{"url_path":"/sec/cblo/8-k/2026-06-02/body","section_key":"body","section_title":"Body","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-02","source_url":"https://www.sec.gov/Archives/edgar/data/1882781/0001882781-26-000041-index.html","accession_number":"0001882781-26-000041","cik":"0001882781","ticker":"CBLO","issuer_name":"C2 Blockchain, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1882781/0001882781-26-000041-index.html","primary_entity_key":"0001882781","primary_entity_name":"C2 Blockchain, Inc."},"word_count":14507,"has_tables":true,"body_markdown":"EX-10.2\n3\nauctus.htm\nFORM OF PROMISSORY NOTE ISSUED TO AUCTUS FUND, LLC\n\nNEITHER THE ISSUANCE AND SALE\nOF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED\nUNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED\nOR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,\nOR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE\nFORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID\nACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN\nACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.\n\n** **\n\n**Principal Amount: $130,000.00**\n**Issue Date: May 22, 2026**\n\n**Actual Amount of Purchase Price: $117,000.00**\n\n** **\n\n**PROMISSORY NOTE**\n\n** **\n\n**FOR VALUE\nRECEIVED**, **C2 BLOCKCHAIN, INC.**, a Nevada corporation (hereinafter called the “Borrower” or the “Company”),\nhereby promises to pay to the order of **AUCTUS FUND, LLC**, a Delaware limited liability company, or registered assigns (the “Holder”),\nin the form of lawful money of the United States of America, the principal sum of $130,000.00 (the “Principal Amount”) (subject\nto adjustment herein), consisting of the purchase price of $117,000.00 (the “Purchase Price”) plus an original issue discount\nin the amount of $13,000.00 (the “OID”), and to pay a one-time interest charge on the Principal Amount hereof at the rate\nof twelve percent (12%) (the “Interest Rate”) (which is equal to $15,600.00 and shall be guaranteed and earned in full as\nof the date hereof (the “Issue Date”)), when such amounts become due and payable, whether at maturity or upon acceleration\nor by prepayment or otherwise, as further provided herein. The maturity date shall be twelve (12) months from the Issue Date (the “Maturity\nDate”) and is the date upon which the outstanding Principal Amount (which includes the OID) as well as any accrued and unpaid interest\nand other fees shall be due and payable (in addition to all payment obligations under Section 4.16 of this Note).\n\nThis Note may not be prepaid or repaid in whole or in part\nexcept as otherwise explicitly set forth herein.\n\nAny Principal\nAmount or interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) twenty-two percent (22%)\nper annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid (“Default Interest”).\nInterest and Default Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed.\n\nAll payments\ndue hereunder (to the extent not converted into shares of common stock, $0.001 par value per share, of the Borrower (the “Common\nStock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be\nmade at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this\nNote. 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\ninstead be due on the next succeeding day which is a business day.\n\nEach capitalized\nterm used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement, dated\nas of the Issue Date, pursuant to which this Note was originally issued (the “Purchase Agreement”). As used in this Note,\nthe term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of\nNew York, New York are authorized or required by law or executive order to remain closed. As used herein, the term “Trading Day”\nmeans any day that shares of Common Stock are listed for trading or quotation on the Principal Market (as defined in the Purchase Agreement),\nprovided, however, that if the Common Stock is not then listed or quoted on any Principal Market, then any calendar day.\n\nThis Note\nis free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights\nor other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.\n\nIn connection\nwith the issuance of this Note, the Borrower issued the Second Warrant (as defined in the Purchase Agreement) (the “Second Warrant”)\nto Holder as a commitment fee, provided, however, that the Second Warrant must be cancelled and extinguished in its entirety if the Note\nis fully repaid and satisfied prior to the occurrence of an Event of Default (as defined in this Note) under this Note, subject further\nto the terms and conditions of this Note.\n\nThe following terms shall also apply to this Note:\n\nARTICLE I. CONVERSION RIGHTS\n\n** **\n\n1.1 Conversion\nRight. The Holder shall have the right, on any calendar day, at any time on or following the Issue Date, to convert all or any portion\nof the then outstanding and unpaid Principal Amount and interest (including any Default Interest) into fully paid and non-assessable shares\nof Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into\nwhich such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined below) determined as provided\nherein (a “Conversion”), by submitting to the Borrower or Borrower’s transfer agent a Notice of Conversion (as defined\nin this Note) by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date (as defined in this Note)\nprior to 11:59 p.m., New York, New York time; *provided, however*, that notwithstanding anything to the contrary contained herein,\nthe Holder shall not have the right to convert any portion of this Note, pursuant to Section 1 or otherwise, to the extent that after\ngiving effect to such issuance after conversion as set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s\naffiliates (the “Affiliates”), and any other Persons (as defined below) acting as a group together with the Holder or any\nof the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial\nOwnership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned\nby the Holder and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of this Note with respect\nto which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) conversion\nof the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties and\n(ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation\non conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution\nParties. Except as set forth in the preceding sentence, for purposes of this Section 1.1, beneficial ownership shall be calculated in\naccordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and the rules and regulations\npromulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed\nin accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with\nSection 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. For purposes of this Section 1.1, in determining the\nnumber of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in\n(A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public\nannouncement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares\nof Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two Trading Days confirm orally\nand in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common\nStock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the\nHolder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported.\nThe “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding at the time of\nthe respective calculation hereunder. “Person” and “Persons” means an individual, a limited liability company,\na partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or\nany department or agency thereof. The limitations contained in this paragraph shall apply to a successor holder of this Note. The number\nof Conversion Shares (as defined in the Purchase Agreement) (the “Conversion Shares”) to be issued upon each conversion of\nthis Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on\nthe date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”),\ndelivered to the Borrower or Borrower’s transfer agent by the Holder in accordance with the terms of this Note; provided that the\nNotice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice)\nto the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time on such conversion date (the “Conversion\nDate”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the Principal\nAmount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any,\non such Principal Amount at the Interest Rate to the Conversion Date, plus (3) at the Holder’s option, Default Interest,\nif any, on the amounts referred to in the immediately preceding clauses (1) and/or (2).\n\n1.2Conversion Price.\n\n(a)\nCalculation of Conversion Price. The per share conversion price into which Principal Amount\nand interest (including any Default Interest) under this Note shall be convertible into shares of Common Stock hereunder as further described\nin this Note (the “Conversion Price”) shall equal to 60% of the lowest traded price of the Common Stock on the Principal Market\non any Trading Day during the fifteen (15) Trading Days prior to the respective Conversion Date, subject to adjustment as provided in\nthis Note. