Common use of Calculation of Conversion Price Clause in Contracts

Calculation of Conversion Price. The Holder of this Note is entitled, at its option, at any time and after full cash payment for the shares convertible hereunder, to convert all or any amount of the principal face amount of this Note then outstanding into shares of Common Stock, at a price ("Conversion Price") for each share of Common Stock equal to 50% of the lowest closing price of the Common Stock as reported on the OTCQB maintained by the OTC Markets Group, Inc. upon which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future, for the twenty prior Trading Days including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. If the shares have not been delivered within 3 Trading Days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 Trading Days of receipt by the Company of the Notice of Conversion. Once the Holder has received such shares of Common Stock, the Holder shall surrender this Note to the Company, executed by the Holder evidencing such ▇▇▇▇▇▇'s intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 35% instead of 50% while that “Chill” is in effect.

Calculation of Conversion Price. The Holder of per share conversion price into which Principal Amount and interest (including any Default Interest) under this Note is entitledshall be convertible into shares of Common Stock hereunder as further described in this Note (the “Conversion Price”) shall equal $2.00, subject to adjustment as provided in this Note. If at its optionany time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. Holder shall be entitled to deduct $1,750.00 from the conversion amount in each Notice of Conversion to cover Holder’s fees associated with each Notice of Conversion. All such Conversion Price determinations are to be appropriately adjusted for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock. If the Company, at any time and after full cash payment for the shares convertible hereunder, to convert all or any amount of the principal face amount of while this Note then outstanding into shares of Common Stock, at is outstanding: (i) pays a price ("Conversion Price") for each share of Common Stock equal to 50% of the lowest closing price of the Common Stock as reported on the OTCQB maintained by the OTC Markets Group, Inc. upon which the Company’s shares are traded stock dividend or any exchange upon which the Common Stock may be traded otherwise makes a distribution or distributions payable in the future, for the twenty prior Trading Days including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. If the shares have not been delivered within 3 Trading Days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 Trading Days of receipt by the Company of the Notice of Conversion. Once the Holder has received such on shares of Common Stock or any Common Stock Equivalents, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, the Holder shall surrender this Note to any shares of capital stock of the Company, executed by then the Holder evidencing such ▇▇▇▇▇▇'s intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued but unpaid interest Conversion Price shall be subject to conversion. No fractional shares or scrip representing fractions multiplied by a fraction of shares will which the numerator shall be issued on conversion, but the number of shares issuable of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be rounded the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to the nearest whole shareimmediately preceding sentence shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. In the event “Common Stock Equivalents” means any securities of the Company experiences a DTC “Chill” on its shareswhich would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the conversion price shall be decreased holder thereof to 35% instead of 50% while that “Chill” is in effectreceive, Common Stock.

Calculation of Conversion Price. The Holder of this Note is entitled, at its option, at any time and after full cash payment for the shares convertible hereunder, ,to convert all or any amount of the principal face amount of this Note then outstanding into shares of Common Stock, at a price ("Conversion Price") for each share of Common Stock equal to 50% of the lowest closing price of the Common Stock as reported on the OTCQB maintained by the OTC Markets Group, Inc. upon which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future, for the twenty prior Trading twentypriorTrading Days including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. If the shares have not been delivered within 3 Trading Days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 Trading Days of receipt by the Company of the Notice of Conversion. Once the Holder has received such shares of Common Stock, the Holder shall surrender this Note to the Company, executed by the Holder evidencing such ▇▇▇▇▇▇'s intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 35% instead of 50% while that “Chill” is in effect.

Calculation of Conversion Price. The Holder of per share conversion price (the “Conversion Price”) into which Principal Amount and accrued interest (including any Default Interest) thereon under this Note is entitled, at its option, at any time and after full cash payment for the shares shall be convertible hereunder, to convert all or any amount of the principal face amount of this Note then outstanding into shares of Common Stock, at a price ("Conversion Price") for each share of Common Stock hereunder shall be equal to 5070% multiplied by the lower of (1) the volume weighted average of the lowest closing sales price of the Common Stock as reported on the OTCQB maintained by date that the OTC Markets GroupUplisting is successfully consummated or (2) the lowest closing price for the five trading days following the date of Uplisting, Inc. upon which not including the Company’s shares are traded Uplisting day (subject to adjustment as provided herein) if an Uplisting has occurred on or any exchange upon which before 3:30 p.m. ET on __________, 2022; provided, further, and notwithstanding the Common Stock may be traded above calculation of the Conversion Price, if, prior to the repayment or conversion of this Note, in the future, for the twenty prior Trading Days including the day upon which a Notice of Conversion is received by event the Company consummates a registered or unregistered primary offering of its securities for capital raising purposes (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing pricea “Primary Offering”). “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. If the shares have not been delivered within 3 Trading Days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 Trading Days of receipt by the Company of the Notice of Conversion. Once the Holder has received such shares of Common Stock, the Holder shall surrender have the right, in its discretion, to (x) demand repayment in full of an amount equal to any outstanding Principal Amount and interest (including Default Interest) under this Note as of the closing date of the Primary Offering or (y) convert any outstanding Principal Amount and interest (including any Default Interest) under this Note into Common Stock at the closing of such Primary Offering at a Conversion Price equal to the Companylower of (i) the Conversion Price and (ii) a 30% discount to the offering price to investors in the Primary Offering. The Company shall provide the Holder no less than three (3) business days’ notice of the anticipated closing of a Primary Offering and an opportunity to exercise its conversion rights in connection therewith. To the extent the Conversion Price is below the par value per share, executed the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law, provided however that the Company agrees to honor all conversions submitted pending this increase. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder evidencing such ▇▇▇▇▇▇'s intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole sharepar value price. In the event the Company experiences has a “DTC “Chill” on its shares, an additional discount of 10% shall apply to the conversion price shall be decreased to 35% instead of 50% Conversion Price while that such “DTC Chill” is in effect.

