Stock
at a Conversion Price (as defined in Section 3 hereof).


 


ARTICLE III


CONVERSION;
ANTIDILUTION; CONVERSION LIMITATIONS PREPAYMENT


 


Section 3.1 Conversion and Fixed Conversion Price. At any time,
at the option of the Holder, the Principal Amount of this Convertible Note, may be converted into shares of the Company's common stock,
$0.001 par value (the "Common Stock"), at the Holder’s discretion. The number of shares of Common Stock that this Convertible
Note or any portion hereof shall be converted into is based upon the conversion price of $0.000098 per share, corresponding to the original
conversion rights of the Debt (as defined in the Debt Exchange Agreement of even date herewith) (the “Conversion Price”) and
shall be determined by dividing the outstanding Principal Amount, or any partial amount thereto, of the Convertible Note being converted,
by the Conversion Price (the "Conversion Shares"). Any request by Holder to convert must be accompanied by a written notice
in the form attached hereto that the Holder hereof elects to convert this Convertible Note, or a specified portion hereof, which notice
shall also state the name or names (with address or addresses) in such Common Stock shall be issued. No fractional shares will be issued
upon any such conversion, but the Company shall make adjustment therefor in cash, or by rounding to the nearest whole share. In the event
of conversion of this Convertible Note in part only, a new Convertible Note or Convertible Notes for the unconverted portion hereof will
be issued in the name of the Holder upon the cancellation of this Convertible Note.


 






    	  





    	 



    

Section 3.2 Stock Splits. The Fixed Conversion Price shall be
protected against all and any stock splits and shall adjusted in the event of any such stock split.


 


Section 3.3 Conversion Limitations. In no event shall the Holder
be allowed to effect any conversion of this Note if the issuable Conversion Shares of such conversion, along with all other shares of
Company Common Stock beneficially owned by the Holder and its affiliates, would exceed 4.99% of the outstanding shares of the Common Stock
of the Company (which may be increased up to 9.9% upon 61 days prior written notice by the Investor).


 


Section 3.4 Mechanics of Conversion.


 


(a)
Not later than three (3) Trading Days after any Conversion Date, the Company or its designated transfer
agent, as applicable, shall issue and deliver to the Depository Trust Company (“DTC”) account on the Holder’s behalf
via the Deposit Withdrawal Agent Commission System (“DWAC”) as specified in the Conversion Notice, registered in the name
of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. In the alternative, not
later than three (3) Trading Days after any Conversion Date, the Company shall deliver to the applicable Holder by express courier a certificate
or certificates which shall be free of restrictive legends and trading restrictions representing the number of shares of Common Stock
being acquired upon the conversion of this Note (the “Delivery Date”). Notwithstanding the foregoing to the contrary, the
Company or its transfer agent shall only be obligated to issue and deliver the shares to the DTC on the Holder’s behalf via DWAC
(or certificates free of restrictive legends) if such conversion is in connection with a sale and the Holder has complied with the applicable
prospectus delivery requirements. If in the case of any Conversion Notice such certificate or certificates are not delivered to or as
directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Company at any time on or
before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately
return this Note if tendered for conversion, whereupon the Company and the Holder shall each be restored to their respective positions
immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be
payable through the date notice of rescission is given to the Company. 


 


(b)
The Company understands that a delay in the delivery of the shares of Common Stock upon conversion
of this Note beyond the Delivery Date could result in economic loss to the Holder. If the Company fails to deliver to the Holder such
shares via DWAC or a certificate or certificates pursuant to this Section hereunder by the Delivery Date, the Company shall pay to such
Holder, in cash, an amount per Trading Day for each Trading Day until such shares are delivered via DWAC or certificates are delivered,
together with interest on such amount at a rate of 10% per annum, accruing until such amount and any accrued interest thereon is paid
in full, equal to the greater of (A) (i) 1% of the aggregate principal amount of the Note requested to be converted for the first five
(5) Trading Days after the Delivery Date and (ii) 2% of the aggregate principal amount of the Note requested to be converted for each
Trading Day thereafter and (B) $2,000 per day (which amount shall be paid as liquidated damages and not as a penalty). Nothing herein
shall limit a Holder’s right to pursue actual damages for the Company’s failure to deliver certificates representing shares
of Common Stock upon conversion within the period specified herein and such Holder shall have the right to pursue all remedies available
to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). Notwithstanding
anything to the contrary contained herein, the Holder shall be entitled to withdraw a Conversion Notice, and upon such withdrawal the
Company shall only be obligated to pay the liquidated damages accrued in accordance with this Section 3.3(b) through the date the Conversion
Notice is withdrawn. 


 


Section 3.5 Adjustment of Conversion Price.


 


(a) The Conversion Price shall be subject to adjustment
from time to time as follows:


 






    	  





    	 



    

(i)
Adjustments for Stock Splits and Combinations. If the Company shall at any time or from time to time
after the Issuance Date, effect a stock split of the outstanding Common Stock, the applicable Conversion Price in effect immediately prior
to the stock split shall be proportionately decreased. If the 


Company shall at any time or from time to time after
the Issuance Date, combine the outstanding shares of Common Stock, the applicable Conversion Price in effect immediately prior to the
combination shall be proportionately increased. Any adjustments under shall be effective at the close of business on the date the stock
split or combination occurs.


 


(ii)
Adjustments for Certain Dividends and Distributions. If the Company shall at any time or from time
to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive
a dividend or other distribution payable in shares of Common Stock, then, and in each event, the applicable Conversion Price in effect
immediately prior to such event shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed,
as of the close of business on such record date, by multiplying, the applicable Conversion Price then in effect by a fraction: 


 


		(1)    	the numerator of which shall be the total number of shares of Common Stock
issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and 



 


		(2)    	the denominator of which shall be the total number of shares of Common Stock
issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of
shares of Common Stock issuable in payment of such dividend or distribution. 



 


(iii)
Adjustment for Other Dividends and Distributions. If the Company shall at any time or from time to
time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive
a dividend or other distribution payable in other than shares of Common Stock, then, and in each event, an appropriate revision to the
applicable Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the
holders of this Note shall receive upon conversions thereof, in addition to the number of shares of Common Stock receivable thereon, the
number of securities of the Company which they would have received had this Note been converted into Common Stock on the date of such
event and had thereafter, during the period from the date of such event to and including the Conversion Date, retained such securities
(together with any distributions payable thereon during such period), giving application to all adjustments called for during such period
under this Section with respect to the rights of the holders of this Note; provided, however, that if such record date shall have been
fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall
be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions. 