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common\nStock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the\nConversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means\nsuch additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable\nupon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted\nby the Holder to the par value price. Holder shall be entitled to deduct $1,750.00 from the conversion amount in each Notice of Conversion\nto cover Holder’s fees associated with each Notice of Conversion. All such Conversion Price determinations are to be appropriately\nadjusted for any stock dividend, stock split, stock combination, rights offerings, reclassification\nor similar transaction that proportionately decreases or increases the Common Stock. If the Company, at any time while this Note is outstanding:\n(i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock\nor any Common Stock Equivalents, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including\nby way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a\nreclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied\nby a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding\nimmediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after\nsuch event. Any adjustment made pursuant to the immediately preceding sentence shall become effective immediately\nafter the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become\neffective immediately after the effective date in the case of a subdivision, combination or re-classification. “Common Stock Equivalents”\nmeans any securities of the Company or the Company’s Subsidiaries (as defined in the Purchase Agreement) which would entitle the\nholder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or\nother instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to\nreceive, Common Stock.\n\n(b)\nVoluntary Adjustment By Company. Subject to the rules and regulations of the Principal Market,\nthe Company may at any time while this Note is outstanding, with the prior written consent of the Holder, reduce the then applicable Conversion\nPrice to any amount and for any period of time deemed appropriate by the Board of Directors of the Company. For the avoidance of doubt,\nthe Holder shall not be required to effectuate such conversion in the event of any reduction in Conversion Price by the Company.\n\n1.3\nAuthorized and Reserved Shares. The Borrower covenants that at all times until the Note is\nsatisfied in full, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive\nrights, to provide for the issuance of a number of Conversion Shares equal to the greater of: (a) 17,000,000 shares of Common Stock or\n(b) the sum of (i) the number of Conversion Shares issuable upon the full conversion of this Note (assuming no payment of Principal Amount\nor interest) at the then applicable Conversion Price multiplied by (ii) three (3) (the “Reserved Amount”). The Borrower\nrepresents that upon issuance, the Conversion Shares will be duly and validly issued, fully paid and non-assessable. The Borrower (i)\nacknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Conversion Shares or instructions to\nhave the Conversion Shares issued as contemplated by Section 1.4(f) hereof, and (ii) agrees that its issuance of this Note shall constitute\nfull authority to its officers and agents who are charged with the duty of executing stock certificates or cause the Company to electronically\nissue shares of Common Stock to execute and issue the necessary certificates for the Conversion Shares or cause the Conversion Shares\nto be issued as contemplated by Section 1.4(f) hereof in accordance with the terms and conditions of this Note.\n\n1.4Method of Conversion.\n\n(a)\nSurrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein,\nupon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to\nthe Borrower unless the entire unpaid Principal Amount is so converted. The Holder and the Borrower shall maintain records showing the\nPrincipal Amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder\nand the Borrower, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy,\nsuch records of the Holder shall, *prima facie,*be controlling and determinative in the absence of manifest error. The Holder and\nany assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion\nof a portion of this Note, the unpaid and unconverted Principal Amount of this Note represented by this Note may be less than the amount\nstated on the face hereof.\n\n(b)\nPayment of Taxes. The Borrower shall not be required to pay any tax which may be payable in\nrespect of any transfer involved in the issue and delivery of shares of Common Stock or other securities or property on conversion of\nthis 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\nsuch shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street\nname such shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount\nof any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.\n\n(c)\nDelivery of Common Stock Upon Conversion. Upon receipt by the Borrower or Borrower’s\ntransfer agent from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion\nmeeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and\ndelivered to or upon the order of the Holder certificates for the Conversion Shares (or cause the electronic delivery of the Conversion\nShares as contemplated by Section 1.4(e) hereof) within one (1) Trading Day after such receipt (the “Deadline”) (and, solely\nin the case of conversion of the entire unpaid Principal Amount and interest (including any Default Interest) under this Note, surrender\nof this Note). If the Company shall fail for any reason or for no reason to issue to the Holder on or prior to the Deadline a certificate\nfor the number of Conversion Shares or to which the Holder is entitled hereunder and register such Conversion Shares on the Company’s\nshare register or to credit the Holder’s balance account with DTC (as defined below) for such number of Conversion Shares to which\nthe Holder is entitled upon the Holder’s conversion of this Note (a “Conversion Failure”), then, in addition to all\nother remedies available to the Holder, (i) the Company shall pay in cash to the Holder on each day after the Deadline and during such\nConversion Failure an amount equal to 2.0% of the product of (A) the sum of the number of Conversion Shares not issued to the Holder on\nor prior to the Deadline and to which the Holder is entitled and (B) the closing sale price of the Common Stock on the Trading Day immediately\npreceding the last possible date which the Company could have issued such Conversion Shares to the Holder without violating this Section\n1.4(c); and (ii) the Holder, upon written notice to the Company, may void all or any portion of such Notice of Conversion; provided that\nthe voiding of all or any portion of a Notice of Conversion shall not affect the Company’s obligations to make any payments which\nhave accrued prior to the date of such notice. In addition to the foregoing, if on or prior to the Deadline the Company shall fail to\nissue and deliver a certificate to the Holder and register such Conversion Shares on the Company’s share register or credit the\nHolder’s balance account with DTC for the number of Conversion Shares to which the Holder is entitled upon the Holder’s exercise\nhereunder or pursuant to the Company’s obligation pursuant to clause (ii) below, and if on or after such Trading Day the Holder\npurchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares\nof Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company, then the Company shall, within two\n(2) Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount\nequal to the Holder’s total purchase price (including brokerage commissions and other reasonable and customary out-of-pocket expenses,\nif any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to\ndeliver such certificate (and to issue such Conversion Shares) or credit such Holder’s balance account with DTC for such Conversion\nShares shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such\nConversion Shares or credit such Holder’s balance account with DTC and pay cash to the Holder in an amount equal to the excess (if\nany) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the closing sales price of the Common\nStock on the date of exercise. Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at\nlaw or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s\nfailure to timely deliver certificates representing the Conversion Shares (or to electronically\ndeliver such Conversion Shares) upon the conversion of this Note as required pursuant to the terms hereof.