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SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549

 

 

FORM
8-K

 

CURRENT
REPORT

 

Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date
of Report (Date of earliest event reported): September 24, 2020

 

CYBER
APPS WORLD INC.

(Exact
Name of Registrant as Specified in Charter)

 

Nevada   000-50693   90-0314205
(State
or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS
Employer
Identification Number)

 

9436
W. Lake Mead Blvd., Ste. 5-53

Las
Vegas NV 89134-8340

(Address
of Principal Executive Offices, Zip Code)

 

Registrant’s
telephone number, including area code: (702) 425-4289

 

 

(Former
Name or Former Address, if Changed Since Last Report)

 

Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:

 

☐   Written communication pursuant to Rule 425
under the Securities Act (17 CFR 230.425).

 

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

 

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 

Securities
registered pursuant to Section 12(b) of the Act:

 

Title
of each class
  Trading
Symbol(s)
  Name
of each exchange on which registered
         

 

Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging
growth company ☒

 

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item
3.02 Unregistered Sales of Equity Securities

 

On
September 24, 2020, we completed a securities purchase agreement (“SPA”) with EMA Financial, LLC. (“EMA”)
whereby the Company issued a convertible promissory note in the principal amount of up to $60,000 (the “Note”) to
EMA. The Company has received proceeds of $52,500 in cash from EMA. Interest accrues on the outstanding principal amount of the
Note at the rate of 12% per year. The Note is due and payable on September 14, 2021. The Note is convertible into common stock
at any time 180 days after the issue date at 60% multiplied by the lowest trading price or closing bid price during the twenty
trading day prior to the conversion date. EMA does not have the right to convert the Note to the extent that it would beneficially
own in excess of 4.99% of our outstanding common stock. The Company shall have the right, exercisable on not less than five trading
days’ prior written notice to EMA, to prepay the outstanding balance on this Note for (i) 115% of all unpaid principal and
interest if paid within 30 days of the issue date; (ii) 120% of all unpaid principal and interest if paid between 31 and 90 days
of the issue date; (iii) 125% of all unpaid principal and interest if paid between 91 and 150 days of the issue date; and (iv)
130% of all unpaid principal and interest if paid between 151 and 180 days of the issue date.

 

The
foregoing descriptions of the Note and warrant are qualified in their entirety by reference to the Securities Purchase Agreement
and Convertible Promissory, which are filed as exhibits to this current report and are incorporated herein by reference.

 

We
completed this offering pursuant to Rule 506 of Regulation D of the Securities Act.

 

Regulation
D and Rule 506 Compliance

 

No
advertising or general solicitation was employed in offering the securities. The offer and sales were made to an accredited investor
and we have restricted transfer of the securities in accordance with the requirements of the Securities Act of 1933, as amended.

 

Pursuant
to the limitations on resale contained in Regulation D, we exercised reasonable care to assure that purchasers were not underwriters
within the meaning of section 2(11) of the Act by inquiring of the purchaser the following: (1) that the purchaser was purchasing
the securities for the purchaser’s own account for investment purposes and not with a view towards distribution, and (2)
that the purchaser had no arrangement or intention to sell the securities. Further, written disclosure was provided to each purchaser
prior to the sale that the securities have not been registered under the Act and, therefore, cannot be resold unless the securities
are registered under the Act or unless an exemption from registration is available.

 

Item
9.01 Financial Statements and Exhibits

 

 

 

SIGNATURES

 

Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

 

  Cyber
Apps World Inc.
     
Date:
September 29, 2020
By:   /s/
Mohamed Irfan Rafimiya Kazi
   

Mohamed Irfan Rafimiya Kazi,

President

 

Exhibit 10.1

 

SECURITIES
PURCHASE AGREEMENT

 

This
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 14, 2020, is entered into by and between CYBER
APPS WORLD, INC., a Nevada corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company
(the “Purchaser” or “Holder”).

 

WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act” or “1933 Act”), and Rule 506 promulgated thereunder by the United States
Securities and Exchange Commission (the “SEC”), the Company desires to issue and sell to the Purchaser, and the Purchaser
desires to purchase from the Company a 12% convertible note of the Company, in the form attached hereto as Exhibit A, in the principal
amount of $60,000.00 (together with any note(s) issued in replacement thereof or as interest thereon or otherwise with respect
thereto in accordance with the terms thereof, the “Note”), convertible into shares (“Conversion Shares”)
of common stock, no par value per share (the “Common Stock”), of the Company, upon the terms and subject to the limitations
and conditions set forth in such Note.

 

NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:

 

1.
Purchase and Sale of Note.

 

a)
Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Purchaser, and the Purchaser
agrees to purchase from the Company, the Note for an aggregate purchase price of $57,000.00 (“Purchase Price”).

 

b)
Form of Payment. On the Closing Date (i) the Purchaser shall pay the Purchase Price by wire transfer of immediately available
funds, in accordance with the Company’s written instructions as provided in the disbursement authorization dated September
14, 2020 and signed by the Company (the “Disbursement Authorization”), simultaneously with delivery of the Note, and
(ii) the Company shall deliver such Note duly executed on behalf of the Company to the Purchaser, simultaneously with delivery
of such Purchase Price.

 

c)
Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 8 and Section
9 below, the closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the first business
day following the date hereof or such other mutually agreed upon time (the “Closing Date”)

 

 

2.
Purchaser’s Representations and Warranties. The Purchaser represents and warrants to the Company that:

 

a)
Investment Purpose. Purchaser is acquiring the Note and the Conversion Shares (collectively, the “Securities”)
for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in
violation of applicable securities laws; provided, however, by making the representations herein, Purchaser does not agree, or
make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right
to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the
1933 Act. The Purchaser is acquiring the Securities hereunder in the ordinary course of its business. The Purchaser does not presently
have any agreement or understanding, directly or indirectly, with any person to distribute any of the Securities in violation
of applicable securities laws.

 

b)
Accredited Investor Status. The Purchaser is an “accredited investor” as that term is defined in Rule 501(a)
of Regulation D (an “Accredited Investor”).

 

3.
Representations and Warranties of the Company. Except as disclosed by the Company in the publicly filed SEC Documents (as
defined in this Agreement) the Company represents and warrants to the Purchaser, as of the date hereof and the Closing Date, that:

 

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

 

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

 

 

c)
Capitalization. As of the date hereof, the authorized capital stock of the Company, and number of shares issued and outstanding,
is as set forth in the Company’s most recent periodic report filed with the SEC. Except as disclosed in the SEC Documents
no shares are reserved for issuance pursuant to the Company’s stock option plans. Except as disclosed in the SEC Documents
no shares are reserved for issuance pursuant to securities exercisable for, or convertible into or exchangeable for shares of
Common Stock. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued,
fully paid and nonassessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar
rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company.
As of the effective date of this Agreement, and except as disclosed in the SEC Documents, (i) there are no outstanding options,
warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments
or rights of any character whatsoever relating to, or securities, notes or rights convertible into or exchangeable for any shares
of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is
or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements
or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities
under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the
Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities.
The Company has furnished to the Purchaser true and correct copies of the Company’s Certificate or Articles of Incorporation
as in effect on the date hereof (“Formation Documents”), the Company’s By-laws, as in effect on the date hereof
(the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and
the material rights of the holders thereof in respect thereto.

 

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

 

 

e)
Acknowledgment of Dilution. The Company’s executive officers and directors understand the nature of the Securities
being sold hereby and recognize that the issuance of the Securities will have a potential dilutive effect on the equity holdings
of other holders of the Company’s equity or rights to receive equity of the Company. The Board of Directors of the Company
has concluded, in its good faith business judgment that the issuance of the Securities is in the best interests of the Company.
The Company specifically acknowledges that its obligation to issue the Conversion Shares upon conversion of the Notes is binding
upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other stockholders
of the Company or parties entitled to receive equity of the Company.