Calculation of Conversion Price. The Holder of per share conversion price into which Principal Amount under this Note is entitledshall be convertible into shares of Common Stock hereunder as further described in this Note (the “Conversion Price”) shall equal $2.00, subject to adjustment as provided in this Note. If at its optionany time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. Holder shall be entitled to deduct $1,750.00 from the conversion amount in each Notice of Conversion to cover Holder’s fees associated with each Notice of Conversion. All such Conversion Price determinations are to be appropriately adjusted for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock. If the Company, at any time and after full cash payment for the shares convertible hereunder, to convert all or any amount of the principal face amount of while this Note then outstanding into shares of Common Stock, at is outstanding: (i) pays a price ("Conversion Price") for each share of Common Stock equal to 50% of the lowest closing price of the Common Stock as reported on the OTCQB maintained by the OTC Markets Group, Inc. upon which the Company’s shares are traded stock dividend or any exchange upon which the Common Stock may be traded otherwise makes a distribution or distributions payable in the future, for the twenty prior Trading Days including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. If the shares have not been delivered within 3 Trading Days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 Trading Days of receipt by the Company of the Notice of Conversion. Once the Holder has received such on shares of Common Stock or any Common Stock Equivalents, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, the Holder shall surrender this Note to any shares of capital stock of the Company, executed by then the Holder evidencing such ▇▇▇▇▇▇'s intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued but unpaid interest Conversion Price shall be subject to conversion. No fractional shares or scrip representing fractions multiplied by a fraction of shares will which the numerator shall be issued on conversion, but the number of shares issuable of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be rounded the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to the nearest whole shareimmediately preceding sentence shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. In the event “Common Stock Equivalents” means any securities of the Company experiences a DTC “Chill” on its shareswhich would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the conversion price shall be decreased holder thereof to 35% instead of 50% while that “Chill” is in effectreceive, Common Stock.

Calculation of Conversion Price. The Holder conversion price (the “Conversion Price”) shall equal the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of this Note is entitled, at its option, at any time and after full cash payment for the shares convertible hereunder, to convert all or any amount subsidiary of the principal face amount of this Note then outstanding into shares of Common StockBorrower, at a price (combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Variable Conversion Price") for each share of Common Stock " shall mean an amount equal to 5025% multiplied by the Market Price (as defined herein) (representing a discount rate of 75%). The “Market Price” shall mean the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the thirty (30) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing price of such security is available in any of the Common Stock as reported on foregoing manners, the OTCQB maintained average of the closing prices of any market makers for such security that are listed in the “pink sheets” by the OTC Markets GroupNational Quotation Bureau, Inc. upon If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the Company’s shares are traded or any exchange upon which calculation of the Common Stock may be traded Trading Price is required in order to determine the future, for the twenty prior Trading Days including the day upon which a Notice Conversion Price of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price)Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCOTCBB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. If the shares have not been delivered within 3 Trading Days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 Trading Days of receipt by the Company of the Notice of Conversion. Once the Holder has received such shares of Common Stock, the Holder shall surrender this Note to the Company, executed by the Holder evidencing such ▇▇▇▇▇▇'s intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 35% instead of 50% while that “Chill” is in effect.