\n\n(d)\nObligation of Borrower to Deliver Common Stock. At the time that the Holder submits the Notice\nof Conversion to the Borrower or Borrower’s transfer agent, the Holder shall be deemed to be the holder of record of the Conversion\nShares issuable upon such conversion, the outstanding Principal Amount and the amount of accrued and unpaid interest (including any Default\nInterest) under this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this\nArticle I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive\nthe Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice\nof Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or\ncause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) shall be absolute and unconditional,\nirrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof,\nthe recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other\nobligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach\nor alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit\nsuch obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion\nshall be the Conversion Date so long as the Notice of Conversion is sent to the Borrower or Borrower’s transfer agent before 11:59\np.m., New York, New York time, on such date.\n\n(e)\nDelivery of Conversion Shares by Electronic Transfer. In lieu of delivering physical certificates\nrepresenting the Conversion Shares issuable upon conversion hereof, provided the Borrower is participating in the Depository Trust Company\n(“DTC”) Fast Automated Securities Transfer or Deposit/Withdrawal at Custodian programs, upon request of the Holder and its\ncompliance with the provisions contained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its\ntransfer agent to electronically transmit the Conversion Shares issuable upon conversion hereof to the Holder by crediting the account\nof Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.\n\n1.5\nConcerning the Shares. The Conversion Shares issuable upon conversion of this Note may not\nbe sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the 1933 Act or (ii) the\nBorrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be the Legal Counsel Opinion\n(as defined in the Purchase Agreement)) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to\nan exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144, Rule 144A, Regulation S, or other\napplicable exemption, or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees\nto sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the\nPurchase Agreement). Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until\nsuch time as the Conversion Shares have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation\nS, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately\nsold, each certificate for the Conversion Shares that has not been so included in an effective registration statement or that has not\nbeen sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially\nin the following form, as appropriate:\n\n“NEITHER THE ISSUANCE\nAND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED\nUNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED\nOR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,\nOR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE\nFORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION S UNDER SAID ACT,\nOR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT\nOR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”\n\n** **\n\nThe legend\nset forth above shall be removed and the Company shall issue to the Holder a certificate for the applicable Conversion Shares without\nsuch legend upon which it is stamped or (as requested by the Holder) issue the applicable Conversion Shares by electronic delivery by\ncrediting the account of such holder’s broker with DTC, if, unless otherwise required by applicable state securities laws: (a) such\nConversion Shares are registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold\npursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as\nof a particular date that can then be immediately sold, or (b) the Company or the Holder provides the Legal Counsel Opinion (as contemplated\nby and in accordance with Section 4(l) of the Purchase Agreement) to the effect that a public sale or transfer of such Conversion Shares\nmay be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected.\nThe Company shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Holder agrees\nto sell all Conversion Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance with\napplicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by\nthe Holder with respect to the transfer of Conversion Shares pursuant to an exemption from registration, such as Rule 144, Rule 144A,\nRegulation S, or other applicable exemption, at the Deadline, notwithstanding that the conditions of Rule 144, Rule 144A, Regulation S,\nor other applicable exemption, as applicable, have been met, it will be considered an Event of Default under this Note.\n\n1.6Effect of Certain Events.\n\n(a)\nEffect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or\ndisposition of all or substantially all of the assets of the Borrower, or the consolidation, merger or other business combination of the\nBorrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed\nto be an Event of Default pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition\nto such transaction an amount equal to the Default Amount (as defined in this Note) or (ii) be treated pursuant to Section 1.6(b) hereof.\n“Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity\nor organization.\n\n(b)\nAdjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and\noutstanding and prior to conversion of all of this Note, there shall be any merger, consolidation, exchange of shares, recapitalization,\nreorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or\na 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\nor conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of\nthe Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and\nupon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion,\nsuch stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted\nin full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case\nappropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions\nhereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion\nof the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable\nupon the conversion hereof. The Borrower shall not effectuate any transaction described in this Section 1.6(b) unless (a) it first gives,\nto the extent practicable, at least thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice)\nof the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger,\nconsolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder\nshall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument\nthe obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers\nor share exchanges.\n\n(c)\nAdjustment Due to Distribution. If the Borrower shall declare or make any distribution of\nits assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or\notherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares)\nof capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon\nany conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount\nof such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had\nsuch Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.\n\n(d)\nPurchase Rights. If, at any time when all or any portion of this Note is issued and outstanding,\nthe Borrower issues any convertible securities or rights to purchase stock, warrants, securities or other property (the “Purchase\nRights”) pro rata to the record holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire,\nupon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder\nhad held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion\ncontained herein) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if\nno 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\nsuch Purchase Rights.