 

f)
No Conflicts. The execution, delivery and performance of this Agreement, and the Note by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation
for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Formation Documents
or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event
which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of
its Subsidiaries is a party and that is not filed as an SEC Document or other document filed with the SEC, or (iii) result in
a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations
and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company
or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except
for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually
or in the aggregate, have a Material Adverse Effect). Neither the Company nor any of its Subsidiaries is in violation of its Formation
Documents, By-laws or other organizational documents and neither the Company nor any of its Subsidiaries is in default (and no
event has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default) under,
and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to others
any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company
or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries is bound or
affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The businesses
of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Purchaser owns
any of the Securities, in violation of any law, ordinance or regulation of any governmental entity. Except as specifically contemplated
by this Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is not required to
obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory
agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of
its obligations under this Agreement and the Note in accordance with the terms hereof or thereof or to issue and sell the Securities
in accordance with the terms hereof and thereof and to issue the Conversion Shares. All consents, authorizations, orders, filings
and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on
or prior to the date hereof. The Company is not in violation of the listing requirements of the Principal Market (as defined in
this Agreement) and does not reasonably anticipate that the Common Stock will be delisted by the Principal Market in the foreseeable
future. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

 

 

g)
SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC (all of the foregoing filed prior to the date hereof and all exhibits included therein
and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference
therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver
to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their
respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of
1934, as amended (“1934 Act” or “Exchange Act”), and none of the SEC Documents, at the time they were
filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law
(except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective
dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with
applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements
have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the
periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated
Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements
of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities
incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course
of business and not required under generally accepted accounting principles to be reflected in such financial statements, which,
individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company
is subject to the reporting requirements of the 1934 Act.

 

 

h)
Absence of Certain Changes. Since December 31, 2018, there has been no material adverse change and no material adverse
development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects
or 1934 Act reporting status of the Company or any of its Subsidiaries.

 

i)
Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public
board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries,
threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such,
that could have a Material Adverse Effect. The public filings contain a complete list and summary description of any pending or,
to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard
to whether it would have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances
which might give rise to any of the foregoing.

 

j)
Patents, Copyrights, etc. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to
use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications,
service marks, service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct
its business as now operated (and, as presently contemplated to be operated in the future); there is no claim or action by any
person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the right of the
Company or of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated
(and, as presently contemplated to be operated in the future); to the best of the Company’s knowledge, the Company’s
or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property
or other rights held by any person and/or entity; and the Company is unaware of any facts or circumstances which might give rise
to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy,
confidentiality and value of their Intellectual Property.

 

k)
No Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate
or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers
has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party
to any contract or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse
Effect.

 

l)
Disclosure. No event or circumstance has occurred or exists with respect to the Company or any of its Subsidiaries or its
or their business, properties, prospects, operations or financial conditions, which, under applicable law, rule or regulation,
requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed.

 

 

m)
Brokers. The Company hereby represents and warrants that it has not hired, retained or dealt with any broker, finder, consultant,
person, firm or corporation (“Broker”) in connection with the negotiation, execution or delivery of this Agreement
or the transactions contemplated hereunder. The Company covenants and agrees that should any claim be made against Purchaser for
any commission or other compensation by the Broker, based upon the Company’s engagement of such person in connection with
this transaction, the Company shall indemnify, defend and hold Purchaser harmless from and against any and all damages, expenses
(including attorneys’ fees and disbursements) and liability arising from such claim. The Company shall pay the commission
of the Broker, to the attention of the Broker, pursuant to their separate agreement(s) between the Company and the Broker.

 

n)
Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations,
licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and
operate its properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”),
and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of
the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of
the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect. Since December 31, 2018, neither the Company nor any of its Subsidiaries
has received any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices
relating to possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse
Effect.

 

o)
Insurance. The Company and its Subsidiaries are insured by insurers of recognized financial responsibility against such
losses and risks and in such coverage, amounts as are prudent and customary in the businesses in which the Company is engaged,
including, but not limited to, directors and officer’s insurance coverage with coverage amounts that are at least equal
to the aggregate Purchase Price. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to
renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as
may be necessary to continue its business without a significant increase in cost.

 

 

p)
No “Shell”. As of the date of this Agreement the Company is an operating company and, either (i) is not or
has never been a “shell issuer” as defined in Rule 144(i)(2) or (ii) at least 12 months have passed since the Company
filed Form 10 Type information indicating it is not a “shell issuer” (and supporting the claim that it is no longer
a shell company), filed all required reports for at least twelve consecutive months after the filing of the respective Form 10
information, and has therefore complied with Rule 144(i)(2).

 

q)
Bad Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act as amended
on the basis of being a “bad actor”.

 

r)
Acknowledgement Regarding Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to
the contrary it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree,
nor has any Purchaser agreed, to desist from purchasing or selling, securities of the Company, or “derivative” securities
based on securities issued by the Company or to hold the Securities for any specified term; (ii) each Purchaser shall not be deemed
to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction.

 

s)
Sarbanes-Oxley Act. The Company and each Subsidiary is in material compliance with all applicable requirements of the Sarbanes-Oxley
Act of 2002 that are effective as of the date hereof, and all applicable rules and regulations promulgated by the SEC thereunder
that are effective as of the date hereof.

 

4.
COVENANTS.

 

a)
Best Efforts. The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6
and 7 of this Agreement.

 

b)
Form D; Blue Sky Laws. The Company agrees when applicable to timely file a Form D with respect to the Securities as required
under Regulation D and to provide a copy thereof to the Purchaser promptly after such filing. The Company shall, on or before
the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to
the Purchaser at the applicable closing pursuant to this Agreement under applicable securities or “blue sky” laws
of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such
action so taken to the Purchaser on or prior to the Closing Date.

 

c)
Use of Proceeds. The Company shall use the proceeds from the sale of the Securities for general corporate purposes, marketing
and sales, product development, key personnel recruiting and business development purposes, and shall not, directly
or indirectly, use such proceeds for (i) any loan to or investment in any other corporation, partnership, enterprise or other
person (except in connection with the Company’s currently existing operations), or (ii) any loan, credit, or advance to
any officers, directors, employees, or affiliates of the Company.

 

 

d)
Financial Information. Upon written request of the Purchaser, the Company agrees to within (3) three days of the written
request send or make available the following reports filed with the SEC or OTC Markets Group to the Purchaser: a copy of its Annual
Report and its Quarterly Reports and any Supplemental Reports; (ii) copies of all press releases issued by the Company or any
of its Subsidiaries; and (iii) copies of any notices or other information the Company makes available or gives to such shareholders.
Notwithstanding the foregoing, the Company shall not disclose any material nonpublic information to the Purchaser without its
consent unless such information is disclosed to the public prior to or promptly following such disclosure to the Purchaser.

 

e)
Listing. The Company will obtain and, so long as the Purchaser owns any of the Securities, maintain the listing and trading
of its Common Stock on the Principal Market, and will comply in all respects with the Company’s reporting, filing and other
obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges,
as applicable. The Company shall promptly provide to the Purchaser copies of any notices it receives from the SEC, OTC Markets
Group and any other exchanges or quotation systems on which the Common Stock is then listed regarding the continued eligibility
of the Common Stock for listing on such exchanges and quotation systems, provided that it shall not provide any notices constituting
material nonpublic information. If at any time while the Note is outstanding the Company fails to maintain the listing and trading
and of its Common Stock, or fails in any way to comply with the Company’s reporting/ filing obligations such failure(s)
will result in liquidated damages of fifteen thousand dollars ($15,000), being immediately due and payable to Purchaser at its
election in the form of cash payment or addition to the balance of the Note.

 

f)
Corporate Existence. So long as the Purchaser beneficially owns any Securities, the Company shall maintain its corporate
existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation
or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction
(i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith
and (ii) is a publicly traded corporation whose Common Stock is listed for trading on Principal Market.