 


(iv)
Adjustments for Reclassification, Exchange or Substitution. If the Common Stock issuable upon conversion
of this Note at any time or from time to time after the Issuance Date shall be changed to the same or different number of shares of any
class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination
of shares or stock dividends, then, and in each event, an appropriate revision to the Conversion Price shall be made and provisions shall
be made (by adjustments of the Conversion Price or otherwise) so that the Holder shall have the right thereafter to convert this Note
into the kind and amount of shares of stock and other securities receivable upon reclassification, exchange, substitution or other change,
by holders of the number of shares of Common Stock into which such Note might have been converted immediately prior to such reclassification,
exchange, substitution or other change, all subject to further adjustment as provided herein. 


 






    	  





    	 



    

(v)
Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from
time to time after the Issuance Date there shall be a capital reorganization of the or a merger or consolidation of the Company with or
into another corporation where the holders of outstanding voting securities prior to such merger or consolidation do not own over fifty
percent (50%) of the outstanding voting securities of the merged or consolidated entity, immediately after such of the Company’s
properties or assets to any other person (an “Organic Change”), then as a part of such Organic Change an appropriate revision
to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder
shall have the right thereafter to convert such Note into the kind and amount of shares of stock and other securities or property of the
Company or any successor corporation resulting from Organic Change. 


 


(vi)
Issuance of Common Stock Equivalents. If the Company, at any time after the Issuance Date, shall issue any securities convertible into
or exchangeable for, directly or indirectly, Common Stock (“Convertible Securities”), other than the Note, or any rights
or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold (collectively, the “Common
Stock Equivalents”) and the aggregate of the price per share for which Additional Shares of Common Stock may be issuable thereafter
pursuant to such Common Stock Equivalent, plus the consideration received by the Company for issuance of such Common Stock Equivalent
divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the “Aggregate Per Common Share
Price”) shall be less than the applicable Conversion Price then in effect, or if, after any such issuance of Common Stock Equivalents,
the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as
so amended shall make the Aggregate Per Share Common Price be less than the applicable Conversion Price in effect at the time of such
amendment or adjustment, then the applicable Conversion Price upon each such issuance or amendment shall be adjusted on the basis that
(1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to
have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or
in part) as of the earlier of (A) the date on which the Company shall enter into a firm contract for the issuance of such Common Stock
Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent. No adjustment of the applicable Conversion Price shall
be made under this subsection (vii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants
or other subscription or purchase rights therefor, if any adjustment shall previously have been made to the exercise price of such warrants
then in effect upon the issuance of such warrants or other rights pursuant to this subsection (vii). No adjustment shall be made to the
Conversion Price upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common
Stock Equivalent where an adjustment to the Conversion Price was made as a result of the issuance or purchase of any Convertible Security
or Common Stock Equivalent.


 


(vii) Consideration for Stock. In
case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold:


 


		(1)  	in connection with any merger or consolidation in which the Company is the
surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Company
shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall
be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Company, of such portion
of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock,
Convertible Securities, rights or warrants or options, as the case may be; or 



 






    	  





    	 



    

 


		(2)   	in the event of any consolidation or merger of the Company in which the
Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Company shall be changed
into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of
the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of shares
of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio
on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all
such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion
Price, or the number of shares of Common Stock issuable upon conversion of the Note, the determination of the applicable Conversion Price
or the number of shares of Common Stock issuable upon conversion of the Note immediately prior to such merger, consolidation or sale,
shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Note. In
the event Common Stock is issued with other shares or securities or other assets of the Company for consideration which covers both, the
consideration computed as provided in this Section 3.5(viii) shall be allocated among such securities and assets as determined in good
faith by the Board of Directors of the Company. 



 


(b)
Record Date. In case the Company shall take record of the holders of its Common Stock for the purpose
of entitling them to subscribe for or purchase Common Stock or Convertible Securities, then the date of the issue or sale of the shares
of Common Stock shall be deemed to be such record date. 


 


(c)
Certain Issues Excepted. Anything herein to the contrary notwithstanding, the Company shall not be
required to make any adjustment to the Conversion Price in connection with (i) securities issued (other than for cash) in connection with
a merger, acquisition, or consolidation, (ii) securities issued pursuant to a bona fide firm underwritten public offering of the Company’s
securities, (iii) securities issued pursuant to the conversion or exercise of convertible or excercisable securities issued or outstanding
on or prior to the date hereof or issued pursuant to the Purchase Agreement, (iv) the shares of Common Stock issuable upon the exercise
of Warrants, (v) securities issued in connection with strategic license agreements or other partnering arrangements so long as such issuances
are not for the purpose of raising capital, (vi) Common Stock issued or options to purchase Common Stock granted or issued pursuant to
the Company’s stock option plans and employee stock purchase plans as they now exist and (vii) the payment of any accrued interest
in shares of Common Stock pursuant to this Note. 


 


(d)
No Impairment. The Company shall not, by amendment of 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 to be observed or performed hereunder by the Company, but will
at all times in good faith, assist in the carrying out of all the provisions of this agreement and in the taking of all such action as
may be necessary or appropriate in order to protect the Conversion Rights of the Holder against impairment. In the event a Holder shall
elect to convert any Note as provided herein, the Company cannot refuse conversion based on any claim that such Holder or any one associated
or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or
for any reason whatsoever, unless, an injunction from a court, or notice, restraining and or adjoining conversion of all or of said Note
shall have issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to one hundred thirty percent
(130%) of the amount of the Note the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation
of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment. 


 






    	  





    	 



    

 


(e)
Certificates as to Adjustments. Upon occurrence of each adjustment or readjustment of the Conversion
Price or number of shares of Common Stock issuable upon conversion
of this Note pursuant to this Section 3.5, the Company at its expense shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and furnish to the Holder a certificate setting forth such adjustment and readjustment, showing in detail the facts
upon which such adjustment or readjustment is based. The Company shall, upon written request of the Holder, at any time, furnish or cause
to be furnished to the Holder a like certificate setting forth such adjustments and readjustments, the applicable Conversion Price in
effect at the time, and the number of shares of Common Stock and the amount, if any, of other securities or property which at the time
would be received upon the conversion of this Note. Notwithstanding the foregoing, the Company shall not be obligated to deliver a certificate
unless such certificate would reflect an increase or decrease of at least one percent (1%) of such adjusted amount.