\n\n(e)\nDilutive Issuance. If the Borrower, at any time while this Note or any amounts due hereunder\nare outstanding, issues, sells or grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase,\nor sells or grants any right to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces\nany sale, grant or any option to purchase or other disposition), any Common Stock or other securities convertible into, exercisable for,\nor otherwise entitle any person or entity the right to acquire, shares of Common Stock (including, without limitation, upon conversion\nof this Note, and any convertible notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective\nprice per share that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances,\ncollectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Stock or other securities so issued\nshall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices\nor otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive\nshares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have\noccurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced, at the\noption of the Holder, to a price equal to the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or other\nsecurities are issued. By way of example, and for the avoidance of doubt, if the Company issues a convertible promissory note (including\nbut not limited to a Variable Rate Transaction (as defined in the Purchase Agreement)), and the holder of such convertible promissory\nnote has the right to convert it into Common Stock at an effective price per share that is lower than the then Conversion Price (including\nbut not limited to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock), then\nthe Holder has the right to reduce the Conversion Price to such Base Conversion Price (including but not limited to a conversion price\nwith a discount that varies with the trading prices of or quotations for the Common Stock) in perpetuity regardless of whether the holder\nof such convertible promissory note ever effectuated a conversion at the Base Conversion Price. In the event of an issuance of securities\ninvolving multiple tranches or closings, any adjustment pursuant to this Section 1.6(e) shall be calculated as if all such securities\nwere issued at the initial closing.\n\n(f)\nNotice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion\nPrice as a result of the events described in Section 1.6 of this Note, the Borrower shall, at its expense and within one (1) calendar\nday after the occurrence of each respective adjustment or readjustment of the Conversion Price, compute such adjustment or readjustment\nand prepare and furnish to the Holder a certificate setting forth (i) the Conversion Price in effect at such time based upon the Dilutive\nIssuance, (ii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be\nreceived upon conversion of the Note, (iii) the detailed facts upon which such adjustment or readjustment is based, and (iv) copies of\nthe documentation (including but not limited to relevant transaction documents) that evidences the adjustment or readjustment. In addition,\nthe Borrower shall, within one (1) calendar day after each written request from the Holder, furnish to such Holder a like certificate\nsetting forth (i) the Conversion Price in effect at such time based upon the Dilutive Issuance, (ii) the number of shares of Common Stock\nand the amount, if any, of other securities or property which at the time would be received upon conversion of the Note, (iii) the detailed\nfacts upon which such adjustment or readjustment is based, and (iv) copies of the documentation (including but not limited to relevant\ntransaction documents) that evidences the adjustment or readjustment. For the avoidance of doubt, each adjustment or readjustment of the\nConversion Price as a result of the events described in Section 1.6 of this Note shall occur without any action by the Holder and regardless\nof whether the Borrower complied with the notification provisions in Section 1.6 of this Note.\n\n1.7\nStatus as Shareholder. Upon submission of a Notice of Conversion by the Holder, (i) the Conversion\nShares covered thereby shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as the Holder of such\nconverted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock\nand to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower to\ncomply with the terms of this Note. Notwithstanding the foregoing, if the Holder has not received certificates for all shares of Common\nStock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion of any portion of this\nNote for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Borrower)\nthe Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and the Borrower shall,\nas soon as practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered, adjust its records to reflect\nthat such portion of this Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies for the Borrower’s\nfailure to convert this Note.\n\n1.8\nPrepayment. At any time prior to the date that an Event of Default (as defined in this Note)\noccurs under this Note, the Borrower shall have the right, exercisable on three (3) Trading Days prior written notice to the Holder of\nthe Note, to prepay the outstanding Principal Amount and interest then due under this Note in accordance with this Section 1.8. Any notice\nof prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses\nand shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be three\n(3) Trading Days from the date of the Optional Prepayment Notice (the “Optional Prepayment Date”). The Holder shall have the\nright, during the period beginning on the date of Holder’s receipt of the Optional Prepayment Notice and until the Holder’s\nactual receipt of the full prepayment amount on the Optional Prepayment Date, to instead convert all or any portion of the Note pursuant\nto the terms of this Note, including the amount of this Note to be prepaid by the Borrower in accordance with this Section 1.8. On the\nOptional Prepayment Date, the Borrower shall make payment of the amounts designated below to or upon the order of the Holder as specified\nby the Holder in writing to the Borrower. If the Borrower exercises its right to prepay the Note in accordance with this Section 1.8,\nthe Borrower shall make payment to the Holder of an amount in cash equal to the sum of: (w) 100% multiplied by the Principal Amount then\noutstanding plus (x) 100% multiplied by the accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date\nplus (y) $750.00 to reimburse Holder for administrative fees. If the Borrower delivers an Optional Prepayment Notice and fails\nto pay the applicable prepayment amount due to the Holder of the Note as provided in this Section 1.8, then the Borrower shall forever\nforfeit its right to prepay any part of the Note pursuant to this Section 1.8 and the Holder shall no longer be required to cancel and\nextinguish the Second Warrant under any circumstances.\n\n1.9\nRepayment from Proceeds. If, at any time on or after the Issue Date of this Note, and prior\nto the full repayment or full conversion of all amounts owed under this Note, the Company or any of the Company’s Subsidiaries receives\ncash proceeds from any source or series of related or unrelated sources on or after the Issue Date, including but not limited to, from\npayments from customers, the issuance of equity or debt, the incurrence of Indebtedness (as defined in this Note), a merchant cash advance,\nsale of receivables or similar transaction, the conversion of outstanding warrants of the Company or any of the Company’s Subsidiaries,\nthe issuance of securities pursuant to an Equity Line of Credit (as defined in this Note) of the Company, or the sale of assets (including\nbut not limited to real property) by the Company or any of the Company’s Subsidiaries, the Company shall, within one (1) business\nday of Company’s or the Subsidiaries’ receipt of such proceeds, inform the Holder of or publicly disclose such receipt, following\nwhich the Holder shall have the right in its sole discretion to require the Company or the Subsidiaries to immediately apply up to 50%\nof such proceeds to repay all or any portion of the outstanding Principal Amount and interest (including any Default Interest) then due\nunder this Note. Failure of the Company to comply with this provision shall constitute an Event of Default. “Equity Line of Credit”\nshall mean any transaction involving a written agreement between the Company and an investor or underwriter whereby the Company has the\nright to “put” its Common Stock to the investor or underwriter over an agreed period of time and at an agreed price or price\nformula (such Common Stock must be registered pursuant to a registration statement of the Company for the investor’s or underwriter’s\nresale).\n\nARTICLE II. RANKING AND\nCERTAIN COVENANTS\n\n** **\n\n2.1\nRanking. This Note shall be unsecured Indebtedness of the Borrower. “Indebtedness”\nshall mean all indebtedness, including but not limited to (a) all indebtedness of the Borrower or Subsidiaries for the deferred purchase\nprice of property or services, including any type of letters of credit, (b) all liabilities, obligations and indebtedness for borrowed\nmoney including, but not limited to, all obligations of the Borrower or Subsidiaries evidenced by notes, bonds, debentures or other similar\ninstruments, (c) purchase money indebtedness hereafter incurred by the Borrower or Subsidiaries to finance the purchase of fixed or capital\nassets, including all capital lease obligations of the Borrower which do not exceed the purchase price of the assets funded, (d) all guaranties,\nendorsements and other contingent obligations in respect of indebtedness of Borrower, Subsidiaries or others, whether or not the same\nare or should be reflected in the Borrower’s or Subsidiaries’ consolidated balance sheet (or the notes thereto), (e) all guarantee\nobligations of the Borrower or Subsidiaries in respect of obligations of the kind referred to in clauses (a) through (d) above that the\nBorrower or Subsidiaries would not be permitted to incur or enter into, and (f) all obligations of the kind referred to in clauses (a)\nthrough (e) above that the Borrower or Subsidiaries is not permitted to incur or enter into that are secured and/or unsecured by (or for\nwhich the holder of such obligation has an existing right, contingent or otherwise, to be secured and/or unsecured by) any lien or encumbrance\non property (including accounts and contract rights) owned by the Borrower or Subsidiaries, whether or not the Borrower or Subsidiaries\nhas assumed or become liable for the payment of such obligation.