 

g)
No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances
that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of
the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval
provision applicable to the Company or its securities.

 

 

h)
Securities Laws Disclosure; Publicity. The Company shall comply with applicable securities laws by filing a Current Report
on Form 8-K, within four (4) Trading Days following the date hereof, disclosing all the material terms of the transactions contemplated
hereby.

 

i)
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by this
Agreement, the Company covenants and agrees that neither it nor any other person acting on its behalf will provide the Purchaser
or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior
thereto the Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company
understands and confirms that the Purchaser shall be relying on the foregoing covenant in effecting transactions in securities
of the Company.

 

j)
Subsidiaries. So long as the Note remains outstanding, the Company shall not transfer any assets or rights to any of its
subsidiaries or permit any of its subsidiaries to engage in any significant business or operations, whether such subsidiaries
are currently existing or hereafter created.

 

k)
Insurance. So long as the Note remains outstanding, the Company and its Subsidiaries shall maintain in full force and effect
insurance reasonably believed by the Company to be adequate coverage (a) on all assets and activities, covering property loss
or damage and loss of income by fire or other hazards or casualty, and (b) against all liabilities, claims and risks for which
it is customary for companies similarly situated to the Company to insure, including without limitation applicable product liability
insurance, required workmen’s compensation insurance, and other insurance covering injury or damage to persons or property,
but excluding directors and officers insurance coverage. The Company shall promptly furnish or cause to be furnished evidence
of such insurance to the Purchaser, in form and substance reasonably satisfactory to the Purchaser

 

l)
[reserved].

 

 

m)
Future Financings: From the date hereof until such time as the Purchaser no longer holds any of the Securities, in the
event the Company issues or sells any shares of Common Stock or securities directly or indirectly convertible into or exercisable
for Common Stock (“Common Stock Equivalents”) or amends the transaction documents relating to any sale or issuance
of Common Stock or Common Stock Equivalents, and the Purchaser reasonably believes that the terms and conditions thereunder are
more favorable to such investors as the terms and conditions granted under this Agreement, Note or any document provided by the
Purchaser to the Company relating to any sale or issuance of Common Stock (the “Transaction Documents”), then at the
Purchaser’s option the Transaction Documents shall be deemed automatically amended so as to give the Purchaser the benefit
of such more favorable terms or conditions (for the avoidance of doubt, the Purchaser shall not be required to provide any notice
to the Company with respect to such more favorable terms or conditions). Promptly following a request to the Company, the Company
shall provide Purchaser with all executed transaction documents relating to any such sale or issue of Common Stock or Common Stock
Equivalents. Company shall deliver acknowledgment of such automatic amendment to the Transaction Documents to Purchaser in form
and substance reasonably satisfactory to the Purchaser (the “Acknowledgment”) within three (3) business days of Company’s
receipt of request from Purchaser (the “Deadline”), provided that Company’s failure to timely provide the Acknowledgement
shall not affect the automatic amendments contemplated hereby. If the Acknowledgement is not delivered by the Deadline, Company
shall pay to the Purchaser $1,000.00 per day in cash, for each day beyond the Deadline that the Company fails to deliver such
Acknowledgement such cash amount shall be paid to Holder by the first day of the month following the month in which it has accrued
or, at the option of the Holder, shall be added to the principal amount of the Note, in which event interest shall accrue thereon
in accordance with the terms of the Note and such additional principal amount shall be convertible into Common Stock in accordance
with the terms of the Note.

 

n)
Piggyback Registration Rights. Borrower shall include all shares issuable upon conversion of the Note on: (i) the next
registration statement and Regulation A offering statement Borrower files with the SEC; (ii) the subsequent registration statement
if such previous registration statement is withdrawn, (iii) the subsequent Regulation A offering statement if such previous Regulation
A offering statement is withdrawn, (iv) any amendment to any registration statement previously filed but not effective as of the
Issue Date (as defined in the Note), and (v) any amendment to any Regulation A offering statement previously filed but not qualified
as of the Issue Date. Failure to do so will result in liquidated damages of fifty percent (50%) of the outstanding principal amount
of the Note, but not less than twenty-five thousand dollars ($25,000), being immediately due and payable to Holder at its election
in the form of cash payment or addition to the balance of the Note.

 

o)
[reserved].

 

p)
[reserved].

 

 

5.
Transfer Agent Instructions. Upon receipt of a duly executed Notice of Conversion, the Company shall issue irrevocable
instructions to its transfer agent to issue certificates, registered in the name of the Purchaser or its nominee, for the Conversion
Shares in such amounts as specified from time to time by the Purchaser to the Company upon conversion of the Note, or any part
thereof, in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the
Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a
fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement and the Securities
(including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount (as defined in
the Note)) signed by the successor transfer agent (to the Company) and the Company. Prior to registration of the Conversion Shares
under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144, Section 4(a)(1) of the Securities
Act (“Section 4(a)(1)”), or other applicable exemption without any restriction as to the number of Securities as of
a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section
2(g) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred
to in this Section 5, and stop transfer instructions to give effect to hereof (in the case of the Conversion Shares, prior to
registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule
144, Section 4(a)(1), or other applicable exemption without any restriction as to the number of Securities as of a particular
date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise
be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii)
it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically
or in certificated form) any certificate for Conversion Shares to be issued to the Purchaser upon conversion of or otherwise pursuant
to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or direct its transfer
agent not to remove or impair, delay, and/or hinder its transfer agent from removing) any restrictive legend (or to withdraw any
stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Purchaser upon conversion
of or otherwise pursuant to the Note as and when required by the Note and this Agreement. Nothing in this Section shall affect
in any way the Purchaser’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus
delivery requirements, if any, upon re-sale of the Securities. If the Purchaser provides the Company with (i) an opinion of counsel
in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of
such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Purchaser
provides reasonable assurances that the Securities can be sold pursuant to Rule 144, Section 4(a)(1), or other applicable exemption,
the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue
one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Purchaser.
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Purchaser, by vitiating
the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for
a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by
the Company of the provisions of this Section, that the Purchaser shall be entitled, in addition to all other available remedies,
to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without
any bond or other security being required.

 

 

6.
Injunction Posting of Bond. In the event the Purchaser shall elect to convert the Note or any parts thereof, the Company
may not refuse conversion or exercise based on any claim that Purchaser or anyone associated or affiliated with Purchaser has
been engaged in any violation of law, or for any other reason. In connection with any injunction sought or attempted by the Company,
the Company shall be required to post a bond at least equal to the greater of either: (i) the outstanding principal amount of
the Note; and (ii) the market value of the Conversion Shares sought to be converted, exercised or issued, based on the sale price
per share of Common Stock on the principal market on which it is traded.

 

7. Delivery
of Unlegended Shares
.

 

a)
Within one (1) business day (such first business day being the “Unlegended Shares Delivery Date”) after the
business day on which the Company has received from the Purchaser (i) a notice of conversion, (ii) a representation that the requirements
of Rule 144, Section 4(a)(1), or any other applicable exemption have been satisfied, and (iii) an opinion of counsel in form,
substance and scope customary for opinions of counsel in comparable transactions to the effect that the shares to be sold or transferred
may be sold or transferred pursuant to an exemption from such registration, the Company shall deliver such shares of Common Stock
without any legends including the legend set forth in Section 4(h) above (the “Unlegended Shares”); and (z)
cause the issuance of the Unlegended Shares to the Purchaser via express courier, by electronic transfer, or otherwise as requested
by the Purchaser, on or before the Unlegended Shares Delivery Date.