 


(f)
Issue Taxes. The Company shall pay any and all issue and other taxes, excluding federal, state or
local income taxes, that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of this Note pursuant
thereto; provided, however, that the Company shall not be obligated to pay any transfer taxes resulting from any transfer requested by
the Holder in connection with any such conversion. 


 


(g)
Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of any fractional shares
to which the Holder would otherwise be entitled, the Company shall pay cash equal to the product of such fraction multiplied by the average
of the Closing Bid Prices of the Common Stock for the five (5) consecutive Trading Days immediately preceding the Conversion Date.


 


(h)
Reservation of Common Stock. The Company shall at all times when this Note shall be outstanding,
reserve and keep available out of its authorized but unissued Common Stock, such number of shares of Common Stock as shall from time to
time be sufficient to effect the conversion of this Note and all interest accrued thereon; provided that the number of shares of Common
Stock so reserved shall at no time be less than one hundred twenty percent (120%) of the number of shares of Common Stock for which this
Note and all interest accrued thereon are at any time convertible. The Company shall, from time to time in accordance with Nevada corporate
law, increase the authorized number of shares of Common Stock if at any time the unissued number of authorized shares shall not be sufficient
to satisfy the Company’s obligations under this agreement. 


 


(i)
Regulatory Compliance. If any shares of Common Stock to be reserved for the purpose of conversion
of this Note or any interest accrued thereon require registration or listing with or approval of any governmental authority, stock exchange
or other regulatory body under any federal or state law or regulation or otherwise before such shares may be validly issued or delivered
upon conversion, the Company shall, at its sole cost and expense, in good faith and as expeditiously as possible, endeavor to secure such
registration, listing or approval, as the case may be. 


 


 






    	  





    	 



    

Section 3.6 Inability to Fully Convert.


 


(a)
Holder’s Option if Company Cannot Fully Convert. If, upon the Company’s receipt of a
Conversion Notice, the Company cannot issue shares of Common Stock for any reason, including, without limitation, because the Company
(w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable
law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction
over the Company or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion
Notice, then the Company shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s Conversion
Notice and, with respect to the unconverted portion of this Note, the Holder, solely at Holder’s option, can elect to: (ii) void
its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the Conversion Notice
(provided that the Holder’s voiding its Conversion Notice shall not effect the Company’s obligations to make any payments
which have accrued prior to the date of such notice). 


 


In the event a Holder shall elect to convert
any portion of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated
or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or
for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes
shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal
amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation
of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.


 


(b)
Mechanics of Fulfilling Holder’s Election. The Company shall immediately send via facsimile to the Holder, upon receipt of a facsimile
copy of a Conversion Notice from the Holder which cannot be fully satisfied as described in Section 3.7(a) above, a notice of the Company’s
inability to fully satisfy the Conversion Notice (the “Inability to Fully Convert Notice”). Such Inability to Fully Convert
Notice shall indicate (i) the reason why the Company is unable to fully satisfy such holder’s Conversion Notice, (ii) the amount
of this Note which cannot be converted and (iii) the applicable Mandatory Prepayment Price. The Holder shall notify the Company of its
election pursuant to Section 3.7(a) above by delivering written notice via facsimile to the Company (“Notice in Response to Inability
to Convert”).


 


Section 3.7 No Rights as Shareholder. Nothing
contained in this Note shall be construed as conferring upon the Holder, prior to the conversion of this Note, the right to vote or to
receive dividends or to consent or to receive notice as a shareholder in respect of any meeting of shareholders for the election of directors
of the Company or of any other matter, or any other rights as a shareholder of the Company.


 


ARTICLE IV


		MISCELLANEOUS	



 


Section 4.1 Notices. Any notice, demand, request, waiver or
other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery by telex
(with correct answer back received), telecopy or facsimile at the address or number designated in the Purchase Agreement (if delivered
on a business day during normal business hours where such notice is to be received), or the first business day following such delivery
(if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business
day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such
mailing, whichever shall first occur. The Company will give written notice to the Holder at least ten (10) days prior to the date on which
the Company takes a record (x) with respect to any dividend or distribution upon the Common Stock, (y) with respect to any pro rata subscription
offer to holders of Common Stock or (z) for determining rights to vote with respect to any Organic Change, dissolution, liquidation or
winding-up and in no event shall such notice be provided to such holder prior to such information being made known to the public. The
Company will also give written notice to the Holder at least ten (10) days prior to the date on which any Organic Change, dissolution,
liquidation or winding-up will take place and in no event shall such notice be provided to the Holder prior to such information being
made known to the public.


 


 






    	  





    	 



    

Section 4.2 Governing Law. This Note shall be governed by and
construed in accordance with the internal laws of the State of California, without giving effect to any of the conflicts of law principles
which would result in the application of the substantive law of another jurisdiction. This Note shall not be interpreted or construed
with any presumption against the party causing this Note to be drafted.


 


Section 4.3 Headings. Article and section headings in this Note
are included herein for purposes of convenience of reference only and shall not constitute a part of this Note for any other purpose.


 


Section 4.4 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, at law or in equity (including, without limitation, a decree of specific performance and/or other injunctive relief),
no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall
limit a holder’s right to pursue actual damages for any failure by the Company to comply with the terms of this Note. 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 thereof 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 and material
harm to the Holder and that the remedy at law for any such breach may be inadequate. Therefore the Company agrees that, in the event of
any such breach or threatened breach, the Holder shall be entitled, in addition to all other available rights and remedies, at law or
in equity, to seek and obtain such equitable relief, including but not limited to an injunction restraining any such breach or threatened
breach, without the necessity of showing economic loss and without any bond or other security being required.


 


Section 4.5 Enforcement Expenses. The Company agrees to pay
all costs and expenses of enforcement of this Note, including, without limitation, reasonable attorneys’ fees and expenses.


 


Section 4.6 Binding Effect. The obligations of the Company and
the Holder set forth herein shall be binding upon the successors and assigns of each such party, whether or not such successors or assigns
are permitted by the terms hereof.


 


Section 4.7 Amendments. This Note may not be modified or amended
in any manner except in writing executed by the Company and the Holder.