\n\n2.2\nDistributions on Capital Stock. So long as the Borrower shall have any obligation under this\nNote, the Borrower shall not without the Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or\nother distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common\nStock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment\nor distribution in respect of its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved\nby a majority of the Borrower’s disinterested directors.\n\n2.3\nRestriction on Stock Repurchases and Debt Repayments. So long as the Borrower shall have any\nobligation under this Note, the Borrower shall not without the Holder’s written consent redeem, repurchase or otherwise acquire\n(whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions\nany shares of capital stock of the Borrower or any warrants, rights or options to purchase or acquire any such shares, or repay any pari\npassu or subordinated Indebtedness of Borrower.\n\n2.4\nSale of Assets. So long as the Borrower shall have any obligation under this Note, neither\nthe Borrower nor any of the Borrower’s Subsidiaries shall, without the Holder’s written consent, sell, lease or otherwise\ndispose of any significant portion of its assets outside the ordinary course of business. Any consent by the Holder to the disposition\nof any assets may be conditioned on a specified use of the proceeds of disposition.\n\n2.5\nAdvances and Loans; Affiliate Transactions. So long as the Borrower shall have any obligation\nunder this Note, the Borrower shall not, without the Holder’s written consent, lend money, give credit, make advances to or enter\ninto any similar transaction with any person, firm, joint venture or corporation, including, without limitation, officers, directors,\nemployees, subsidiaries and affiliates of the Borrower, except loans, credits or advances (a) in existence or committed on the Issue Date\nand which the Borrower has informed Holder in writing prior to the Issue Date, (b) in regard to transactions with unaffiliated third parties,\nmade in the ordinary course of business or (c) in regard to transactions with unaffiliated third parties, not in excess of $100,000. So\nlong as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, repay\nany affiliate (as defined in Rule 144) of the\nBorrower in connection with any indebtedness or accrued amounts owed to any such party.\n\n2.6\nSection 3(a)(9) or 3(a)(10) Transaction. So long as this Note is outstanding, the Borrower\nshall not enter into any transaction or arrangement structured in accordance with, based upon, or related or pursuant to, in whole or\nin part, either Section 3(a)(9) of the Securities Act (a “3(a)(9) Transaction”) or Section 3(a)(10) of the Securities Act\n(a “3(a)(10) Transaction”). In the event that the Borrower does enter into, or makes any issuance of Common Stock related\nto a 3(a)(9) Transaction or a 3(a)(10) Transaction while this note is outstanding, a liquidated damages charge of 25% of the outstanding\nprincipal balance of this Note, but not less than $25,000, will be assessed and will become immediately due and payable to the Holder\nat its election in the form of a cash payment or added to the balance of this Note (under Holder's and Borrower's expectation that this\namount will tack back to the Issue Date), in addition to all other available remedies at law or in equity.\n\n2.7\nPreservation of Business and Existence, etc. So long as the Borrower shall have any obligation\nunder this Note, the Borrower shall not, without the Holder’s written consent, (a) change the nature of its business; (b) sell,\ndivest, change the structure of any material assets other than in the ordinary course of business; (c) enter into a Variable Rate Transaction;\nor (d) enter into any Prohibited Transaction (as defined in this Note). “Prohibited Transaction” shall mean any merchant cash\nadvance transaction, sale of receivables transaction, or any other similar transaction. In addition, so long as the Borrower shall have\nany obligation under this Note, the Borrower shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve,\nits existence, rights and privileges, and become or remain, and cause each of its Subsidiaries (other than dormant Subsidiaries that have\nno or minimum assets) to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties\nowned or leased by it or in which the transaction of its business makes such qualification necessary.\n\n2.8\nNoncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment\nof its Certificate or Articles of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme\nof arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance\nof any of the terms of this Note, and will at all times in good faith carry out all the provisions of this Note and take all action as\nmay be required to protect the rights of the Holder.\n\n2.9\nLost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory\nto the Company of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification\nundertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note,\nthe Company shall execute and deliver to the Holder a new Note.\n\nARTICLE III. EVENTS OF\nDEFAULT\n\n** **\n\nIt shall be considered an event of\ndefault if any of the following events listed in this Article III (each, an “Event of Default”) shall occur on or after the\nIssue Date:\n\n3.1\nFailure to Pay Principal or Interest. The Borrower fails to pay the Principal Amount hereof\nor interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise, or fails to fully comply with Section\n1.10 of this Note.\n\n3.2\nConversion and the Shares. The Borrower (i) fails to issue Conversion Shares to the Holder\n(or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights\nof the Holder in accordance with the terms of this Note, (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically\nor in certificated form) any certificate for the Conversion Shares issuable to the Holder\nupon conversion of or otherwise pursuant to this Note as and when required by this Note, (iii) fails to reserve the Reserved Amount at\nall times, (iv) the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring\n(or issuing) (electronically or in certificated form) any certificate for the Conversion Shares issuable to the Holder upon conversion\nof 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\nor impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions\nin respect thereof) on any certificate for any Conversion Shares issued to the Holder upon conversion of or otherwise pursuant to this\nNote as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations\ndescribed in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor\nits obligations shall not be rescinded in writing) for two (2) Trading Days after the Holder shall have delivered a Notice of Conversion,\nand/or (v) fails to remain current in its obligations to its transfer agent (including but not limited to payment obligations to its transfer\nagent). 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\nowed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer\nagent in order to process a conversion, such advanced funds shall be added to the principal balance of the Note.\n\n3.3\nBreach of Agreements and Covenants. The Borrower breaches any covenant, agreement, or other\nterm or condition contained in the Purchase Agreement, this Note, Irrevocable Transfer Agent Instructions, Warrants (as defined in the\nPurchase Agreement) (the “Warrants”), or in any agreement, statement or certificate given in writing pursuant hereto or in\nconnection herewith or therewith.\n\n3.4\nBreach of Representations and Warranties. Any representation or warranty of the Borrower made\nin the Purchase Agreement, this Note, Irrevocable Transfer Agent Instructions, Warrants, or in any agreement, statement or certificate\ngiven in writing pursuant hereto or in connection herewith or therewith shall be false or misleading in any material respect when made.\n\n3.5\nReceiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment\nfor 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\nits property or business, or such a receiver or trustee shall otherwise be appointed.\n\n3.6\nJudgments. Any money judgment, writ or similar process shall be entered or filed against the\nBorrower or any subsidiary of the Borrower or any of its property or other assets for more than $100,000, and shall remain unvacated,\nunbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably\nwithheld.