Calculation of Conversion Price. The Holder Subject to the adjustments described herein, the conversion price (as adjusted, the “Conversion Price”) shall equal (x) until the date of the Shareholder Approval the greater of (a) $1.23 (the “Nasdaq Minimum Price”), and (b) the lower of the average VWAP over the ten (10) Trading Day period either (i) ending on date of conversion of this Note is entitled, at its option, at any time or (ii) the date hereof and after full cash payment for (y) following the shares convertible hereunder, to convert all or any amount date of the principal face amount Shareholder Approval, the greater of the average VWAP over the ten (10) Trading Day period either (i) ending on date of conversion of this Note then outstanding into shares or (ii) $0.70 (the “Floor Price”). For the avoidance of Common Stockdoubt, no conversion may be effected under this Note at a price per share less than the Floor Price, notwithstanding the receipt of Shareholder Approval. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares of the Borrower’s Common Stock have not been delivered within three ("3) business days to the Borrower or Borrower’s transfer agent, the Notice of Conversion may be rescinded. At any time after the Closing Date, if in the case that the Borrower’s Common Stock is not deliverable by DWAC (including if the Borrower’s transfer agent has a policy prohibiting or limiting delivery of shares of the Borrower’s Common Stock specified in a Notice of Conversion), an additional 10% discount will apply for all future conversions under all Notes until DWAC delivery becomes available. If in the case that the Borrower’s Common Stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, a 15% discount shall apply for all future conversions under all Note until such chill is lifted. Additionally, if the Borrower ceases to be a reporting company pursuant to the 1934 Act or if the Note cannot be converted into free trading shares after one hundred eighty-one (181) days from the Issue Date (other than as a result of the Holder’s status as an affiliate of the Company), an additional 15% discount will be attributed to the Conversion Price") . “VWAP” shall mean the daily dollar volume-weighted average sale price for each share of the Common Stock equal to 50% on the Trading Market on any particular Trading Day during the period beginning at 9:30 a.m., New York City Time (or such other time as the Trading Market publicly announces is the official open of trading), and ending at 4:00 p.m., New York City Time (or such other time as the Trading Market publicly announces is the official close of trading), as reported by Bloomberg through its “Volume at Price”, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the Common Stock market makers for such security as reported in the Trading Market. If the VWAP cannot be calculated for such security on such date on any of the OTCQB maintained foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the OTC Markets GroupBorrower and the Holder. All such determinations of VWAP shall be appropriately and equitably adjusted in accordance with the provisions set forth herein for any stock dividend, Inc. upon which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the futurestock split, for the twenty prior Trading Days including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax stock combination or other electronic method of communication similar transaction occurring during any period used to determine the Company after 4 P.M. Eastern Standard Market Price (or Daylight Savings Time if the Holder wishes to include the same day closing priceother period utilizing VWAPs). “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, Trading Market. “Trading Market” shall mean the Nasdaq Capital Market or on the any other principal securities exchange or other securities market on which the Common Stock is then being traded. If The Borrower shall be responsible for the shares have not been delivered within 3 Trading Days, fees of its transfer agent and all DTC fees associated with any such issuance. Holder shall be entitled to deduct $500.00 from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion. While this Note is outstanding, each time any 3rd party has the right to convert monies owed to that 3rd party (or receive shares pursuant to a settlement or otherwise), including but not limited to under Section 3(a)(9) and Section 3(a)(10), at a discount to market greater than the Conversion Price in effect at that time (prior to all other applicable adjustments in the Note), but excluding any 3rd party loans that are already outstanding on the Issue Date, then the Holder, in Holder’s sole discretion, may be rescindedutilize such greater discount percentage (prior to all applicable adjustments in this Note) until this Note is no longer outstanding. Such conversion While this Note is outstanding, each time any 3rd party has a look back period greater than the look back period in effect under the Note at that time, including but not limited to under Section 3(a)(9) and Section 3(a)(10), excluding any 3rd party loans that are already outstanding on the Issue Date, then the Holder, in Holder’s sole discretion, may utilize such greater number of look back days until this Note is no longer outstanding. The Borrower shall be effectuated by the Company delivering the shares of Common Stock give written notice to the Holder within 3 Trading Days one (1) business day of receipt by the Company becoming aware of the Notice of Conversion. Once any event that could permit the Holder has received such shares of Common Stock, to make any adjustment described in the Holder shall surrender this Note to the Company, executed by the Holder evidencing such ▇▇▇▇▇▇'s intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 35% instead of 50% while that “Chill” is in effecttwo immediately preceding sentences.

Calculation of Conversion Price. The Holder conversion price (the “Conversion Price”) shall equal the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of this Note is entitled, at its option, at any time and after full cash payment for the shares convertible hereunder, to convert all or any amount subsidiary of the principal face amount of this Note then outstanding into shares of Common StockBorrower, at a price (combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Variable Conversion Price"" shall mean 61% multiplied by the Market Price (as defined herein) for each share (representing a discount rate of Common Stock equal to 50% 39%). “Market Price” means the average of the lowest closing price of three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the closing bid price of such security on the OTCQB maintained principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the OTC Markets GroupNational Quotation Bureau, Inc. upon If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the Company’s shares are traded or any exchange upon which calculation of the Common Stock may be traded Trading Price is required in order to determine the future, for the twenty prior Trading Days including the day upon which a Notice Conversion Price of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price)Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCOTCBB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. If the shares have not been delivered within 3 Trading Days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 Trading Days of receipt by the Company of the Notice of Conversion. Once the Holder has received such shares of Common Stock, the Holder shall surrender this Note to the Company, executed by the Holder evidencing such ▇▇▇▇▇▇'s intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 35% instead of 50% while that “Chill” is in effect.

Calculation of Conversion Price. The Holder of per share conversion price (the “Conversion Price”) into which Principal Amount and accrued interest (including any Default Interest) thereon under this Note is entitled, at its option, at any time and after full cash payment for the shares shall be convertible hereunder, to convert all or any amount of the principal face amount of this Note then outstanding into shares of Common Stock, at a price ("Conversion Price") for each share of Common Stock hereunder shall be equal to 5070% multiplied by the lower of (1) the volume weighted average of the lowest closing sales price of the Common Stock as reported on the OTCQB maintained by date that the OTC Markets GroupUplisting is successfully consummated or (2) the lowest closing price for the five trading days following the date of Uplisting, Inc. upon which not including the Company’s shares are traded Uplisting day (subject to adjustment as provided herein) if an Uplisting has occurred on or any exchange upon which before 3:30 p.m. ET on December 31, 2022; provided, further, and notwithstanding the Common Stock may be traded above calculation of the Conversion Price, if, prior to the repayment or conversion of this Note, in the future, for the twenty prior Trading Days including the day upon which a Notice of Conversion is received by event the Company consummates a registered or unregistered primary offering of its securities for capital raising purposes (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing pricea “Primary Offering”). “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. If the shares have not been delivered within 3 Trading Days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 Trading Days of receipt by the Company of the Notice of Conversion. Once the Holder has received such shares of Common Stock, the Holder shall surrender have the right, in its discretion, to (x) demand repayment in full of an amount equal to any outstanding Principal Amount and interest (including Default Interest) under this Note as of the closing date of the Primary Offering or (y) convert any outstanding Principal Amount and interest (including any Default Interest) under this Note into Common Stock at the closing of such Primary Offering at a Conversion Price equal to the Companylower of (i) the Conversion Price and (ii) a 30% discount to the offering price to investors in the Primary Offering. The Company shall provide the Holder no less than three (3) business days’ notice of the anticipated closing of a Primary Offering and an opportunity to exercise its conversion rights in connection therewith. To the extent the Conversion Price is below the par value per share, executed the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law, provided however that the Company agrees to honor all conversions submitted pending this increase. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder evidencing such ▇▇▇▇▇▇'s intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole sharepar value price. In the event the Company experiences has a “DTC “Chill” on its shares, an additional discount of 10% shall apply to the conversion price shall be decreased to 35% instead of 50% Conversion Price while that such “DTC Chill” is in effect.