 


Section 4.8 Compliance with Securities Laws. The Holder of this
Note acknowledges that this Note is being acquired solely for the Holder’s own account and not as a nominee for any other party,
and for investment, and that the Holder shall not offer, sell or otherwise dispose of this Note. This Note and any Note issued in substitution
or replacement therefor shall be stamped or imprinted with a legend in substantially the following form:


 


“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE
COMPANY THAT THIS NOTE MAY BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE
ACT AND SUCH STATE SECURITIES LAWS.”


 


 






    	  





    	 



    

Section 4.9 Consent to Jurisdiction. Each of the Company and
the Holder (i) hereby irrevocably submits to the exclusive jurisdiction of the State of California for the purposes of any suit, action
or proceeding arising out of or relating to this Note and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient
forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Holder consents to process being served
in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under the Purchase
Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section
4.9 shall affect or limit any right to serve process in any other manner permitted by law. Each of the Company and the Holder hereby agree
that the prevailing party in any suit, action or proceeding arising out of or relating to this Note shall be entitled to reimbursement
for reasonable legal fees from the non-prevailing party.


Section 4.10 Parties in Interest. This Note shall be binding
upon, inure to the benefit of and be enforceable by the Company, the Holder and their respective successors and permitted assigns.


Section 4.11 Failure or Indulgence Not Waiver. No failure or
delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right,
power or privilege.


 


Section 4.12 Company Waivers. Except as otherwise specifically
provided herein, the Company and all others that may become liable for all or any part of the obligations evidenced by this Note, hereby
waive presentment, demand, notice of nonpayment, protest and all other demands’ and notices in connection with the delivery, acceptance,
performance and enforcement of this Note, and do hereby consent to any number of renewals of extensions of the time or payment hereof
and agree that any such renewals or extensions may be made without notice to any such persons and without affecting their liability herein
and do further consent to the release of any person liable hereon, all without affecting the liability of the other persons, firms or
Company liable for the payment of this Note, AND DO HEREBY WAIVE TRIAL BY JURY.


 


(a)
No delay or omission on the part of the Holder in exercising its rights under this Note, or course
of conduct relating hereto, shall operate as a waiver of such rights or any other right of the Holder, nor shall any waiver by the Holder
of any such right or rights on any one occasion be deemed a waiver of the same right or rights on any future occasion. 


 


(b)
THE COMPANY ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION,
AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH
THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE. 


 


Dated: March 23, 2022


 


ECO INNOVATION GROUP, INC. 


 


 


 


 


By: /s/ Julia Otey-Raudes     


Julia Otey-Raudes, CEO


 


 



    	  





    	 



    




FORM OF NOTICE OF CONVERSION


 


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


 


The undersigned hereby irrevocably elects to convert $ ________________
of the principal amount of the above Note into shares of Common Stock of Eco Innovation Group Inc. (the “Company”) according
to the conditions hereof, as of the date written below.


 


Date of Conversion: ___________________________________________
Applicable Conversion Price: ___________________________________


 


Number of shares of Common Stock beneficially owned or deemed
beneficially owned by the Holder on the Date of Conversion:


 


 


 


Signature: ____________________


Print Name: __________________


Address: ____________________


 


 


 


 


 




    	  





    	 



    


 


EXHIBIT B


EXCHANGE NOTE


 


CONVERTIBLE PROMISSORY NOTE 


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED
OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY
SATISFACTORY TO THE COMPANY THAT THIS NOTE MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER
THE ACT AND SUCH STATE SECURITIES LAWS.


 


	Principal Amount: $60,000.00	Issue Date: April 21, 2022


 


FOR VALUE RECEIVED, Eco Innovation Group, Inc., a Nevada corporation
(“Borrower”), promises to pay to Robert L. Hymers III, or his successors or assigns (“Lender”),
in accordance with the terms hereinafter provided, up to an aggregate of Sixty Thousand Dollars ($60,000.00) (the “Principal
Amount”), which amount is the $50,000.00 actual amount of the purchase price of the original promissory note for which this
note is exchanged (the “Consideration”) hereof plus an original issue discount in the amount of $10,000.00 (the “OID”).
The Principal Amount outstanding shall be due and payable on the first date that the Borrower has the ability to pay, and no later than
six (6) months from the Issuance Date. The due date of any outstanding Principal Amount and interest are referred to herein as the “Maturity
Date”, respectively. All payments under or pursuant to this Note refer to and shall be made in United States Dollars in immediately
available funds to the Holder at the address of the Holder first set forth above or at such other place as the Holder may designate from
time to time in writing to the Company or by wire transfer of funds to the Holder.


 


ARTICLE I


 


Section 1.1 Interest. Beginning on the issuance date of this
Note (the “Issuance Date”), the outstanding principal balance of this Note shall bear interest in arrears at a rate per annum
equal to ten percent (10%) accruing on a twelve month basis commencing on the Issuance Date, which, at the option of the Holder, may be
converted to shares of the


Company’s common stock, par value $0.001 per share (the
“Common Stock”) on the same terms as the Note.


 


Section 1.2 Payment on Non-Business Days. Whenever any payment
to be made shall be due on a Saturday, Sunday or a public holiday under the laws of the State of Nevada, such payment may be due on the
next succeeding business day and such next succeeding day shall be included in the calculation of the amount of accrued interest payable
on such date.


 


Section 1.3 Transfer. This Note may be transferred or sold,
subject to the provisions outlined herein, or pledged, hypothecated or otherwise granted as security by the Holder.


 


Section 1.4 Replacement. Upon receipt of a duly executed, notarized
and unsecured written statement from the Holder with respect to the loss, theft or destruction of this Note (or any replacement hereof),
and without requiring an indemnity bond or other security, or, in the case of a mutilation of this Note, upon surrender and cancellation
of such Note, the Company shall issue a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated Note.


 


Section 1.5. Registration Rights. If at any time the Company
shall determine to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to
an offering for its own account or the account of others under the Securities Act of any of its equity on Form S-1, or Form 1-A, the Company
shall cause the registration under the Securities Act of all the shares issuable upon conversion of this Note.