 

b)
The Company understands that a delay in the delivery of the Unlegended Shares later than the Unlegended Shares Delivery Date could
result in economic loss to the Purchaser. As compensation to Purchaser for such loss, the Company agrees to pay late payment fees
(as liquidated damages and not as a penalty) to the Purchaser for late delivery of Unlegended Shares in the amount of $250.00
per business day after the Unlegended Shares Delivery Date. If during any three hundred and sixty (360) day period, the Company
fails to deliver Unlegended Shares as required by this Section for an aggregate of thirty (30) days, then Purchaser or assignee
holding Securities subject to such default may, at its option, require the Company to redeem all or any portion of the shares
subject to such default at a price per share equal to the greater of (i) 200% of the most recent closing price of the Common Stock
or (ii) the parity value of the Default Sum to be paid (as defined in Section 3.16 of the Note) (“Unlegended Redemption
Amount
”). The Company shall pay any payments incurred under this Section in immediately available funds upon demand.

 

 

8.
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note
to the Purchaser at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions
provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole
discretion:

 

a)
The Purchaser shall have executed this Agreement and delivered the same to the Company.

 

b)
The Purchaser shall have delivered the Purchase Price to the Company.

 

c)
The representations and warranties of the Purchaser shall be true and correct in all material respects as of the date when made
and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific
date), and the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Closing
Date.

 

d)
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this
Agreement.

 

9.
Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note
at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that
these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion:

 

a)
The Company shall have executed this Agreement and delivered the same to the Purchaser.

 

b)
The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall
request) in accordance with Section 1 above.

 

c)
The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to
and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to
Purchaser prior to Closing).

 

 

d)
The representations and warranties of the Company shall be true and correct in all material respects as of the date when made
and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific
date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.
The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited
to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating
to the transactions contemplated hereby.

 

e)
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this
Agreement.

 

f)
No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but
not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934
Act reporting obligations.

 

g)
The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the
Principal Market shall not have been suspended by the SEC or the Principal Market.

 

10. Governing
Law; Miscellaneous
.

 

a)
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without
regard to principles of conflicts of laws thereof or any other State. Any action brought by any party against any other party
hereto concerning the transactions contemplated by this Agreement shall be brought only in the state courts located in the state
and county of New York or in the federal courts located in the state and county of New York. The parties to this Agreement hereby
irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense
based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing this Agreement and
other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the in personam
jurisdiction of such courts and hereby irrevocably waive trial by jury.
The prevailing party shall be entitled to recover
from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any
other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably waives personal service
of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other
transaction document contemplated hereby by mailing a copy thereof via registered or certified mail or overnight delivery (with
evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any other manner permitted by law.

 

 

b)
Removal of Restrictive Legends. In the event that Purchaser has any shares of the Company’s Common Stock bearing
any restrictive legends, and Purchaser, through its counsel or other representatives, submits to the Transfer Agent any such shares
for the removal of the restrictive legends thereon in connection with a sale of such shares pursuant to any exemption to the registration
requirements under the Securities Act, and the Company and or its counsel refuses or fails for any reason (except to the extent
that such refusal or failure is based solely on applicable law that would prevent the removal of such restrictive legends) to
render an opinion of counsel or any other documents or certificates required for the removal of the restrictive legends, then
the Company hereby agrees and acknowledges that the Purchaser is hereby irrevocably and expressly authorized to have counsel to
the Purchaser render any and all opinions and other certificates or instruments which may be required for purposes of removing
such restrictive legends, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further
confirmation or instructions from the Company, issue any such shares without restrictive legends as instructed by the Purchaser,
and surrender to a common carrier for overnight delivery to the address as specified by the Purchaser, certificates, registered
in the name of the Purchaser or its designees, representing the shares of Common Stock to which the Purchaser is entitled, without
any restrictive legends and otherwise freely transferable on the books and records of the Company.

 

c)
Filing Requirements. From the date of this Agreement until the Notes are no longer outstanding, the Company will timely
and voluntarily comply with all reporting requirements that are applicable to an issuer with a class of shares registered pursuant
to Section 12(g) of the 1934 Act, whether or not the Company is then subject to such reporting requirements, and comply with all
requirements related to any registration statement filed pursuant to this Agreement. The Company will use reasonable efforts not
to take any action or file any document (whether or not permitted by the 1933 Act or the 1934 Act or the rules thereunder) to
terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under said acts until the
Notes are no longer outstanding. The Company will maintain the quotation or listing of its Common Stock on the OTCQX, OTCQB, OTC
Pink, New York Stock Exchange, NASDAQ Stock Market, NYSE MKT, f/k/a American Stock Exchange, or other applicable principal trading
exchange or market for the Common Stock (whichever of the foregoing is at the time the principal trading exchange or market for
the Common Stock) (the “Principal Market”), and will comply in all respects with the Company’s reporting,
filing and other obligations under the bylaws or rules of the Principal Market, as applicable. The Company will provide Purchaser
with copies of all notices it receives notifying the Company of the threatened and actual delisting of the Common Stock from any
Principal Market. As of the date of this Agreement and the Closing Date, the OTCQB is the Principal Market. Until the Note is
no longer outstanding, the Company will continue the listing or quotation of the Common Stock on a Principal Market and will comply
in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Principal Market.

 

 

d)
Fees and Expenses. On or prior to the Closing, the Company shall pay or reimburse to Purchaser a non-refundable, non-accountable
sum equal to $1,000.00 for the fees, costs and expenses (including without limitation due diligence and administrative expenses)
incurred by the Purchaser in connection with the Purchaser’s due diligence and negotiation of the Transaction Documents
and consummation of the Transactions. The Purchaser may withhold and offset the balance of such amount from the payment of its
Purchase Price otherwise payable hereunder at Closing, which offset shall constitute partial payment of such Purchase Price in
an amount equal to such offset. Except as expressly set forth in this Agreement, the Note, or the Disbursement Authorization to
the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and
all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this
Agreement. The Company shall pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the
delivery of any Securities to the Purchaser. The Disbursement Authorization includes a disbursement of $3,500.00 to Purchaser’s
legal counsel for the Purchaser’s legal fees.

 

e)
Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever
claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now
or at any time hereafter in force, in connection with any claim, action or proceeding that may be brought by the Purchaser in
order to enforce any right or remedy under the Note. Notwithstanding any provision to the contrary contained in herein or under
the Note, it is expressly agreed and provided that the total liability of the Company under the Note for payments in the nature
of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”),
and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated
with any other sums in the nature of interest that the Company may be obligated to pay under the Note or herein exceed such Maximum
Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Note is increased or decreased
by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed
by law will be the Maximum Rate applicable to the Note from the effective date forward, unless such application is precluded by
applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Purchaser
with respect to indebtedness evidenced by the Note, such excess shall be applied by the Purchaser to the unpaid principal balance
of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at the Purchaser’s election.

 

 

f)
Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the
interpretation of, this Agreement.

 

g)
Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute
or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any
law shall not affect the validity or enforceability of any other provision hereof.

 

h)
Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of
the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither
the Company nor the Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. No provision
of this Agreement may be waived or amended other than by an instrument in writing signed by the Purchaser.

 

i)
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be: (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, email or facsimile, addressed as set forth below or to such other address as such
party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given
hereunder shall be deemed effective (a) upon hand delivery or delivery by email or facsimile with accurate confirmation generated
by the transmitting facsimile machine or computer, at the address, email address or facsimile number designated below (if delivered
on a business day during normal business hours where such notice is to be received), or the first business day following such
delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on
the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or
upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

 

  Purchaser:

EMA
Financial, LLC

40
Wall Street, 17th Floor

New
York, NY 10005

   

Attn:
Felicia Preston

Email:
admin@emafin.com

     
  Company:

Cyber
Apps World, Inc.

9436
W. Lake Mead Blvd.

Suite
5-53

Las
Vegas, NV 89134

 

 

Each
party shall provide notice to the other party of any change in address.

 

j)
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and assigns. Neither the Company nor the Purchaser shall assign this Agreement or any rights or obligations hereunder without
the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Purchaser may assign its rights
hereunder to any person that purchases Securities in a private transaction from the Purchaser or to any of its “affiliates,”
as that term is defined under the 1934 Act, without the consent of the Company.