\n\n3.7\nBankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings,\nvoluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the\nBorrower or any subsidiary of the Borrower.\n\n3.8\nFailure to Comply with the 1934 Act. At any time on or after the Issue Date, the Borrower\nshall fail to comply with the reporting requirements of the 1934 Act and/or the Borrower shall cease to be subject to the reporting requirements\nof the 1934 Act.\n\n3.9\nLiquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion\nof its business.\n\n3.10\nCessation of Operations. Any cessation of operations by Borrower or Borrower admits it is\notherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability\nto continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.\n\n3.11\nMaintenance of Assets. The failure by Borrower to maintain any material intellectual property\nrights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future).\n\n3.12\nFinancial Statement Restatement. The restatement of any financial statements filed by the\nBorrower 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.\n\n3.13\nReplacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer\nagent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions\nin a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve\nshares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.\n\n3.14\nCross-Default. The declaration of an event of default by any lender or other extender of credit\nto the Company under any notes, loans, agreements or other instruments of the Company evidencing any Indebtedness of the Company (including\nthose filed as exhibits to or described in the Company’s filings with the SEC), after the passage of all applicable notice and cure\nor grace periods.\n\n3.15\nVariable Rate Transactions. The Borrower consummates a Variable Rate Transaction at any time\non or after the Issue Date.\n\n3.16\nInside Information. Any attempt by the Borrower or its officers, directors, and/or affiliates\nto transmit, convey, disclose, or any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or\naffiliates of, material non-public information concerning the Borrower, to the Holder or its successors and assigns, which is not immediately\ncured by Borrower’s filing of a Form 8-K pursuant to Regulation FD on that same date.\n\n3.17\nUnavailability of Rule 144. If, at any time on or after the date that is six (6) calendar\nmonths after the Issue Date, the Holder is unable to (i) obtain a standard “144 legal opinion letter” from an attorney reasonably\nacceptable to the Holder, the Holder’s brokerage firm (and respective clearing firm), and the Borrower’s transfer agent in\norder to facilitate the Holder’s conversion of any portion of the Note into free trading shares of the Borrower’s Common Stock\npursuant to Rule 144, and/or (ii) thereupon deposit such shares into the Holder’s brokerage account.\n\n3.18\nDelisting, Suspension, or Quotation of Trading of Common Stock. If, at any time on or after\nthe Issue Date, the Borrower’s Common Stock (i) is suspended from trading, (ii) halted from trading, and/or (iii) fails to be quoted\nor listed on a Principal Market.\n\n3.19\nMarket Capitalization. The Borrower fails to maintain a market capitalization of at least\n$5,000,000 on any Trading Day, which shall be calculated by multiplying (i) the closing price of the Borrower’s Common Stock on\nthe Trading Day immediately preceding the respective date of calculation by (ii) the total shares of the Borrower’s Common Stock\nissued and outstanding on the Trading Day immediately preceding the respective date of calculation.\n\n3.20\nFailure to Pay an Amortization Payment. The Borrower fails to pay an Amortization Payment\n(as defined in this Note) when due as provided in Section 4.16 of this Note.\n\n3.21\nRights and Remedies Upon an Event of Default. Upon the occurrence of any Event of Default\nspecified in this Article III, the Holder shall no longer be required to cancel and extinguish the Second Warrant under any circumstances,\nthis Note shall become immediately due and payable, and the Borrower shall pay to the Holder, in full satisfaction of its obligations\nhereunder, an amount equal to the Principal Amount then outstanding plus accrued interest (including any Default Interest) through the\ndate of full repayment multiplied by 150% (collectively the “Default Amount”), as well as all costs, including, without limitation,\nlegal fees and expenses, of collection, all without demand, presentment or notice, all of which hereby are expressly waived by the Borrower.\nHolder may, in Holder’s sole discretion, convert all or any portion of this Note (including the Default Amount) into Common Stock\npursuant to the terms of this Note (for the avoidance of doubt, this shall apply even if such conversion occurs after the Maturity Date).\nThe Holder shall be entitled to exercise all other rights and remedies available at law or in equity.\n\nARTICLE IV. MISCELLANEOUS\n\n** **\n\n4.1\nFailure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise\nof any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power,\nright or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies of the\nHolder existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.\n\n4.2\nNotices. All notices, demands, requests, consents, approvals, and other communications required\nor permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the\nmail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges\nprepaid, or (iv) transmitted by hand delivery, telegram, e-mail or facsimile, addressed as set forth below or to such other address as\nsuch party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder\nshall be deemed effective (a) upon hand delivery or delivery by e-mail or facsimile, with accurate confirmation generated by the transmitting\nfacsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice\nis to be received), or the first business day following such delivery (if delivered other than on a business day during normal business\nhours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service,\nfully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such\ncommunications shall be:\n\nIf to the Borrower, to:\n\nC2 BLOCKCHAIN, INC.\n\n12818 SW 8th St, Unit #2008\n\nMiami, FL 33184\n\nAttention: Levi Jacobson\n\ne-mail: info@c2blockchain.com\n\nIf to the Holder:\n\nAUCTUS FUND, LLC\n\n_________________\n\n_________________\n\n_________________\n\n4.3\nAmendments. This Note and any provision hereof may only be amended by an instrument in writing\nsigned by the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall\nmean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.\n\n4.4\nAssignability. This Note shall be binding upon the Borrower and its successors and assigns,\nand shall inure to be the benefit of the Holder and its successors and assigns. The Borrower shall not assign this Note or any rights\nor obligations hereunder without the prior written consent of the Holder. The Holder may assign its rights hereunder to any “accredited\ninvestor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction from the Holder or to any of its “affiliates”,\nas that term is defined under the 1934 Act, without the consent of the Borrower. Notwithstanding anything in this Note to the contrary,\nthis Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. The Holder and any\nassignee, by acceptance of this Note, acknowledge and agree that following conversion of a portion of this Note, the unpaid and unconverted\nprincipal amount of this Note represented by this Note may be less than the amount stated on the face hereof.\n\n4.5\nCost of Collection. If default is made in the payment of this Note, the Borrower shall pay\nthe Holder hereof costs of collection, including reasonable attorneys’ fees.