 






    	  





    	 



    

ARTICLE II


EVENTS OF DEFAULT;
REMEDIES


 


Section 2.1 Events of Default. The occurrence of any of the
following events shall be an “Event of Default” under this Note:


 


(l)
the Company shall fail to make the payment of any amount of principal outstanding on the date such



payment is due hereunder;


 


(m)
the Company shall fail to make any payment of interest for a period of three (3) days after the date
such 


interest is due;


 


(n)
the suspension from listing, without subsequent listing on any one of, or the failure of the Common
Stock to be listed on at least one of the OTC Bulletin Board, Nasdaq SmallCap Market, Nasdaq National Market, American Stock Exchange
or The New York Stock Exchange, Inc. for a period of five (5) consecutive Trading Days; 


 


(o)
the Company’s notice to the Holder, including by way of public announcement, at any time, of
its inability to comply or its intention not to comply with proper requests for conversion of this Note into shares of Common Stock; 


 


(p)
the Company shall fail to (i) timely deliver the shares of Common Stock upon conversion of the Note
or 


any accrued and unpaid interest, or (ii) make the payment of
any fees and/or liquidated damages under this Note;


 


(q)
any material representation or warranty made by the Company herein or in the Purchase Agreement or
any other Transaction Document shall prove to have been false or incorrect or breached in a material respect on the date as of which made;



 


(r)
the Company shall (A) default in any payment of any amount or amounts of principal of or interest
on any Indebtedness (other than the Indebtedness hereunder) the aggregate principal amount of which Indebtedness is in excess of $100,000
or (B) default in the observance or performance of any other agreement or condition relating to any Indebtedness or contained in any instrument
or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default
or other event or condition is to cause, or to permit the holder or holders or beneficiary or beneficiaries of such Indebtedness to cause
with the giving of notice if required, such Indebtedness to become due prior to its stated maturity; 


 


(s)
the Company shall (i) apply for or consent to the appointment of, or the taking of possession by,
a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or assets, (ii) make a general
assignment for the benefit of its creditors, (iii) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter
in effect) or under the comparable laws of any jurisdiction (foreign or domestic), (iv) file a petition seeking to take advantage of any
bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors’ rights generally,
(v) acquiesce in writing to any petition filed against it in an involuntary case under United States Bankruptcy Code (as now or hereafter
in effect) or under the comparable laws of any jurisdiction (foreign or domestic), (vi) issue a notice of bankruptcy or winding down of
its operations or issue a press release regarding same, or (vii) take any action under the laws of any jurisdiction (foreign or domestic)
analogous to any of the foregoing; 


 


 






    	  





    	 



    

(t)
a proceeding or case shall be commenced in respect of the Company, without its application or consent,
in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition
or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial
part of its assets in connection with the liquidation or dissolution of the Company or (iii) similar relief in respect of it under any
law providing for the relief of debtors, and such proceeding or case described in clause (i), (ii) or (iii) shall continue un-dismissed,
or un-stayed and in effect, for a period of sixty (60) days or any order for relief shall be entered in an involuntary case under United
States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic) against
the Company or action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing shall be taken with respect
to the Company and shall continue un-dismissed, or un-stayed and in effect for a period of sixty (60) days; or 


 


(u)
the failure of the Company to instruct its transfer agent to remove any legends from shares of Common
Stock eligible to be sold under Rule 144 of the Securities Act and issue such un- legended certificates to the Holder within five (5)
business days of the Holder’s request so long as the Holder has provided reasonable assurances and opinions of counsel to the Company
that such shares of Common Stock can be resold pursuant to Rule 144; or 


 


(v)
the failure of the Company to pay any amounts due to the Holder herein within three (3) business
days of receipt of notice to the Company. 


 


Section
2.2 Remedies Upon An Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may
at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due
and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all
of which are hereby expressly unconditionally and irrevocably waived by the Company; (b) demand that the principal amount of this Note
then outstanding shall be converted into shares of Common Stock at a Conversion Price (as defined in Section 3 hereof).


 


ARTICLE III


CONVERSION;
ANTIDILUTION; CONVERSION LIMITATIONS PREPAYMENT


 


Section 3.1 Conversion and Fixed Conversion Price. At any time,
at the option of the Holder, the Principal Amount of this Convertible Note, may be converted into shares of the Company's common stock,
$0.001 par value (the "Common Stock"), at the Holder’s discretion. The number of shares of Common Stock that this Convertible
Note or any portion hereof shall be converted into is based upon the conversion price of $0.0020 per share, corresponding to the current
per-share market value of Borrower’s common stock (the “Conversion Price”) and shall be determined by dividing the outstanding
Principal Amount, or any partial amount thereto, of the Convertible Note being converted, by the Conversion Price (the "Conversion
Shares"). Any request by Holder to convert must be accompanied by a written notice in the form attached hereto that the Holder hereof
elects to convert this Convertible Note, or a specified portion hereof, which notice shall also state the name or names (with address
or addresses) in such Common Stock shall be issued. No fractional shares will be issued upon any such conversion, but the Company shall
make adjustment therefor in cash, or by rounding to the nearest whole share. In the event of conversion of this Convertible Note in part
only, a new Convertible Note or Convertible Notes for the unconverted portion hereof will be issued in the name of the Holder upon the
cancellation of this Convertible Note.


 


 






    	  





    	 



    

Section 3.2 Stock Splits. The Fixed Conversion Price shall be
protected against all and any stock splits and shall adjusted in the event of any such stock split.


 


Section 3.3 Conversion Limitations. In no event shall the Holder
be allowed to effect any conversion of this Note if the issuable Conversion Shares of such conversion, along with all other shares of
Company Common Stock beneficially owned by the Holder and its affiliates, would exceed 4.99% of the outstanding shares of the Common Stock
of the Company (which may be increased up to 9.9% upon 61 days prior written notice by the Investor).


 


Section 3.4 Mechanics of Conversion.


 


(c)
Not later than three (3) Trading Days after any Conversion Date, the Company or its designated transfer
agent, as applicable, shall issue and deliver to the Depository Trust Company (“DTC”) account on the Holder’s behalf
via the Deposit Withdrawal Agent Commission System (“DWAC”) as specified in the Conversion Notice, registered in the name
of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. In the alternative, not
later than three (3) Trading Days after any Conversion Date, the Company shall deliver to the applicable Holder by express courier a certificate
or certificates which shall be free of restrictive legends and trading restrictions representing the number of shares of Common Stock
being acquired upon the conversion of this Note (the “Delivery Date”). Notwithstanding the foregoing to the contrary, the
Company or its transfer agent shall only be obligated to issue and deliver the shares to the DTC on the Holder’s behalf via DWAC
(or certificates free of restrictive legends) if such conversion is in connection with a sale and the Holder has complied with the applicable
prospectus delivery requirements. If in the case of any Conversion Notice such certificate or certificates are not delivered to or as
directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Company at any time on or
before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately
return this Note if tendered for conversion, whereupon the Company and the Holder shall each be restored to their respective positions
immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be
payable through the date notice of rescission is given to the Company. 