 

k)
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

 

l)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement
shall survive the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Purchaser.
The Company agrees to indemnify and hold harmless the Purchaser and all their officers, directors, employees and agents for loss
or damage arising as a result of or related to any breach or alleged breach by the Purchaser of any of its representations, warranties
and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement
of expenses as they are incurred.

 

m)
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.

 

n)
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rules of strict construction will be applied against any party.

 

 

o)
Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the
Purchaser by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that
the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach
or threatened breach by the Company of the provisions of this Agreement, that the Purchaser shall be entitled, in addition to
all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions
restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without
the necessity of showing economic loss and without any bond or other security being required.

 

p)
Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement. Any signature transmitted
by facsimile, e-mail, or other electronic means shall be deemed to be an original signature.

 

[signature
page to follow]

 

 

IN
WITNESS WHEREOF, the undersigned Purchaser and the Company have caused this Agreement to be duly executed as of the date first
above written.

 

CYBER
APPS WORLD, INC.

 

By:
/s/ Mohammed IfranRafimiyaKazi
                  

Name:
Mohammed Irfan RafimiyaKazi

Title:
Chief Executive Officer

 

EMA
FINANCIAL, LLC

 

By:
/s/ Felicia Preston                                             

Name:
Felicia Preston

Title:
Director

 

 

Exhibit 10.2

 

NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN
A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A,
SECTION 4(A)(1), OR OTHER APPLICABLE EXEMPTION UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

 

Principal
Amount: $60,000.00
Issue
Date: September 14, 2020

Purchase
Price: $57,000.00

Original
Issue Discount: $3,000

 

12%
CONVERTIBLE NOTE

 

FOR
VALUE RECEIVED, CYBER APPS WORLD, INC.,
a Nevada corporation (“Borrower” or “Company”) (Trading Symbol:
CYAP), hereby promises to pay to the order of EMA FINANCIAL, LLC, a Delaware limited liability company, or its registered
assigns (the “Holder”), on June 9, 2021, (subject to extension as set forth below, the “Maturity Date”),
the sum of $60,000.00 as set forth herein, together with interest on the unpaid principal balance hereof at the rate of twelve
percent (12%) per annum (the “Interest Rate”) from the date of issuance hereof until this Note plus any and all amounts
due hereunder are paid in full, and any additional amounts set forth herein, including without limitation any Additional Principal
(as defined herein). Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed. Any amount
of principal or interest on this Note which is not paid when due shall bear interest at the rate of twentyfour (24%) per annum
from the due date thereof until the same is paid (“Default Interest”). All payments due hereunder shall be made in
lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to
the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by
the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day
which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in full,
the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on
such date. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day
on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed.
Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities
Purchase Agreement entered into by and between the Company and Holder dated on or about the date hereof, pursuant to which this
Note was originally issued (the “Purchase Agreement”). The Holder may, by written notice to the Borrower at least
five (5) days before the Maturity Date (as may have been previously extended), extend the Maturity Date to up to one (1) year
following the date of the original Maturity Date hereunder.

 

 

This
Note carries an original issue discount of $3,000 (the “OID”), to cover the Holder’s monitoring costs associated
with the purchase and sale of the Note, which is included in the principal balance of this Note. Thus, the purchase price of this
Note shall be $57,000.00, computed as follows: the Principal Amount minus the OID.

 

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

 

The
following terms shall also apply to this Note:

 

ARTICLE
I. CONVERSION RIGHTS

 

1.1.
Conversion Right. The Holder shall have the right, in its sole and absolute discretion, at any time from time to time,
to convert all or any part of the outstanding amount due under this Note (such outstanding amount includes but is not limited
to the principal, interest and/or Default Interest accrued, plus any and all other amounts owed pursuant to the terms of this
Note) into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares
of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at
the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided,
however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of
this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its
affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted
portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on
conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon
the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result
in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes
of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 13D-G thereunder, except as
otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion
may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Borrower, and
the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by
the Holder, as may be specified in such notice of waiver). The number of shares of Common Stock to be issued upon each Conversion
of this Note (“Conversion Shares”) shall be determined by dividing the Conversion Amount (as defined below) by the
applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit
A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided
that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result
in, notice) to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time on such conversion date
(the “Conversion Date”). The term “Conversion Amount” means, with respect to any Conversion of this Note,
the sum of (1) the principal amount of this Note to be converted in such Conversion, plus (2) accrued and unpaid interest,
if any, to be converted in such Conversion at the interest rates provided in this Note to the Conversion Date, plus (3)
at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or
(2), plus(4)any Additional Principal for such Conversion, plus (5) at the Holder’s option, any amounts owed
to the Holder pursuant to Sections 1.2(c) and 1.4(g) hereof.

 

 

1.2.
Conversion Price.

 

a) Calculation
of Conversion Price
. The conversion price hereunder (the “Conversion Price”) per share shall equal the lower
of: (i) the lowest closing price of the Common Stock during the preceding twenty (20) Trading Day period ending on the latest
complete Trading Day prior to the Issue Date of this Note or (ii) 60% of the lowest trading price for the Common Stock on the
Principal Market during the twenty (20) consecutive Trading Days including and immediately preceding the Conversion Date. 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 equal to the lower of: (i) the lowest traded price of the Common Stock on the Principal Market on the
Trading Day immediately preceding the Issue Date or (ii) 60% of either the lowest traded 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 OTCQX, OTCQB, OTC Pink, 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 price at any time falls
below $0.05 (as appropriately and equitably adjusted for stock splits, stock dividends, stock contributions and similar
events), then an additional 7.5% discount will be attributed to the Conversion Price for any and all Conversions submitted
thereafter. 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 made pursuant to Rule 144 as promulgated by the SEC (“Rule 144”), Section 4(a)(1) of the
Securities Act (“Section 4(a)(1)”), or other applicable exemption, the Company agrees to accept an opinion of
counsel to the Holder confirming the rights of the Holder to sell shares of Common Stock issuable or issued to Holder on
conversion of this Note, or at the Holder’s option, Company shall immediately and without delay provide an opinion
of counsel to the Holder confirming the rights of the Holder to sell shares of Common Stock pursuant to Rule 144, Section
4(a)(1), or other applicable exemption, as applicable, which opinion will be issued at the Company’s expense. In
addition, the Holder shall be entitled to deduct $600.00 from the conversion amount in each Notice of Conversion to cover
Holder’s legal fees associated with each Notice of Conversion. “Trading Day” shall mean any day on which
the Common Stock is tradable for any period on the OTC Pink or on the principal securities exchange, market place, or other
securities market on which the Common Stock is then being traded. Additionally, if the Company ceases to be a reporting
company pursuant to the 1934 Act at any time after the Issue Date or if the Note cannot be converted into free trading shares
after 181 days from the issuance date, an additional 15% discount will be attributed to the Conversion Price for any and all
Conversions submitted thereafter.

 

 

b)
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 the Conversion Price hereunder shall equal such par value for such Conversion and the Conversion Amount for such Conversion
shall 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 subject to the minimum
price set forth in this Section 1.2(b).

 

c)
Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief,
the parties agree that if delivery of the free trading shares of Common Stock issuable upon conversion of this Note is not delivered
by the Deadline (as defined below) the Borrower shall pay to the Holder $250.00 per day in cash, for each day beyond the Deadline
that the Borrower fails to deliver such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following
the month in which it has accrued or, at the option of the Holder, shall be added to the principal amount of this Note, in which
event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible
into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert this Note is a valuable
right to the Holder. The damages resulting from a failure, attempt to frustrate, or interference with such conversion right are
difficult if not impossible to quantify. Accordingly, the parties acknowledge that the liquidated damages provision contained
in this Section are justified.