\n\n4.6\nArbitration of Claims; Governing Law; Venue; Attorney’s Fees. The Company and Holder\nshall submit all Claims (as defined in Exhibit C of the Purchase Agreement) (the “Claims”) arising under this Note or any\nother agreement between the parties and their affiliates or any Claim relating to the relationship of the parties to binding arbitration\npursuant to the arbitration provisions set forth in Exhibit C of the Purchase Agreement (the “Arbitration Provisions”). The\nCompany and Holder hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on the Company and Holder\nhereto and are severable from all other provisions of this Note. By executing this Note, Company represents, warrants and covenants that\nCompany has reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions (or waived its right to\ndo so), understands that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution of any dispute\nhereunder, agrees to the terms and limitations set forth in the Arbitration Provisions, and that Company will not take a position contrary\nto the foregoing representations. The Company acknowledges and agrees that Holder may rely upon the foregoing representations and covenants\nof the Company regarding the Arbitration Provisions. This Note shall be construed and enforced in accordance with, and all questions concerning\nthe construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Nevada,\nwithout giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions)\nthat would cause the application of the laws of any jurisdictions other than the State of Nevada. The Company and Holder consent to and\nexpressly agree that the exclusive venue for arbitration of any Claims arising under this Note or any other agreement between the Company\nand Holder or their respective affiliates (including but not limited to the Transaction Documents) or any Claim relating to the relationship\nof the Company and Holder or their respective affiliates shall be in the Commonwealth of Massachusetts. Without modifying the Company’s\nand Holder’s obligations to resolve disputes hereunder pursuant to the Arbitration Provisions, for any litigation arising in connection\nwith any of the Transaction Documents (and notwithstanding the terms (specifically including any governing law and venue terms) of any\ntransfer agent services agreement or other agreement between the Company’s transfer agent and the Company, such litigation specifically\nincludes, without limitation any action between or involving Company and the Company’s transfer agent under the Irrevocable Transfer\nAgent Instructions (as defined in the Purchase Agreement) or otherwise related to Holder in any way (specifically including, without limitation,\nany action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s transfer\nagent from issuing shares of Common Stock to Holder for any reason)), each party hereto hereby (i) consents to and expressly submits to\nthe exclusive personal jurisdiction of any state or federal court sitting in the Commonwealth of Massachusetts, (ii) expressly submits\nto the exclusive venue of any such court for the purposes hereof, (iii) agrees to not bring any such action (specifically including, without\nlimitation, any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s\ntransfer agent from issuing shares of Common Stock to Holder for any reason) outside of any state or federal court sitting in the Commonwealth\nof Massachusetts, and (iv) waives any claim of improper venue and any claim or objection that such courts are an inconvenient forum or\nany other claim, defense or objection to the bringing of any such proceeding in such jurisdiction or to any claim that such venue of the\nsuit, action or proceeding is improper. Notwithstanding anything in the foregoing to the contrary, nothing herein (i) shall limit, or\nshall be deemed or construed to limit, the ability of the Holder to realize on any collateral or any other security, or to enforce a judgment\nor other court ruling in favor of the Holder, including through a legal action in any court of competent jurisdiction, or (ii) shall limit,\nor shall be deemed or construed to limit, any provision of Section 4.16 of this Note. The Company hereby irrevocably waives, and agrees\nnot to assert in any suit, action or proceeding, any objection to jurisdiction and venue of any action instituted hereunder, any claim\nthat it is not personally subject to the jurisdiction of any such court, and any claim that such suit, action or proceeding is brought\nin an inconvenient forum or that the venue of such suit, action or proceeding is improper (including but not limited to based upon *forum\nnon conveniens*). **THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION\nOF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTIONS CONTEMPLATED HEREBY**. The Company irrevocably\nwaives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note\nor any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or\ncertified mail or overnight delivery (with evidence of delivery) to Company at the address in effect for notices to it under this Note\nand agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall\nbe deemed to limit in any way any right to serve process in any other manner permitted by law. The prevailing party in any action or dispute\nbrought in connection with this Note or any other agreement, certificate, instrument or document contemplated hereby or thereby shall\nbe entitled to recover from the other party its reasonable attorney’s fees and costs. If any provision of this Note shall be invalid\nor unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder\nof this Note in that jurisdiction or the validity or enforceability of any provision of this Note in any other jurisdiction.\n\n4.7\nCertain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount\nin excess of the outstanding Principal Amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest\nplus Default Interest on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash\npayment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not\na 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\nthe 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\nto this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible\nloss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock.\n\n4.8\nPurchase Agreement. The Company and the Holder shall be bound by the applicable terms of the\nPurchase Agreement and the Transaction Documents entered into in connection herewith and therewith.\n\n4.9\nNotice of Corporate Events. Except as otherwise provided below, the Holder of this Note shall\nhave 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\nprovide the Holder with prior notification of any meeting of the Borrower’s shareholders (and copies of proxy materials and other\ninformation sent to shareholders). In the event of any taking by the Borrower of a record of its shareholders for the purpose of determining\nshareholders who are entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise\nacquire (including by way of merger, consolidation, reclassification or recapitalization) any share of any class or any other securities\nor property, or to receive any other right, or for the purpose of determining shareholders who are entitled to vote in connection with\nany change in control or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the\nHolder, at least twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the consummation of the transaction\nor event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such dividend, distribution, right\nor other event, and a brief statement regarding the amount and character of such dividend, distribution, right or other event to the extent\nknown at such time. The Borrower shall make a public announcement of any event requiring notification to the Holder hereunder substantially\nsimultaneously with the notification to the Holder in accordance with the terms of this Section 4.9.\n\n4.10\nRemedies; Waiver of Statute of Limitations. The Borrower acknowledges that a breach by it\nof its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated\nhereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate\nand 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,\nin addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction\nor injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof,\nwithout the necessity of showing economic loss and without any bond or other security being required. The Borrower hereby expressly waives\nand releases, to the fullest extent permitted by applicable law, the pleading or assertion of any statute of limitations as a defense\nto the enforcement of this Note or the payment or performance of any obligation hereunder. The Borrower acknowledges and agrees that no\nstatute of limitations that would otherwise apply shall bar or limit any action or proceeding brought by the Holder to enforce the terms\nof this Note.\n\n4.11\nConstruction; Headings. This Note shall be deemed to be jointly drafted by the Company and\nall the Holder and shall not be construed against any person as the drafter hereof. The headings of this Note are for convenience of reference\nand shall not form part of, or affect the interpretation of, this Note.\n\n4.12\nUsury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or\nplead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury\nlaws wherever enacted, now or at any time hereafter in force, in connection with any action or proceeding that may be brought by the Holder\nin order to enforce any right or remedy under this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly\nagreed and provided that the total liability of the Company under this Note for payments which under the applicable law are in the nature\nof interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting\nthe foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums which\nunder the applicable law in the nature of interest that the Company may be obligated to pay under this Note exceed such Maximum Rate.