 


(d)
The Company understands that a delay in the delivery of the shares of Common Stock upon conversion
of this Note beyond the Delivery Date could result in economic loss to the Holder. If the Company fails to deliver to the Holder such
shares via DWAC or a certificate or certificates pursuant to this Section hereunder by the Delivery Date, the Company shall pay to such
Holder, in cash, an amount per Trading Day for each Trading Day until such shares are delivered via DWAC or certificates are delivered,
together with interest on such amount at a rate of 10% per annum, accruing until such amount and any accrued interest thereon is paid
in full, equal to the greater of (A) (i) 1% of the aggregate principal amount of the Note requested to be converted for the first five
(5) Trading Days after the Delivery Date and (ii) 2% of the aggregate principal amount of the Note requested to be converted for each
Trading Day thereafter and (B) $2,000 per day (which amount shall be paid as liquidated damages and not as a penalty). Nothing herein
shall limit a Holder’s right to pursue actual damages for the Company’s failure to deliver certificates representing shares
of Common Stock upon conversion within the period specified herein and such Holder shall have the right to pursue all remedies available
to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). Notwithstanding
anything to the contrary contained herein, the Holder shall be entitled to withdraw a Conversion Notice, and upon such withdrawal the
Company shall only be obligated to pay the liquidated damages accrued in accordance with this Section 3.3(b) through the date the Conversion
Notice is withdrawn. 


 


Section 3.5 Adjustment of Conversion Price.


 


(a) The Conversion Price shall be subject to adjustment
from time to time as follows:


 






    	  





    	 



    

(iii)
Adjustments for Stock Splits and Combinations. If the Company shall at any time or from time to time
after the Issuance Date, effect a stock split of the outstanding Common Stock, the applicable Conversion Price in effect immediately prior
to the stock split shall be proportionately decreased. If the 


Company shall at any time or from time to time after
the Issuance Date, combine the outstanding shares of Common Stock, the applicable Conversion Price in effect immediately prior to the
combination shall be proportionately increased. Any adjustments under shall be effective at the close of business on the date the stock
split or combination occurs.


 


(iv)
Adjustments for Certain Dividends and Distributions. If the Company shall at any time or from time
to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive
a dividend or other distribution payable in shares of Common Stock, then, and in each event, the applicable Conversion Price in effect
immediately prior to such event shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed,
as of the close of business on such record date, by multiplying, the applicable Conversion Price then in effect by a fraction: 


 


		(3)	the numerator of which shall be the total number of shares of Common Stock
issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and 



 


		(4)	the denominator of which shall be the total number of shares of Common Stock
issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of
shares of Common Stock issuable in payment of such dividend or distribution. 



 


(vii)
Adjustment for Other Dividends and Distributions. If the Company shall at any time or from time to
time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive
a dividend or other distribution payable in other than shares of Common Stock, then, and in each event, an appropriate revision to the
applicable Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the
holders of this Note shall receive upon conversions thereof, in addition to the number of shares of Common Stock receivable thereon, the
number of securities of the Company which they would have received had this Note been converted into Common Stock on the date of such
event and had thereafter, during the period from the date of such event to and including the Conversion Date, retained such securities
(together with any distributions payable thereon during such period), giving application to all adjustments called for during such period
under this Section with respect to the rights of the holders of this Note; provided, however, that if such record date shall have been
fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall
be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions. 


 


(viii)
Adjustments for Reclassification, Exchange or Substitution. If the Common Stock issuable upon conversion
of this Note at any time or from time to time after the Issuance Date shall be changed to the same or different number of shares of any
class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination
of shares or stock dividends, then, and in each event, an appropriate revision to the Conversion Price shall be made and provisions shall
be made (by adjustments of the Conversion Price or otherwise) so that the Holder shall have the right thereafter to convert this Note
into the kind and amount of shares of stock and other securities receivable upon reclassification, exchange, substitution or other change,
by holders of the number of shares of Common Stock into which such Note might have been converted immediately prior to such reclassification,
exchange, substitution or other change, all subject to further adjustment as provided herein. 


 






    	  





    	 



    

(ix)
Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from
time to time after the Issuance Date there shall be a capital reorganization of the or a merger or consolidation of the Company with or
into another corporation where the holders of outstanding voting securities prior to such merger or consolidation do not own over fifty
percent (50%) of the outstanding voting securities of the merged or consolidated entity, immediately after such of the Company’s
properties or assets to any other person (an “Organic Change”), then as a part of such Organic Change an appropriate revision
to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder
shall have the right thereafter to convert such Note into the kind and amount of shares of stock and other securities or property of the
Company or any successor corporation resulting from Organic Change. 


 


(x)
Issuance of Common Stock Equivalents. If the Company, at any time after the Issuance Date, shall issue any securities convertible into
or exchangeable for, directly or indirectly, Common Stock (“Convertible Securities”), other than the Note, or any rights
or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold (collectively, the “Common
Stock Equivalents”) and the aggregate of the price per share for which Additional Shares of Common Stock may be issuable thereafter
pursuant to such Common Stock Equivalent, plus the consideration received by the Company for issuance of such Common Stock Equivalent
divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the “Aggregate Per Common Share
Price”) shall be less than the applicable Conversion Price then in effect, or if, after any such issuance of Common Stock Equivalents,
the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as
so amended shall make the Aggregate Per Share Common Price be less than the applicable Conversion Price in effect at the time of such
amendment or adjustment, then the applicable Conversion Price upon each such issuance or amendment shall be adjusted on the basis that
(1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to
have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or
in part) as of the earlier of (A) the date on which the Company shall enter into a firm contract for the issuance of such Common Stock
Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent. No adjustment of the applicable Conversion Price shall
be made under this subsection (vii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants
or other subscription or purchase rights therefor, if any adjustment shall previously have been made to the exercise price of such warrants
then in effect upon the issuance of such warrants or other rights pursuant to this subsection (vii). No adjustment shall be made to the
Conversion Price upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common
Stock Equivalent where an adjustment to the Conversion Price was made as a result of the issuance or purchase of any Convertible Security
or Common Stock Equivalent.


