Exhibit 4.10


 


OID
PROMISSORY NOTE


 


	PRINCIPAL
    AMOUNT: $500,000	ISSUE DATE: March 5, 2020
	PURCHASE
    PRICE: $450,000	 
	ORIGINAL
    ISSUE DISCOUNT: $50,000	 


 


FOR
VALUE RECEIVED, the undersigned, SOVEREIGN PLASTICS, LLC, a Colorado limited liability company, having an address at
5000 Quorum Drive STE 400, Dallas, TX 75254 (the “Borrower”), hereby promises to pay to the order of MARK
VANDERBEEK, a Canadian citizen, having an address at Unit 105 – Benton Street, Kitchener, Ontario, Canada N2G 3H6 (the
“Lender”), the principal sum of


 


FIVE
HUNDRED THOUSAND DOLLARS and 00/100 ($500,000.00)


 


Any
amount of principal on this Note which is not paid on the or before the Maturity Date shall bear interest at the rate of fifteen
percent (15%) per annum from the Maturity Date until the same is paid (“Default Interest Rate”). All such payments
shall be made in lawful money of the United States of America to the Lender at the address shown above in immediately available
funds.


 


In
lieu of the accrual of interest on the outstanding principal amount hereof on any date prior to the Maturity Date, this Note carries
an original issue discount of $50,000 (the “OID”) thus the purchase price of this Note shall be $450,000, computed
as follow: $500,000 initial principal balance less the OID.


 


The
occurrence of an Event of Default shall entitle the Lender to accelerate the entire indebtedness hereunder and to take such action
as may be provided for in any other instrument or agreement evidencing and/or securing this Note.


 


The
Borrower, for itself and its legal representatives, successors and assigns, to the extent it may lawfully do so, hereby expressly
waives presentment, demand, protest, notice of protest, presentment for the purpose of accelerating maturity, diligence in collection,
and the benefit of any exemption under the homestead exemption laws, if any, any other exemption or insolvency laws, and consents
that the Lender may release or surrender, exchange or substitute any real or personal property or other collateral security now
held or which may hereafter be held as security for the payment of this Note, and may extend the time for payment or otherwise
modify the terms of payment of any part or the whole of the debt evidenced hereby without in any way affecting the liability of
the Borrower hereunder.


 


Notwithstanding
anything to the contrary contained herein, in no event shall the amount of interest paid or agreed to be paid hereunder exceed
the maximum amount of interest, which the Lender is permitted to receive under applicable law. If, from any circumstances whatsoever,
fulfillment of any provision hereof shall require a payment exceeding such maximum amount, then the obligation to be fulfilled
shall automatically be reduced to the limit of such validity and if, from any circumstances, the Lender should ever receive as
interest an amount which would exceed such maximum amount, such amount which would be excessive interest shall be applied to the
reduction of the principal balance evidenced hereby and not the payment of interest.


 






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No
failure or delay on the part of the Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or
the exercise of any other right, power or remedy hereunder. The remedies of the Lender hereunder are cumulative and not exclusive
of any remedies provided by law or otherwise available to the Lender. This Note may not be amended, waived, discharged or terminated
orally, but only by a statement in writing signed by the party against whom enforcement of the amendment, waiver, discharge or
termination is sought. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for
which given.


 


The
Borrower agrees to pay on demand all reasonable costs and expenses (including, without limitation, the reasonable fees and out-of-pocket
expenses of legal counsel) incurred by the Lender in connection with preserving, enforcing or exercising any rights or remedies
under this Note, whether or not legal action is instituted. Any fees, expenses or other charges which the Lender is entitled to
receive from the Borrower hereunder shall constitute an obligation of the Borrower pursuant to this Note, and shall, to the extent
actually paid by the Lender, bear interest until paid at the applicable rate set forth herein.


 


The
Borrower irrevocably submits to the exclusive jurisdiction of any New York court or any federal court sitting within the State
of New York over any suit, action or proceeding arising out of or relating to this Note. The Borrower irrevocably waives, to the
fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue of any such suit, action
or proceeding brought in such a court and any claim that any such suit, action or proceeding has been brought in an inconvenient
forum.


 


This
Note shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its principles
of conflicts of laws.


 


THE
BORROWER HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH IT IS A PARTY INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY MANNER ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS NOTE
OR THE RELATIONSHIP ESTABLISHED HEREUNDER.


 


[Signature
page follows]


 



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IN
WITNESS WHEREOF, the Borrower and Guarantors have caused this Note to be executed under their seal by duly authorized officers
as of the date first above written.


 


	Witness:	SOVEREIGN
    PLASTICS, LLC
	 	A
    Colorado limited liability company


 


	/s/ Khayal Algosaibi-Jones	 	By: 	/s/
    Daniel L. Hodges
	Name: 	Khayal
    Algosaibi-Jones	 	 	Name:
    Daniel L. Hodges
	 	 	 	 	Its:
    Executive Chairman


 


	 	COMSOVEREIGN HOLDING CORP.,


a Nevada corporation



	 	 	 
	 	By:	/s/ Daniel
L. Hodges
	 	 	Name:
    Daniel L. Hodges
	 	 	Its:
    CEO & Chairman


 


	 	GUARANTOR
	 	 	 
	 	By: 	/s/
    Daniel L. Hodges
	 	 	Name:
    Daniel L. Hodges


 


	 	AGREED:


MARK VANDERBEEK



	 	Lender
	 	 	 
	 	By:	/s/ Mark Vanderbeek
	 	 	Name: Mark Vanderbeek


 


[Signature
Page to Promissory Note dated March 5, 2020]


 


 


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