Calculation of Conversion Price. The Holder of this Note is entitled, at its option, at any time and after full cash payment for the shares convertible hereunder, to convert all or any amount of the principal face amount of this Note then outstanding per share conversion price into shares of Common Stock, at a price ("Conversion Price") for each share of Common Stock equal to 50% of the lowest closing price of the Common Stock as reported on the OTCQB maintained by the OTC Markets Group, Inc. upon which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future, for the twenty prior Trading Days including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. If the shares have not been delivered within 3 Trading Days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 Trading Days of receipt by the Company of the Notice of Conversion. Once the Holder has received such shares of Common Stock, the Holder shall surrender this Note to the Company, executed by the Holder evidencing such Principal ▇▇▇▇▇▇'s intention to convert ▇ and Default Interest (if any) under this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued but unpaid interest shall be convertible into shares of Common Stock hereunder as further described in this Note (the “Conversion Price”) shall equal $2.00, subject to conversionadjustment as provided in this Note. No fractional If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. Holder shall be entitled to deduct $1,750.00 from the conversion amount in each Notice of Conversion to cover Holder’s fees associated with each Notice of Conversion. All such Conversion Price determinations are to be appropriately adjusted for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or scrip representing fractions (iv) issues, in the event of a reclassification of shares will of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be issued on conversion, but multiplied by a fraction of which the numerator shall be the number of shares issuable of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be rounded the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to the nearest whole shareimmediately preceding sentence shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. In the event “Common Stock Equivalents” means any securities of the Company experiences a DTC “Chill” on its shareswhich would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the conversion price shall be decreased holder thereof to 35% instead of 50% while that “Chill” is in effectreceive, Common Stock.

Calculation of Conversion Price. The Holder conversion price (the “Conversion Price”) shall be the Variable Conversion Price (as defined herein)(subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of this Note is entitled, at its option, at any time and after full cash payment for the shares convertible hereunder, to convert all or any amount subsidiary of the principal face amount of this Note then outstanding into shares of Common StockBorrower, at a price ("combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price") for each share of Common Stock ” shall be equal to 50a 40% discount from the lowest Daily Volume Weighted Average Price (“VWAP”) in the five days prior to the date of Conversion. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of the lowest closing price Notes being converted for which the calculation of the Common Stock as reported on Trading Price is required in order to determine the OTCQB maintained by the OTC Markets Group, Inc. upon which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future, for the twenty prior Trading Days including the day upon which a Notice Conversion Price of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price)Notes. “Trading Day” shall mean any day on which the Common Stock is tradable traded for any period on the OTCOTCBB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. If the Issuer’s Common stock is chilled for deposit at DTC and/or becomes chilled at any point while this Agreement remains outstanding, an additional 5% discount will be attributed to the Conversion Price defined hereof. If the Borrower is unable to issue any shares have not been delivered within 3 Trading Daysunder this provision due to the fact that there is an insufficient number of authorized and unissued shares available, the Notice Holder promises not to force the Borrower to issue these shares or trigger an Event of Conversion may be rescinded. Such conversion shall be effectuated by Default, provided that Borrower takes immediate steps required to get the Company delivering appropriate level of approval from shareholders or the board of directors, where applicable to raise the number of authorized shares of Common Stock to the Holder within 3 Trading Days of receipt by the Company of satisfy the Notice of Conversion. Once the Holder has received such shares of Common Stock, the Holder shall surrender this Note to the Company, executed by the Holder evidencing such ▇▇▇▇▇▇'s intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 35% instead of 50% while that “Chill” is in effect.