 


(vii) Consideration for Stock. In
case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold:


 


		(3)   	in connection with any merger or consolidation in which the Company is the
surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Company
shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall
be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Company, of such portion
of the assets and business of the non-surviving corporation as such Board may determine to be attributable to such shares of Common Stock,
Convertible Securities, rights or warrants or options, as the case may be; or 



 


 






    	  





    	 



    

 


		(4)  	in the event of any consolidation or merger of the Company in which the
Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Company shall be changed
into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of
the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of shares
of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio
on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all
such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion
Price, or the number of shares of Common Stock issuable upon conversion of the Note, the determination of the applicable Conversion Price
or the number of shares of Common Stock issuable upon conversion of the Note immediately prior to such merger, consolidation or sale,
shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Note. In
the event Common Stock is issued with other shares or securities or other assets of the Company for consideration which covers both, the
consideration computed as provided in this Section 3.5(viii) shall be allocated among such securities and assets as determined in good
faith by the Board of Directors of the Company. 



 


(j)
Record Date. In case the Company shall take record of the holders of its Common Stock for the purpose
of entitling them to subscribe for or purchase Common Stock or Convertible Securities, then the date of the issue or sale of the shares
of Common Stock shall be deemed to be such record date. 


 


(k)
Certain Issues Excepted. Anything herein to the contrary notwithstanding, the Company shall not be
required to make any adjustment to the Conversion Price in connection with (i) securities issued (other than for cash) in connection with
a merger, acquisition, or consolidation, (ii) securities issued pursuant to a bona fide firm underwritten public offering of the Company’s
securities, (iii) securities issued pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding
on or prior to the date hereof or issued pursuant to the Purchase Agreement, (iv) the shares of Common Stock issuable upon the exercise
of Warrants, (v) securities issued in connection with strategic license agreements or other partnering arrangements so long as such issuances
are not for the purpose of raising capital, (vi) Common Stock issued or options to purchase Common Stock granted or issued pursuant to
the Company’s stock option plans and employee stock purchase plans as they now exist and (vii) the payment of any accrued interest
in shares of Common Stock pursuant to this Note. 


 


(l)
No Impairment. The Company shall not, by amendment of 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 to be observed or performed hereunder by the Company, but will
at all times in good faith, assist in the carrying out of all the provisions of this agreement and in the taking of all such action as
may be necessary or appropriate in order to protect the Conversion Rights of the Holder against impairment. In the event a Holder shall
elect to convert any Note as provided herein, the Company cannot refuse conversion based on any claim that such Holder or any one associated
or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or
for any reason whatsoever, unless, an injunction from a court, or notice, restraining and or adjoining conversion of all or of said Note
shall have issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to one hundred thirty percent
(130%) of the amount of the Note the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation
of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment. 


 


(m)
Certificates as to Adjustments. Upon occurrence of each adjustment or readjustment of the Conversion
Price or number of shares of Common Stock issuable upon conversion of this Note pursuant to this Section 3.5, the Company at its expense
shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Holder a certificate setting
forth such adjustment and readjustment, showing in detail the facts upon which such adjustment or readjustment is based. The Company shall,
upon written request of the Holder, at any time, furnish or cause to be furnished to the Holder a like certificate setting forth such
adjustments and readjustments, the applicable Conversion Price in effect at the time, and the number of shares of Common Stock and the
amount, if any, of other securities or property which at the time would be received upon the conversion of this Note. Notwithstanding
the foregoing, the Company shall not be obligated to deliver a certificate unless such certificate would reflect an increase or decrease
of at least one percent (1%) of such adjusted amount.


 


 






    	  





    	 



    




 


(n)
Issue Taxes. The Company shall pay any and all issue and other taxes, excluding federal, state or
local income taxes, that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of this Note pursuant
thereto; provided, however, that the Company shall not be obligated to pay any transfer taxes resulting from any transfer requested by
the Holder in connection with any such conversion. 


 


(o)
Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of this Note.
In lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall pay cash equal to the product of such
fraction multiplied by the average of the Closing Bid Prices of the Common Stock for the five (5) consecutive Trading Days immediately
preceding the Conversion Date. 


 


(p)
Reservation of Common Stock. The Company shall at all times when this Note shall be outstanding,
reserve and keep available out of its authorized but unissued Common Stock, such number of shares of Common Stock as shall from time to
time be sufficient to effect the conversion of this Note and all interest accrued thereon; provided that the number of shares of Common
Stock so reserved shall at no time be less than one hundred twenty percent (120%) of the number of shares of Common Stock for which this
Note and all interest accrued thereon are at any time convertible. The Company shall, from time to time in accordance with Nevada corporate
law, increase the authorized number of shares of Common Stock if at any time the unissued number of authorized shares shall not be sufficient
to satisfy the Company’s obligations under this agreement. 


 


(q)
Regulatory Compliance. If any shares of Common Stock to be reserved for the purpose of conversion
of this Note or any interest accrued thereon require registration or listing with or approval of any governmental authority, stock exchange
or other regulatory body under any federal or state law or regulation or otherwise before such shares may be validly issued or delivered
upon conversion, the Company shall, at its sole cost and expense, in good faith and as expeditiously as possible, endeavor to secure such
registration, listing or approval, as the case may be. 


 


Section 3.6 Inability to Fully Convert.


 


(c)
Holder’s Option if Company Cannot Fully Convert. If, upon the Company’s receipt of a
Conversion Notice, the Company cannot issue shares of Common Stock for any reason, including, without limitation, because the Company
(w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable
law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction
over the Company or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion
Notice, then the Company shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s Conversion
Notice and, with respect to the unconverted portion of this Note, the Holder, solely at Holder’s option, can elect to: (ii) void
its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the Conversion Notice
(provided that the Holder’s voiding its Conversion Notice shall not effect the Company’s obligations to make any payments
which have accrued prior to the date of such notice). 


 






    	  





    	 



    

In the event a Holder shall elect to convert
any portion of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated
or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or
for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes
shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal
amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation
of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.