 

1.3.
Authorized Shares. The Borrower covenants that the Borrower will at all times while this Note is outstanding reserve from
its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance
of Common Stock upon the full conversion or adjustment of this Note. The Borrower is required at all times to have authorized
and reserved seven (7) times the number of shares that is actually issuable upon full conversion or adjustment of this Note (based
on the Conversion Price of the Notes in effect from time to time)(the “Reserved Amount”). Initially, the Company will
instruct the Transfer Agent to reserve 1,891,000 shares of common stock in the name of the Holder for issuance upon conversion
hereof. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable.
In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number
of shares of Common Stock into which this Note shall be convertible at the then current Conversion Price, the Borrower shall at
the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized
and reserved, free from preemptive rights, for conversion of this Note in full. So long as this Note is outstanding the Borrower
shall instruct the Transfer Agent that upon Holder’s request it shall furnish to the Holder the then current number of common
shares issued and outstanding, the then current number of common shares authorized, the then current number of unrestricted shares,
and the then current number of shares reserved for third parties. The Borrower (i) acknowledges that it has irrevocably instructed
its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its
issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions
of this Note.

 

 

If,
at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of
the Note.

 

1.4.
Method of Conversion.

 

a)
Mechanics of Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time
and from time to time after the Issue Date, by submitting to the Borrower or Borrower’s transfer agent a Notice of Conversion
(by facsimile, email or other reasonable means of communication dispatched on the Conversion Date prior to 11:59 p.m., New York,
New York time).

 

b)
Book Entry upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in
accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the
entire unpaid balance of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount
so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower,
so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such
records of the Borrower shall, primafacie, be controlling and determinative in the absence of manifest error. Notwithstanding
the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder
first physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order
of the Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes)
may request, representing in the aggregate the remaining unpaid principal amount of this Note. The Holder and any assignee, by
acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a
portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount
stated on the face hereof.

 

c)
Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other
than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other
securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such
shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount
of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.

 

 

d)
Delivery of Common Stock upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail
(or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in
this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder
certificates for the Common Stock issuable upon such conversion within one (1) business day after such receipt or such an event
(the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of
this Note) in accordance with the terms hereof and the Purchase Agreement. TheHolder shall be entitled to deduct $400.00 from
the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion.

 

e)
Obligation of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a duly and properly executed Notice of
Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding
principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion or adjustment,
and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note
being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets,
as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s
obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence
of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of
any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation
of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or
alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise
limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice
of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent by the Holder to the Borrower or Borrower’s
transfer agent before 11:59 p.m., New York, New York time, on such date.

 

f)
Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock
issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated
Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions contained
in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically
transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with
DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. 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 10% discount will be
attributed to the Conversion Price.

 

 

g)
Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other
remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon
conversion or adjustment of this Note is not delivered by the Deadline, the Borrower shall pay to the Holder $250.00 per day in
cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock to the Holder. Such cash amount shall
be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder, shall
be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this
Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The
Borrower agrees that the right to convert and/or receive shares in the event of an adjustment is a valuable right to the Holder.
The damages resulting from a failure, attempt to frustrate, or interference with such conversion or adjustment right are difficult
if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section
1.4(g) are justified.

 

h)
The Borrower acknowledges that it will take all reasonable steps necessary or appropriate, including accepting an opinion of counsel
to Holder confirming the rights of Holder to sell shares of Common Stock issued to Holder on conversion or adjustment of the Note
pursuant to Rule 144, Section 4(a)(1), or other applicable exemption. So long as the requested sale may be made pursuant to Rule
144, Section 4(a)(1), or other applicable exemption, the Borrower agrees to accept an opinion of counsel to the Holder which opinion
will be issued at the Borrower’s expense.

 

i)
Charges and Expenses. Issuance of Common Stock to Holder, or any of its assignees, upon the conversion of this Note shall
be made without charge to the Holder for any issuance fee, transfer tax, legal opinion and related charges, postage/mailing charge
or any other expense with respect to the issuance of such Common Stock. Company shall pay all Transfer Agent fees incurred from
the reservation and issuance of the Common Stock to Holder, as well as any and all other fees and charges required by the Transfer
Agent as a condition to effectuate such issuance. That notwithstanding, the Holder may in the interest of securing issuance and/or
delivery of Common Stock before the Deadline, at any time from time to time, in its sole discretion elect to pay any such fees
or charges upfront, and Company agrees that any such fees or charges as noted in this Section that are paid by the Holder (whether
from the Company’s delays, outright refusal to pay, Holder’s interest in securing issuance and/or delivery of Common
Stock before the Deadline, or otherwise), will be at Company’s expense, and the conversion amount will automatically be
reduced by that dollar amount to cover the cost of the fees or charges as noted in this Section (for the avoidance of doubt, the
aforementioned reduction in the conversion amount shall not cause a reduction in the share amount to be issued to the Holder pursuant
to such conversion).

 

1.5.
Restricted Securities. The shares of Common Stock issuable upon conversion or adjustment of this Note may not be sold or
transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower
or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope
customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold
or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144,
Section 4(a)(1), or other applicable exemption, or (iv) such shares are transferred to an “affiliate” (as defined
in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and
who is an Accredited Investor (as defined in the Purchase Agreement). Any legend set forth on any stock certificate evidencing
any Conversion Shares shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer
legend if (i) the Borrower or its transfer agent shall have received an opinion of counsel form, substance and scope customary
for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made
without registration under the Act, which opinion shall be reasonably acceptable to the Company, or (ii) in the case of the Common
Stock issued or issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration
statement filed under the Act or otherwise may be sold pursuant to Rule 144, Section 4(a)(1), or other applicable exemption without
any restriction as to the number of securities as of a particular date that can then be immediately sold.

 

 

1.6.
Effect of Certain Events.

 

a)
Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially
all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which
more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of
the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i)
be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the
Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article
III) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited
liability company, partnership, association, trust or other entity or organization.

 

b)
Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion
of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other
similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number
of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance
of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the
Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis
and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable
upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had
this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth
herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this
Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and
of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable
in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction
described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but
in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve,
or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization
or other similar event or sale of assets (during which time, for clarification, the Holder shall be entitled to convert this Note)
and (b) the resulting successor or acquiring entity assumes by written instrument the obligations of this Section 1.6(b). The
above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

 

 

c)
Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire
its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any
dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock
of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion
of this Note as of or after (in the event of a stock dividend) the date of record for determining shareholders entitled to such
Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common
Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the
determination of shareholders entitled to such Distribution. Such assets shall be held in escrow by the Company pending any such
conversion

 

d)
Purchase Rights. If, at any time when any Notes are issued and outstanding, the Borrower issues any convertible securities
or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record
holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such
Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares
of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained herein)
immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such
record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of
such Purchase Rights.

 

e)
Stock Dividends and Stock Splits. If the Company, at any time while this Note is outstanding: (A) pays a stock dividend
or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any securities
convertible into or exercisable for Common Stock; (B) subdivides outstanding shares of Common Stock into a larger number of shares;
(C) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares; or
(D) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then
the Conversion Price (and each sale or bid price used in determining the Conversion Price) shall be subject to equitable adjustments
for such events.

 

f)
Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date
in the case of a subdivision, combination or re-classification.

 

g)
Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the
events described in this Section 1.6, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and
prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. The Borrower shall, upon the written request at any time of the Holder, furnish
to such Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in
effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time
would be received upon conversion of the Note.

 

 

1.7.
Revocation. If any Conversion Shares are not received by the Deadline, the Holder may revoke the applicable Conversion
pursuant to which such Conversion Shares were issuable. This Note shall remain convertible after the Maturity Date hereof until
this Note is repaid or converted in full.