Calculation of Conversion Price. “The Holder per share conversion price into which the Principal Amount and the interest (including any Default Interest) under the Note shall be convertible into shares of this Common Stock hereunder as further described in the Note (the “Conversion Price”) shall equal $1.02 (the “Nasdaq Minimum Price”), which shall be no less than the “Minimum Price” as defined in Nasdaq Listing Rule 5635(d) (or any successor rule) as of the date of issuance of the Note, subject only to adjustment for stock splits, stock combinations, stock dividends and similar recapitalizations as provided in the Note.” The “Principal Market” shall mean the principal securities exchange or trading market where such Common Stock is entitledlisted or traded, at its optionincluding but not limited to any tier of the OTC Markets, any tier of the NASDAQ Stock Market (including NASDAQ Capital Market), or the NYSE American, or any successor to such markets. All such Conversion Price determinations are to be appropriately adjusted for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock. If the Company, at any time and after full cash payment for while the shares convertible hereunder, to convert all Note is outstanding: (i) pays a stock dividend or any amount of the principal face amount of this Note then outstanding into otherwise makes a distribution or distributions payable in shares of Common Stock, at a price ("Conversion Price") for each share Stock on shares of Common Stock equal to 50% or any Common Stock Equivalents, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the lowest closing Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to the immediately preceding sentence shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. “Common Stock Equivalents” means any securities of the Company or the Company’s Subsidiaries (as defined in the Purchase Agreement) which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Subject to the rules and regulations of the Principal Market, the Company may, with the prior written consent of the Holder, reduce the then applicable Conversion Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company; provided, however, that no such reduction shall (i) result in an effective conversion price that reflects a discount to the market price of the Common Stock greater than twenty-five percent (25%) as reported on of the OTCQB maintained time of such reduction, or (ii) otherwise cause the Note or the Conversion Shares issuable upon conversion thereof to constitute a “Restricted Issuance” as defined in Section 4 of that certain Note Purchase Agreement dated June 26, 2025 by the OTC Markets Group, Inc. upon which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future, for the twenty prior Trading Days including the day upon which a Notice of Conversion is received by and between the Company and Streeterville Capital, LLC, without the prior written consent of Streeterville Capital, LLC (provided such Notice or its successor or assign as holder of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing priceStreeterville Note). “Trading Day” shall mean any day on which For the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. If the shares have not been delivered within 3 Trading Days, the Notice avoidance of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 Trading Days of receipt by the Company of the Notice of Conversion. Once the Holder has received such shares of Common Stockdoubt, the Holder shall surrender this Note not be required to effectuate any conversion in the event of any reduction in Conversion Price by the Company, executed by the Holder evidencing such ▇▇▇▇▇▇'s intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 35% instead of 50% while that “Chill” is in effect.

Calculation of Conversion Price. The Holder of per share conversion price into which any Principal Amount and interest (including any Default Interest) under this Note is entitled, at its option, at any time and after full cash payment for the shares shall be convertible hereunder, to convert all or any amount of the principal face amount of this Note then outstanding into shares of Common Stock, at a price Stock hereunder ("the “Conversion Price"”) for each share of Common Stock shall be equal to 5060% of multiplied by the lowest closing volume-weighted average price of the Common Stock as reported on the OTCQB maintained (or if not reported, as calculated by the OTC Markets Group, Inc. upon which Holder in good faith) during the Company’s shares are traded or any exchange upon which thirty (30) consecutive Trading Day period immediately preceding the Common Stock may be traded in Trading Day that the future, for the twenty prior Trading Days including the day upon which Company receives a Notice of Conversion; and provided, further, however, and notwithstanding the above calculation of the Conversion is received by the Company (provided such Notice Price or any other calculation of Conversion is delivered by fax or other electronic method of communication Price pursuant to the Company after 4 P.M. Eastern Standard or Daylight Savings Time this Section 1.2, if the Holder wishes to include the same day closing price). “Trading Day” shall mean any day on which bid price of the Common Stock is tradable for any period less than the Conversion Price on the OTC, or on date following the principal securities exchange or other securities market Conversion Date (the “Free Trading Share Receipt Date”) on which the Holder actually receives from the Company or its transfer agent Conversion Shares issuable pursuant to this Section 1 which are immediately upon receipt unrestricted and freely tradable by the Holder either by way of (A) registration under the 1933 Act or (B) pursuant to Rule 144 under the 1933 Act (or a successor rule) (“Rule 144”), Rule 144A under the 1933 Act (or a successor rule) (“Rule 144A”) or Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), then the Conversion Price shall be deemed to have been retroactively adjusted, as of the Conversion Date, to a price equal to 75% multiplied by the closing bid price of the Common Stock is then being traded. If on the shares have not been delivered within 3 Free Trading DaysShares Receipt Date (the “Free Trading Shares Receipt Date Conversion Price”), the Notice of Conversion may be rescinded. Such conversion shall be effectuated by and the Company delivering shall, on the shares of Common Stock Trading Day following the Free Trading Share Receipt Date, issue to the Holder within 3 Trading Days additional shares of receipt by unrestricted, freely tradable Common Stock equal to the Company difference between (Y) the number of Conversion Shares receivable upon conversion of the Notice applicable Conversion Amount at the Conversion Price and (Z) the number of Conversion. Once Conversion Shares receivable upon conversion of the Holder has received such shares applicable Conversion Amount at the Free Trading Shares Receipt Date Conversion Price; and provided, further, however, and notwithstanding the above calculation of Common Stockthe Conversion Price, if, prior to the repayment or conversion of this Note, in the event the Borrower consummates a registered or unregistered primary offering of its securities for capital raising purposes (a “Primary Offering”), the Holder shall surrender have the right, in its discretion, to (x) demand repayment in full of an amount equal to any outstanding Principal Amount and interest (including Default Interest) under this Note to as of the Company, executed by closing date of the Holder evidencing such ▇▇▇▇▇▇'s intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 35% instead of 50% while that “Chill” is in effectPrimary Offering.