 


(d)
Mechanics of Fulfilling Holder’s Election. The Company shall immediately send via facsimile to the Holder, upon receipt of a facsimile
copy of a Conversion Notice from the Holder which cannot be fully satisfied as described in Section 3.7(a) above, a notice of the Company’s
inability to fully satisfy the Conversion Notice (the “Inability to Fully Convert Notice”). Such Inability to Fully Convert
Notice shall indicate (i) the reason why the Company is unable to fully satisfy such holder’s Conversion Notice, (ii) the amount
of this Note which cannot be converted and (iii) the applicable Mandatory Prepayment Price. The Holder shall notify the Company of its
election pursuant to Section 3.7(a) above by delivering written notice via facsimile to the Company (“Notice in Response to


Inability to Convert”).


Section 3.7 No Rights as Shareholder. Nothing
contained in this Note shall be construed as conferring upon the Holder, prior to the conversion of this Note, the right to vote or to
receive dividends or to consent or to receive notice as a shareholder in respect of any meeting of shareholders for the election of directors
of the Company or of any other matter, or any other rights as a shareholder of the Company.


 


ARTICLE IV


		MISCELLANEOUS	



 


Section 4.1 Notices. Any notice, demand, request, waiver or
other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery by telex
(with correct answer back received), telecopy or facsimile at the address or number designated in the Purchase Agreement (if delivered
on a business day during normal business hours where such notice is to be received), or the first business day following such delivery
(if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business
day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such
mailing, whichever shall first occur. The Company will give written notice to the Holder at least ten (10) days prior to the date on which
the Company takes a record (x) with respect to any dividend or distribution upon the Common Stock, (y) with respect to any pro rata subscription
offer to holders of Common Stock or (z) for determining rights to vote with respect to any Organic Change, dissolution, liquidation or
winding-up and in no event shall such notice be provided to such holder prior to such information being made known to the public. The
Company will also give written notice to the Holder at least ten (10) days prior to the date on which any Organic Change, dissolution,
liquidation or winding-up will take place and in no event shall such notice be provided to the Holder prior to such information being
made known to the public.


 


Section 4.2 Governing Law. This Note shall be governed by and
construed in accordance with the internal laws of the State of California, without giving effect to any of the conflicts of law principles
which would result in the application of the substantive law of another jurisdiction. This Note shall not be interpreted or construed
with any presumption against the party causing this Note to be drafted.


 






    	  





    	 



    

Section 4.3 Headings. Article and section headings in this Note
are included herein for purposes of convenience of reference only and shall not constitute a part of this Note for any other purpose.


 


Section 4.4 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, at law or in equity (including, without limitation, a decree of specific performance and/or other injunctive relief),
no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall
limit a holder’s right to pursue actual damages for any failure by the Company to comply with the terms of this Note. 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 thereof 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 and material
harm to the Holder and that the remedy at law for any such breach may be inadequate. Therefore, the Company agrees that, in the event
of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available rights and remedies, at law
or in equity, to seek and obtain such equitable relief, including but not limited to an injunction restraining any such breach or threatened
breach, without the necessity of showing economic loss and without any bond or other security being required.


 


Section 4.5 Enforcement Expenses. The Company agrees to pay
all costs and expenses of enforcement of this Note, including, without limitation, reasonable attorneys’ fees and expenses.


 


Section 4.6 Binding Effect. The obligations of the Company and
the Holder set forth herein shall be binding upon the successors and assigns of each such party, whether or not such successors or assigns
are permitted by the terms hereof.


 


Section 4.7 Amendments. This Note may not be modified or amended
in any manner except in writing executed by the Company and the Holder.


 


Section 4.8 Compliance with Securities Laws. The Holder of this
Note acknowledges that this Note is being acquired solely for the Holder’s own account and not as a nominee for any other party,
and for investment, and that the Holder shall not offer, sell or otherwise dispose of this Note. This Note and any Note issued in substitution
or replacement therefor shall be stamped or imprinted with a legend in substantially the following form:


 


“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE
COMPANY THAT THIS NOTE MAY BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE
ACT AND SUCH STATE SECURITIES LAWS.”


 


Section 4.9 Consent to Jurisdiction. Each of the Company and
the Holder (i) hereby irrevocably submits to the exclusive jurisdiction of the State of California for the purposes of any suit, action
or proceeding arising out of or relating to this Note and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient
forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Holder consents to process being served
in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under the Purchase
Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section
4.9 shall affect or limit any right to serve process in any other manner permitted by law. Each of the Company and the Holder hereby agree
that the prevailing party in any suit, action or proceeding arising out of or relating to this Note shall be entitled to reimbursement
for reasonable legal fees from the non-prevailing party.


 






    	  





    	 



    

Section 4.10 Parties in Interest. This Note shall be binding
upon, inure to the benefit of and be enforceable by the Company, the Holder and their respective successors and permitted assigns.


 


Section 4.11 Failure or Indulgence Not Waiver. No failure or
delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right,
power or privilege.


 


Section 4.12 Company Waivers. Except as otherwise specifically
provided herein, the Company and all others that may become liable for all or any part of the obligations evidenced by this Note, hereby
waive presentment, demand, notice of nonpayment, protest and all other demands’ and notices in connection with the delivery, acceptance,
performance and enforcement of this Note, and do hereby consent to any number of renewals of extensions of the time or payment hereof
and agree that any such renewals or extensions may be made without notice to any such persons and without affecting their liability herein
and do further consent to the release of any person liable hereon, all without affecting the liability of the other persons, firms or
Company liable for the payment of this Note, AND DO HEREBY WAIVE TRIAL BY JURY.


 


(c)
No delay or omission on the part of the Holder in exercising its rights under this Note, or course
of conduct relating hereto, shall operate as a waiver of such rights or any other right of the Holder, nor shall any waiver by the Holder
of any such right or rights on any one occasion be deemed a waiver of the same right or rights on any future occasion. 


 


(d)
THE COMPANY ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION,
AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH
THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE. 


 


Dated: April 21, 2022


 


ECO INNOVATION GROUP, INC. 


 


 


 


 


By: /s/ Julia Otey-Raudes


Julia Otey-Raudes, CEO


 


 




    	  





    	 



    


 


FORM OF NOTICE OF CONVERSION


 


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


 


The undersigned hereby irrevocably elects to convert $ ________________
of the principal amount of the above Note into shares of Common Stock of Eco Innovation Group Inc. (the “Company”) according
to the conditions hereof, as of the date written below.


 


Date of Conversion: ___________________________________________
Applicable Conversion Price: ___________________________________


 


Number of shares of Common Stock beneficially owned or deemed
beneficially owned by the Holder on the Date of Conversion:


 


 


 


Signature: ____________________


Print Name: __________________


Address: ____________________