 

1.8.
Prepayment. Notwithstanding anything to the contrary contained in this Note, subject to the terms of this Section, at any
time during the period beginning on the Issue Date and ending on the date which is one hundred eighty (180) calendar days following
the Issue Date (“Prepayment Termination Date”), Borrower shall have the right, exercisable on not less than five (5)
Trading Days prior written notice to the Holder of this Note, to prepay up to the outstanding balance on this Note (principal
and accrued interest), in full, in accordance with this Section. Any notice of prepayment hereunder (an “Optional Prepayment
Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower
is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than fifteen (15) Trading Days
from the date of the Optional Prepayment Notice; and (3) the amount (in dollars) that the Borrower is paying. Notwithstanding
Holder’s receipt of the Optional Prepayment Notice the Holder may convert, or continue to convert the Note in whole or in
part until the Optional Prepayment Amount (as defined herein) is paid to the Holder. On the date fixed for prepayment (the “Optional
Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order
of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment
Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash
(the “Optional Prepayment Amount”) equal to the Prepayment Factor (as defined below), multiplied by the sum of: (w)
the then outstanding principal amount of this Noteplus(x) accrued and unpaid interest on the unpaid principal amount of
this Note to the Optional Prepayment Dateplus(y) Default Interest, if any, on the amounts referred to in clauses (w) and
(x)plus(z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional
Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following
the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section. After
the Prepayment Termination Date, the Borrower shall have no right to prepay this Note. For purposes hereof, the “Prepayment
Factor” shall equal: one hundred fifteen percent (115%) if the Optional Prepayment Date occurs during one (1) through thirty
(30) calendar days following the Issue Date; one hundred twenty percent (120%) if the Optional Prepayment Date occurs thirty-one
(31) through ninety (90) calendar days following the Issue Date; one hundred twenty five percent (125%) if the Optional Prepayment
Date occurs ninety-one (91) through one hundred fifty (150) calendar days following the Issue Date; one hundred thirty percent
(130%) if the Optional Prepayment Date occurs one hundred fifty one (151) through one hundred eighty (180) calendar days following
the Issue Date.

 

1.9.
[reserved].

 

 

ARTICLE
II. CERTAIN COVENANTS

 

2.1.
[reserved].

 

2.2.
Restriction on Stock Repurchases. So long as the Borrower shall have any obligation under this Note, the Borrower shall
not without the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property
or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the
Borrower or any warrants, rights or options to purchase or acquire any such shares.

 

2.3.
Borrowings; Liens. Notwithstanding section 4(l) of the Purchase Agreement, so long as the Borrower shall have any obligation
under this Note, the Borrower shall not (i) create, incur, assume guarantee, endorse, contingently agree to purchase or otherwise
become liable upon the obligation of any person, firm, partnership, joint venture or corporation, except by the endorsement of
negotiable instruments for deposit or collection, or suffer to exist any liability for borrowed money, except (a) borrowings in
existence or committed on the date hereof and of which the Borrower has informed Holder in writing prior to the date hereof, or
(b) indebtedness to trade creditors or financial institutions incurred in the ordinary course of business, or (ii) enter into,
create or incur any liens, claims or encumbrances of any kind, on or with respect to any of its property or assets now owned or
hereafter acquired or any interest therein or any income or profits therefrom, securing any indebtedness occurring after the date
hereof.

 

2.4. Sale
of Assets
. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the
Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the
ordinary course of business. Any consent to the disposition of any assets may be conditioned on a specified use of the
proceeds of disposition.

 

2.5.
Advances and Loans. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without
the Holder’s written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation,
including, without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits
or advances in existence or committed on the date hereof and which the Borrower has informed Holder in writing prior to the date
hereof.

 

2.6.
Charter. So long as the Borrower shall have any obligations under this Note, the Borrower shall not amend its charter documents,
including without limitation its certificate of incorporation and bylaws, in any manner that materially and adversely affects
any rights of the Holder.

 

2.7.
Transfer Agent. The Borrower shall not change its transfer agent without the prior written consent of the Holder. Any replacement
of the transfer agent by the Borrower, or resignation by the transfer agent without a replacement transfer agent consented to
by the Holder prior to such replacement taking effect shall constitute an Event of Default hereunder.

 

2.8. Section
3(a)(10) Transaction.
So long as this Note is outstanding, the Borrower shall not enter into any transaction or
arrangement structured in accordance with, based upon, or related or pursuant to, in whole or in part, Section 3(a)(l0) of
the Securities Act (a “3(a)(l0) Transaction”). In the event that the Borrower does enter into, or makes any
issuance of Common Stock related to a 3(a)(10) Transaction while this Note is outstanding, a liquidated damages charge of 25%
of the outstanding principal balance of this Note, but not less than Fifteen Thousand Dollars $15,000, will be assessed and
will become immediately due and payable to the Holder at its election in the form of cash payment or addition to the balance
of this Note.

 

 

ARTICLE
III. EVENTS OF DEFAULT

 

Any
one or more of the following events which shall occur and/or be continuing shall constitute an event of default (each, an “Event
of Default”):

 

3.1.
Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this
Note, whether at maturity, upon acceleration or otherwise.

 

3.2. Conversion
and the Shares
. The Borrower fails to reserve the Reserved Amount under this Note at all times for the Holder, issue
shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so at
any time following the execution hereof or) upon exercise by the Holder of the conversion rights of the Holder in accordance
with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in
certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant
to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs,
and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for
shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required
by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer
agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any
certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and
when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the
obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement
or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall
have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its
transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated
due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to
the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower to
the Holder within forty eight (48) hours of a demand from the Holder.

 

3.3.
Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this
Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of
three (3) days after written notice (via email) thereof to the Borrower from the Holder.

 

 

3.4.
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement,
statement, certificate, or any other document given in writing pursuant hereto or in connection herewith (including, without limitation,
the Purchase Agreement, and/or the due diligence questionnaire provided by the Borrower to the Holder on or around the Issue Date),
shall be false or misleading in any material respect when made and/ or the breach of which has (or with the passage of time will
have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

 

3.5.
Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors,
or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business,
or such a receiver or trustee shall otherwise be appointed.

 

3.6.
Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary
of the Borrower or any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed
for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

 

3.7.
Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary,
for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any
subsidiary of the Borrower.

 

3.8.
Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTCQX,
OTCQB, OTC Pink or an equivalent replacement marketplace or exchange, NASDAQ, the NYSE or AMEX.

 

3.9.
Failure to Comply with the Exchange Act. The Borrower shall fail to comply in any material respect with the reporting requirements
of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

 

3.10.
Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

 

3.11. Cessation
of Operations
. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its
debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a
“going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

 

3.12. Maintenance
of Assets
. The failure by Borrower, during the term of this Note, to maintain any material intellectual property rights,
personal, real property or other assets which are necessary to conduct its business (whether now or in the
future).

 

3.13.
Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any
date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result
of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on
the rights of the Holder with respect to this Note or the Purchase Agreement.

 

3.14.
Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice
to the Holder.

 

 

3.15.
Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails
to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form
as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares
of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

 

3.16. Cross-Default.
Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or
default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the
passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under
this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all
rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said
Other Agreement or hereunder. “Other Agreements” means, collectively, all agreements and instruments between,
among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without
limitation, promissory notes; provided, however, the term “Other Agreements” shall not include the related or
companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan transaction and
with all other existing and future debt of Borrower to the Holder.

 

3.17.
Inside Information. The Borrower or its officers, directors, and/or affiliates attempt to transmit, convey, disclose, or
any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public
information concerning the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s
filing of a Form 8-K pursuant to Regulation FD on that same date.

 

3.18. Bid
Price
. The Borrower shall lose the “bid” price for its Common Stock ($0.0001 on the “Ask” with
zero market makers on the “Bid” per Level 2) and/or a market (including the OTC Pink, OTCQB or an equivalent
replacement exchange).

 

3.19.
Delisting or Suspension of Trading of Common Stock. If, at any time on or after the Issue Date, the Borrower’s Common
Stock (i) is suspended from trading, (ii) halted from trading, and/or (iii) fails to be quoted or listed (as applicable) on any
level of the OTC Markets, any tier of the NASDAQ Stock Market, the New York Stock Exchange, or the NYSE MKT.