Calculation of Conversion Price. The Holder of per share conversion price into which Principal Amount and interest (including any Default Interest) under this Note is entitledshall be convertible into shares of Common Stock hereunder as further described in this Note shall equal $1.60, subject to adjustment as provided in this Note (the “Conversion Price”). If at its optionany time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. Holder shall be entitled to deduct $1,750.00 from the conversion amount in each Notice of Conversion to cover Holder’s fees associated with each Notice of Conversion. All such Conversion Price determinations are to be appropriately adjusted for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock. If the Company, at any time and after full cash payment for the shares convertible hereunder, to convert all or any amount of the principal face amount of while this Note then outstanding into shares of Common Stock, at is outstanding: (i) pays a price ("Conversion Price") for each share of Common Stock equal to 50% of the lowest closing price of the Common Stock as reported on the OTCQB maintained by the OTC Markets Group, Inc. upon which the Company’s shares are traded stock dividend or any exchange upon which the Common Stock may be traded otherwise makes a distribution or distributions payable in the future, for the twenty prior Trading Days including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. If the shares have not been delivered within 3 Trading Days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 Trading Days of receipt by the Company of the Notice of Conversion. Once the Holder has received such on shares of Common Stock or any Common Stock Equivalents, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, the Holder shall surrender this Note to any shares of capital stock of the Company, executed by then the Holder evidencing such ▇▇▇▇▇▇'s intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued but unpaid interest Conversion Price shall be subject to conversion. No fractional shares or scrip representing fractions multiplied by a fraction of shares will which the numerator shall be issued on conversion, but the number of shares issuable of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be rounded the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to the nearest whole shareimmediately preceding sentence shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. In the event “Common Stock Equivalents” means any securities of the Company experiences a DTC “Chill” on its sharesor the Company’s subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the conversion price shall be decreased holder thereof to 35% instead of 50% while that “Chill” is in effectreceive, Common Stock.

Calculation of Conversion Price. The Holder of per share conversion price into which Principal Amount and interest (including any Default Interest) under this Note is entitled, at its option, at any time and after full cash payment for the shares shall be convertible hereunder, to convert all or any amount of the principal face amount of this Note then outstanding into shares of Common StockStock hereunder (the “Conversion Price”) shall be equal to [TBD]1 (the “Fixed Conversion Price”); provided, at however that from and after the occurrence of any Event of Default hereunder, the Conversion Price shall be a price ("the “Default Conversion Price"”) for each share of Common Stock equal to 50the lower of: (i) the Fixed Conversion Price or (ii) 55% of multiplied by the lowest closing sales price of the Common Stock as reported on during the OTCQB maintained by twenty-one (21) consecutive Trading Day period immediately preceding the OTC Markets Group, Inc. upon which Trading Day that the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future, for the twenty prior Trading Days including the day upon which Company receives a Notice of Conversion; provided, further, however, and notwithstanding the above calculation of the Conversion is received by the Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication Price, if, prior to the Company after 4 P.M. Eastern Standard repayment or Daylight Savings Time if conversion of this Note, in the Holder wishes to include event the same day closing priceBorrower consummates a registered or unregistered primary offering of its securities for capital raising purposes (a “Primary Offering”) other than Excepted Issuances (as defined below). “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. If the shares have not been delivered within 3 Trading Days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 Trading Days of receipt by the Company of the Notice of Conversion. Once the Holder has received such shares of Common Stock, the Holder shall surrender have the right, in its discretion, to (x) demand repayment in full of an amount equal to any outstanding Principal Amount and interest (including Default Interest) under this Note as of the closing date of the Primary Offering or (y) convert any outstanding Principal Amount and interest (including any Default Interest) under this Note into Common Stock at the closing of such Primary Offering at a Conversion Price equal to the Companylower of (i) the Fixed Conversion Price and (ii) a 10% discount to the offering price to investors in the Primary Offering; provided, executed by however, that from and after the occurrence of any Event of Default hereunder, the Conversion Price shall equal the lower of (A) the Fixed Conversion Price and (B) a 20% discount to the offering price to investors in the Primary Offering. The Borrower shall provide the Holder evidencing no less than ten (10) business days’ notice of the anticipated closing of a Primary Offering and an opportunity to exercise its conversion rights in connection therewith or if such ▇▇▇▇▇▇'s intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded notice is not given prior to the nearest whole shareclosing, for ten (10) business days after the notice is given. In 1 FirstFire to choose on signing of documents: either (A) 200% of the event closing stock price on 12/14/16 or (B) the Company experiences lesser of (i) $5.55 per share or (ii) a DTC “Chill” on its shares, price per share equal to eighty percent (80%) of the conversion price shall be decreased to 35% instead of 50% while that “Chill” is per share issued in effectthe next Subsequent Offering (as defined the SPA).

Calculation of Conversion Price. The Holder of this Note is entitledSubject to the adjustments described herein, at its option, at any time and after full cash payment for the shares convertible hereunder, to convert all or any amount of the principal face amount of this Note then outstanding into shares of Common Stock, at a conversion price ("the “Conversion Price"”) for each share of Common Stock shall equal to 50% the lesser of the lowest closing bid price of the Company Common Stock as reported on for the OTCQB maintained by trading day immediately preceding (at the OTC Markets Groupelection of the Holder), Inc. upon which either: (i) the Companydelivery of a notice of default, (ii) the delivery of a notice of conversion resulting from such default, or (iii) the Issue Date of the Note. To the extent the Conversion Price of the Borrower’s shares are traded or any exchange upon which the Common Stock may be traded in closes below the futurepar value per share, for the twenty prior Trading Days including Borrower will take all steps necessary to solicit the day upon which a consent of the stockholders to reduce the par value to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Borrower or Borrower’s transfer agent, the Notice of Conversion is received may be rescinded. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Company (provided Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price)Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCOTC Pink, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being traded. If The Borrower shall be responsible for the shares have not been delivered within 3 Trading Days, fees of its transfer agent and all DTC fees associated with any such issuance. Holder shall be entitled to deduct $750.00 from the conversion amount in each Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 Trading Days of receipt by the Company of the cover Holder’s deposit fees associated with each Notice of Conversion. Once the Holder has received such shares of Common Stock, the Holder shall surrender this Note to the Company, executed by the Holder evidencing such ▇▇▇▇▇▇'s intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 35% instead of 50% while that “Chill” is in effect.

Calculation of Conversion Price. The Holder of this Note is entitled, at its option, at any time and after full cash payment for conversion price hereunder (the shares convertible hereunder, to convert all or any amount of the principal face amount of this Note then outstanding into shares of Common Stock, at a price ("“Conversion Price"”) for each share of Common Stock shall equal to 50% of the lowest lower of: (i) the closing sale price of the Common Stock as reported on the OTCQB maintained by Principal Market on the OTC Markets GroupTrading Day immediately preceding the Closing Date, Inc. upon which and (ii) 50% of either the lowest sale price for the Common Stock on the Principal Market during the twenty-five (25) consecutive Trading Days including and immediately preceding the Conversion Date, or the closing bid price, whichever is lower, provided, however, if the Company’s shares are traded share price at any time loses the bid (ex: 0.0001 on the ask with zero market makers on the bid on level 2), then the Conversion Price may, in the Holder’s sole and absolute discretion, be reduced to a fixed conversion price of 0.00001 (if lower than the conversion price otherwise), and provided, that if on the date of delivery of the Conversion Shares to the Holder, or any exchange upon date thereafter while Conversion Shares are held by the Holder, the closing bid price per share of Common Stock on the Principal Market on the Trading Day on which the Common Shares are traded is less than the sale price per share of Common Stock on the Principal Market on the Trading Day used to calculate the Conversion Price hereunder, then such Conversion Price shall be automatically reduced such that the Conversion Price shall be recalculated using the new low closing bid price (“Adjusted Conversion Price”) and shall replace the Conversion Price above, and Holder shall be issued a number of additional shares such that the aggregate number of shares Holder receives is based upon the Adjusted Conversion Price, and provided, further, that the Conversion Price shall be subject to Section 1.2(b) below. For the purpose of clarity, any shares required to be issued as a result of an Adjusted Conversion Price shall be deemed to be “Conversion Shares” under this Note. If an Event of Default under Section 3.9 of the Note has occurred, Holder, in its sole discretion, may elect to use a Conversion Price which shall equal the lower of: (i) the closing sale price of the Common Stock on the Principal Market on the Trading Day immediately preceding the Closing Date; (ii) 50% of either the lowest sale price or the closing bid price, whichever is lower for the Common Stock on the Principal Market during any Trading Day in which the Event of Default has not been cured. If such Common Stock is not traded on the OTCBB, OTCQB, NASDAQ or NYSE, then such sale price shall be the sale price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no sale price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If such sale price cannot be calculated for such security on such date in the manner provided above, such price shall be the fair market value as mutually determined by the Borrower and the Holder. If the Borrower’s Common stock is chilled for deposit at DTC, becomes chilled at any point while this Note remains outstanding or deposit or other additional fees are payable due to a Yield Sign, Stop Sign or other trading restrictions, or if the closing sale price at any time falls below $0.2826 (as appropriately and equitably adjusted for stock splits, stock dividends, stock contributions and similar events), then such 50% figure specified in clause 1.2(a)(ii) above shall be reduced to 35%. In the event that the shares of the Borrower’s Common Stock are not deliverable via DWAC following the conversion of any amount hereunder, an additional 5% discount will be attributed to the Conversion Price. Additionally, the Borrower acknowledges that it will take all reasonable steps necessary or appropriate, including providing a board of directors resolution authorizing the issuance of common stock to Holder . So long as the requested sale may be traded in made pursuant to Rule 144, the future, for Company agrees to accept an opinion of counsel to the twenty prior Trading Days including Holder confirming the day upon which a Notice rights of Conversion is received the Holder to sell shares of Common Stock issuable or issued to Holder on conversion of this Note pursuant to Rule 144 as promulgated by the Company SEC (provided “Rule 144”), as such Notice Rule 144 may be in effect from time to time, which opinion will be issued at the Company’s expense and the conversion dollar amount will be reduced by $750.00 to cover the cost of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price)such legal opinion. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCOTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. If the shares have not been delivered within 3 Trading DaysAdditionally, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by if the Company delivering the shares of Common Stock ceases to be a reporting company pursuant to the Holder within 3 Trading Days of receipt by 1934 Act or if the Company of Note cannot be converted into free trading shares after 181 days from the Notice of Conversion. Once the Holder has received such shares of Common Stockissuance date, the Holder shall surrender this Note an additional 15% discount will be attributed to the Company, executed by the Holder evidencing such ▇▇▇▇▇▇'s intention to convert this Note or a specified portion hereof, Conversion Price for any and accompanied by proper assignment hereof in blank. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 35% instead of 50% while that “Chill” is in effectall Conversions submitted thereafter.