 

3.20. Unavailability
of Rule 144
. If, at any time on or after the date which is six (6) months after the Issue Date, the Holder is unable to
(i) obtain a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder, the
Holder’s brokerage firm (and respective clearing firm), and the Borrower’s transfer agent in order to facilitate
the Holder’s conversion of any portion of the Note into free trading shares of the Borrower’s Common Stock
pursuant to Rule 144, and/or (ii) thereupon deposit such shares into the Holder’s brokerage account.

 

 

Upon
the occurrence of any Event of Default specified in Article III of the Note, the Note shall become immediately and automatically
due and payable without demand, presentment or notice and the Borrower shall pay to the Holder, in full satisfaction of its obligations
hereunder, an amount equal to the greater of (i) 200% times the sum of (w) the then outstanding principal amount
of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the
“Mandatory Repayment Date”) plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or
(x) plus (z) any amounts owed to the Holder pursuant to Section and 1.4(g) hereof (the then outstanding principal amount
of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known
as the “Default Sum”) or (ii) the “parity value” of the Default Sum to be prepaid, where parity value
means (a) the highest number of shares of Common Stock issuable upon conversion of or otherwise pursuant to such Default Sum in
accordance with Article I, treating the Trading Day immediately preceding the Mandatory Repayment Date as the “Conversion
Date” for purposes of determining the lowest applicable Conversion Price, unless the Default Event arises as a result of
a breach in respect of a specific Conversion Date in which case such Conversion Date shall be the Conversion Date), multiplied
by
(b) the highest closing price for the Common Stock during the period beginning on the date of first occurrence of the Event
of Default and ending one day prior to the Mandatory Repayment Date (the “Default Amount”) and all other amounts payable
hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly
waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be
entitled to exercise all other rights and remedies available at law or in equity. If at any time while this Note is outstanding
the Borrower’s Common Stock trades below $0.01, the principal amount of the Note shall automatically and without further
action increase by twenty-five thousand dollars ($25,000).

 

The
Holder shall have the right at any time after the occurrence of an Event of Default, to require the Borrower, to immediately issue,
in lieu of the Default Amount and/or Default Sum, the number of shares of Common Stock of the Borrower equal to the Default Amount
and/or Default Sum divided by the Conversion Price then in effect, subject to issuance in tranches due to the beneficial ownership
limitations provided in this Note.

 

ARTICLE
IV. MISCELLANEOUS

 

4.1. Failure
or Indulgence Not Waiver
. No failure or delay on the part of the Holder in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing
hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

 

4.2.
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, email or facsimile, addressed as set forth below or to such other address as such
party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given
hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile or email, with accurate confirmation generated
by the transmitting facsimile machine or computer, at the address, email or number designated in the Purchase Agreement (if delivered
on a business day during normal business hours where such notice is to be received), or the first business day following such
delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on
the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or
upon actual receipt of such mailing, whichever shall first occur.

 

 

4.3.
Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and
the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument
(and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then
as so amended or supplemented.

 

4.4.
Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit
of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined
in Rule 501(a) of the 1933 Act). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral
in connection with a bona fide margin account or other lending arrangement.

 

4.5. Cost
of Collection
. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of
collection, including reasonable attorneys’ fees.

 

4.6.
Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Nevada without
regard to conflicts of laws principles that would result in the application of the substantive laws of another jurisdiction. Any
action brought by either party against the other concerning the transactions contemplated by this Agreement must be brought only
in the civil or state courts located in the State and county of New York or in the federal courts located in the State and county
of New York. Both parties and the individual signing this Agreement on behalf of the Borrower agree to submit to the jurisdiction
of such courts. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and
costs. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the
validity or unenforceability of any other provision of this Note. Nothing contained herein shall be deemed or operate to preclude
the Holder from bringing suit or taking other legal action against the Borrower in any other jurisdiction to collect on the Borrower’s
obligations to Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other
decision in favor of the Holder. This Note shall be deemed an unconditional obligation of Borrower for the payment of money
and, without limitation to any other remedies of Holder, may be enforced against Borrower by summary proceeding pursuant to New
York Civil Procedure Law and Rules Section 3213 or any similar rule or statute in the jurisdiction where enforcement is sought.
For purposes of such rule or statute, any other document or agreement to which Holder and Borrower are parties or which Borrower
delivered to Holder, which may be convenient or necessary to determine Holder’s rights hereunder or Borrower’s obligations
to Holder are deemed a part of this Note, whether or not such other document or agreement was delivered together herewith or was
executed apart from this Note.

 

4.7.
Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding
principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest
on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on
this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty
and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the
sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant
to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate
to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares
of Common Stock.

 

 

4.8.
Disclosure. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Note, unless the
Company has in good faith determined that the matters relating to such notice do not constitute material, non-public information
relating to the Company or any of its Subsidiaries, the Company shall within one (1) Trading Day after any such receipt or delivery,
publicly disclose such material, non-public information on a Current Report on Form 8-K or otherwise. In the event that the Company
believes that a notice contains material, nonpublic information relating to the Company or any of its Subsidiaries, the Company
so shall indicate to such Holder contemporaneously with delivery of such notice, and in the absence of any such indication, the
Holder shall be allowed to presume that all matters relating to such notice do not constitute material, non-public information
relating to the Company or its Subsidiaries.

 

4.9.
Notice of Corporate Events. Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder
of Common Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder
with prior notification of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information
sent to shareholders). In the event of any taking by the Borrower of a record of its shareholders for the purpose of determining
shareholders who are entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or
otherwise acquire (including by way of merger, consolidation, reclassification or recapitalization) any share of any class or
any other securities or property, or to receive any other right, or for the purpose of determining shareholders who are entitled
to vote in connection with any proposed sale, lease or conveyance of all or substantially all of the assets of the Borrower or
any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least
twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the consummation of the transaction
or event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such dividend, distribution,
right or other event, and a brief statement regarding the amount and character of such dividend, distribution, right or other
event to the extent known at such time. The Borrower shall make a public announcement of any event requiring notification to the
Holder hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this Section
4.9.

 

4.10.
Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the
Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that
the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened
breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies
at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing
or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing
economic loss and without any bond or other security being required.

 

4.11.
Usury. This Note shall be subject to the anti-usury limitations contained in the Purchase Agreement.

 

(Remainder
of Page intentionally left blank)

 

 

IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer as of the Issue Date first
set forth above.

 

CYBER
APPS WORLD, INC.

 

By:
/s/ Mohammed Irfan Rafimiya Kazi                               

Name:
Mohammed Irfan Rafimiya Kazi

Title:
Chief Executive Officer

 

 

EXHIBIT
A

 

NOTICE
OF CONVERSION

 

The
undersigned hereby elects to convert principal under the 12% convertible note of Cyber Apps World, Inc., a Nevada corporation
(the Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions
hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned,
the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions
as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except
for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to the Company
that its ownership of the Common Stock does not exceed the amounts specified under Section 1.1 of this Note, as determined in
accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements
under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock pursuant to any prospectus.

 

Conversion
calculations:

 

Issue
Date of Note:                                                                                     

Date
to Effect Conversion:                                                                        

Conversion
Price:                                                                                        

Principal
Amount of Note to be Converted:                                           

Less
applicable fees under the Note:                                                      

Amount
of Note to be Converted:                                                           

 

Interest
Amount to be Converted:                                                           

Less
applicable fees under the Note:                                                       

Amount
of Note to be Converted:                                                            

 

Additional
Principal on Account of Conversion 

Pursuant
to Section 1.2(b) of the Note:                                                   

 

Number
of shares of Common Stock to be issued:                                

 

Remaining
Principal Balance of Note:                                                      

 

Signature:                                                                                                      

Name:                                                                                                             

 

Address
for Delivery of Common Stock Certificates:                            

                                                                                                                       

                                                                                                                       

 

Or

 

DWAC
Instructions:                                                                                   

DTC
No:                                                                                                        

Account
No:                                                                                                

 

 



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