Calculation of Conversion Price. The Holder Subject to the adjustments described herein, the conversion price (the “Conversion Price”) shall equal the lower of the lowest trading price during the previous twenty (20) Trading Day period either (i) ending on date of conversion of this Note is entitledor (ii) the date hereof. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, at its optionthe Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Borrower or Borrower’s transfer agent, at the Notice of Conversion may be rescinded. At any time and after full cash payment for the Closing Date, if in the case that the Borrower’s Common Stock is not deliverable by DWAC (including if the Borrower’s transfer agent has a policy prohibiting or limiting delivery of shares convertible hereunder, to convert all or any amount of the principal face amount of this Note then outstanding into shares of Common Stock, at a price ("Conversion Price") for each share of Borrower’s Common Stock equal to 50% of the lowest closing price of the Common Stock as reported on the OTCQB maintained by the OTC Markets Group, Inc. upon which the Company’s shares are traded or any exchange upon which the Common Stock may be traded specified in the future, for the twenty prior Trading Days including the day upon which a Notice of Conversion), an additional 10% discount will apply for all future conversions under all Notes until DWAC delivery becomes available. If in the case that the Borrower’s Common Stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, a 15% discount shall apply for all future conversions under all Note until such chill is lifted. Additionally, if the Borrower ceases to be a reporting company pursuant to the 1934 Act or if the Note cannot be converted into free trading shares after one hundred eighty-one (181) days from the Issue Date (other than as a result of the Holder’s status as an affiliate of the Company), an additional 15% discount will be attributed to the Conversion is received Price. If the trading price cannot be calculated for such security on such date in the manner provided above, the trading price shall be the fair market value as mutually determined by the Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication to Borrower and the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price)Holder. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCOTC Pink, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being traded. If The Borrower shall be responsible for the shares have not been delivered within 3 Trading Days, fees of its transfer agent and all DTC fees associated with any such issuance. Holder shall be entitled to deduct $500.00 from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion. While this Note is outstanding, each time any 3rd party has the right to convert monies owed to that 3rd party (or receive shares pursuant to a settlement or otherwise), including but not limited to under Section 3(a)(9) and Section 3(a)(10), at a discount to market greater than the Conversion Price in effect at that time (prior to all other applicable adjustments in the Note), but excluding any 3rd party loans that are already outstanding on the Issue Date, then the Holder, in Holder’s sole discretion, may be rescindedutilize such greater discount percentage (prior to all applicable adjustments in this Note) until this Note is no longer outstanding. Such conversion While this Note is outstanding, each time any 3rd party has a look back period greater than the look back period in effect under the Note at that time, including but not limited to under Section 3(a)(9) and Section 3(a)(10), excluding any 3rd party loans that are already outstanding on the Issue Date, then the Holder, in Holder’s sole discretion, may utilize such greater number of look back days until this Note is no longer outstanding. The Borrower shall be effectuated by the Company delivering the shares of Common Stock give written notice to the Holder within 3 Trading Days one (1) business day of receipt by the Company becoming aware of the Notice of Conversion. Once any event that could permit the Holder has received such shares of Common Stock, to make any adjustment described in the Holder shall surrender this Note to the Company, executed by the Holder evidencing such ▇▇▇▇▇▇'s intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 35% instead of 50% while that “Chill” is in effecttwo immediately preceding sentences.

Calculation of Conversion Price. The Holder of per share conversion price into which Principal Amount and interest (including any Default Interest) under this Note is entitledshall be convertible into shares of Common Stock hereunder (the “Conversion Price”) shall equal $0.20, subject to adjustment as provided in this Note. If at its optionany time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. Holder shall be entitled to deduct $1,750.00 from the conversion amount in each Notice of Conversion to cover Holder’s fees associated with each Notice of Conversion. All such Conversion Price determinations are to be appropriately adjusted for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock. If the Company, at any time and after full cash payment for the shares convertible hereunder, to convert all or any amount of the principal face amount of while this Note then outstanding into shares of Common Stock, at is outstanding: (i) pays a price ("Conversion Price") for each share of Common Stock equal to 50% of the lowest closing price of the Common Stock as reported on the OTCQB maintained by the OTC Markets Group, Inc. upon which the Company’s shares are traded stock dividend or any exchange upon which the Common Stock may be traded otherwise makes a distribution or distributions payable in the future, for the twenty prior Trading Days including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. If the shares have not been delivered within 3 Trading Days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 Trading Days of receipt by the Company of the Notice of Conversion. Once the Holder has received such on shares of Common Stock or any Common Stock Equivalents, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, the Holder shall surrender this Note to any shares of capital stock of the Company, executed by then the Holder evidencing such ▇▇▇▇▇▇'s intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued but unpaid interest Conversion Price shall be subject to conversion. No fractional shares or scrip representing fractions multiplied by a fraction of shares will which the numerator shall be issued on conversion, but the number of shares issuable of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be rounded the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to the nearest whole shareimmediately preceding sentence shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. In the event “Common Stock Equivalents” means any securities of the Company experiences a DTC “Chill” on its sharesor the Company’s subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the conversion price shall be decreased holder thereof to 35% instead of 50% while that “Chill” is in effectreceive, Common Stock.

Calculation of Conversion Price. The Holder of this Note is entitled, at its option, at any time and after full cash payment for the shares convertible hereunder, to convert all or any amount of the principal face amount of this Note then outstanding into shares of Common Stock, at a price ("Conversion Price") for each share of Common Stock equal to 50% of the lowest closing price of the Common Stock as reported on the OTCQB maintained by the OTC Markets Group, Inc. upon which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future, for the twenty prior Trading Days including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. If the shares have not been delivered within 3 Trading Days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 Trading Days of receipt by the Company of the Notice of Conversion. Once the Holder has received such shares of Common Stock, the Holder shall surrender this Note to the Company, executed by the Holder evidencing such ▇H▇▇▇▇▇'s intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 35% instead of 50% while that “Chill” is in effect.