\nIt is agreed that if the maximum contract rate of interest allowed by applicable law and applicable to this Note is increased or decreased\nby statute or any official governmental action subsequent to the Issue Date, the new maximum contract rate of interest allowed by law\nwill be the Maximum Rate applicable to this Note from the effective date thereof forward, unless such application is precluded by applicable\nlaw. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Holder with respect to\nindebtedness evidenced by this the Note, such excess shall be applied by the Holder to the unpaid principal balance of any such indebtedness\nor be refunded to the Company, the manner of handling such excess to be at the Holder’s election.\n\n4.13\nSeverability. In the event that any provision of this Note is invalid or unenforceable under\nany applicable statute or rule of law (including any judicial ruling), then such provision shall be deemed inoperative to the extent that\nit may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove\ninvalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Note.\n\n4.14\nTerms of Future Financings. So long as this Note is outstanding, upon any issuance by the\nBorrower of any security, or amendment to a security that was originally issued before the Issue Date, with any term that the Holder reasonably\nbelieves is more favorable to the holder of such security or with a term in favor of the holder of such security that the Holder reasonably\nbelieves was not similarly provided to the Holder in this Note (even if the holder of such other security does not receive the benefit\nof such more favorable term until a default occurs under such other security), then (i) the Borrower shall notify the Holder of such additional\nor more favorable term within one (1) business day of the issuance and/or amendment (as applicable) of the respective security, and (ii)\nsuch term, at Holder’s option, shall become a part of the transaction documents with the Holder (regardless of whether the Borrower\ncomplied with the notification provision of this Section 4.14). The types of terms contained in another security that may be more favorable\nto the holder of such security include, but are not limited to, terms addressing prepayment rate, interest rates, and original issue discounts.\n\n4.15\nDispute Resolution.\n\n(a)\nIn the case of a dispute relating to the Conversion Price, Conversion Amount, any prepayment amount\nor Default Amount, Issue Date, Closing Date, Maturity Date, the closing bid price, or fair market value (as the case may be) (including,\nwithout limitation, a dispute relating to the determination of any of the foregoing) (the “Note Calculations”), the Company\nor the Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2)\nTrading Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder\nlearned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon such determination or\ncalculation within two (2) Trading Days following such initial notice by the Company or the Holder (as the case may be) of such dispute\nto the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to an independent, reputable\ninvestment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company\nshall pay all expenses of such Independent Third Party.\n\n(b)\nThe Holder and the Company shall each deliver to such Independent Third Party (A) a copy of the initial\ndispute submission so delivered in accordance with the first sentence of this Section 4.15(a) and (B) written documentation supporting\nits position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second (2nd) Business Day immediately\nfollowing the date on which the Holder selected such Independent Third Party (the “Dispute Submission Deadline”) (the documents\nreferred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”)\n(it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation\nby the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be\nentitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party\nwith respect to such dispute and such Independent Third Party shall resolve such dispute based solely on the Required Dispute Documentation\nthat was delivered to such Independent Third Party prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by\nboth the Company and the Holder or otherwise requested by such Independent Third Party, neither the Company nor the Holder shall be entitled\nto deliver or submit any written documentation or other support to such Independent Third Party in connection with such dispute, other\nthan the Required Dispute Documentation.\n\n(c)\nThe Company and the Holder shall cause such Independent Third Party to determine the resolution of\nsuch dispute and notify the Company and the Holder of such resolution no later than five (5) Business Days immediately following the Dispute\nSubmission Deadline. The fees and expenses of such Independent Third Party shall be borne solely by the Company, and such Independent\nThird Party’s resolution of such dispute shall be final and binding upon all parties absent manifest error.\n\n(d)\nThe Company expressly acknowledges and agrees that (i) this Section 4.15 constitutes an agreement\nto arbitrate between the Company and the Holder (and constitutes an arbitration agreement) under the rules then in effect under the Nevada\nRules of Civil Procedure (“NRCP”) and that the Holder is authorized to apply for an order to compel arbitration pursuant to\nthe NRCP in order to compel compliance with this Section 4.15, (ii) a dispute relating to the Note Calculations includes, without limitation,\ndisputes as to (A) whether an issuance or sale or deemed issuance or sale of Common Stock occurred under Section 1.6 of this Note, (B)\nthe consideration per share at which an issuance or deemed issuance of Common Stock occurred, (C) whether any issuance or sale or deemed\nissuance or sale of Common Stock was an issuance or sale or deemed issuance or sale, (D) whether an agreement, instrument, security or\nthe like constitutes a Common Stock Equivalent and (E) whether a Dilutive Issuance occurred, (iii) the terms of this Note and each other\napplicable Transaction Document shall serve as the basis for the selected Independent Third Party’s resolution of the applicable\ndispute, such Independent Third Party shall be entitled (and is hereby expressly authorized) to make all findings, determinations and\nthe like that such Independent Third Party determines are required to be made by such Independent Third Party in connection with its resolution\nof such dispute (including, without limitation, determining (A) whether an issuance or sale or deemed issuance or sale of Common Stock\noccurred under Section 1.6 of this Note, (B) the consideration per share at which an issuance or deemed issuance of Common Stock occurred,\n(C) whether any issuance or sale or deemed issuance or sale of Common Stock was an issuance or sale or deemed issuance or sale, (D) whether\nan agreement, instrument, security or the like constitutes a Common Stock Equivalent and (E) whether a Dilutive Issuance occurred) and\nin resolving such dispute such Independent Third Party shall apply such findings, determinations and the like to the terms of this Note\nand any other applicable Transaction Documents, and (iv) nothing in this Section 4.15 shall limit the Holder from obtaining any injunctive\nrelief or other equitable remedies (including, without limitation, with respect to any matters described in this Section 4.15).\n\n4.16\nAmortization Payments. In addition to all other payment obligations under this Note, Borrower\nshall also make the following amortization payments (each an “Amortization Payment”) in cash to the Holder towards the repayment\nof this Note, as provided in the following table:\n\nPayment Number:\n\nPayment Date:\n\nPayment Amount:\n\n1\n\nSixty (60) calendar days after the Closing Date\n\n$15,600.00\n\n2\n\nNinety (90) calendar days after the Closing Date\n\n$13,500.00\n\n3\n\nOne Hundred Twenty (120) calendar days after the Closing Date\n\n$13,500.00\n\n4\n\nOne Hundred Fifty (150) calendar days after the Closing Date\n\n$13,500.00\n\n5\n\nOne Hundred Eighty (180) calendar days after the Closing Date\n\n$13,500.00\n\n6\n\nTwo Hundred Ten (210) calendar days after the Closing Date\n\n$13,500.00\n\n7\n\nTwo Hundred Forty (240) calendar days after the Closing Date\n\n$13,500.00\n\n8\n\nTwo Hundred Seventy (270) calendar days after the Closing Date\n\n$13,500.00\n\n9\n\nThree Hundred (300) calendar days after the Closing Date\n\n$13,500.00\n\n10\n\nThree Hundred Thirty (330) calendar days after the Closing Date\n\n$12,000.00\n\n11\n\nMay 22, 2027\n\nThe entire remaining outstanding balance of the Note\n\nFor the avoidance\nof doubt, each Amortization Payment paid to Holder under this Note shall first reduce all accrued and unpaid interest under the Note,\nand the remainder of such Amortization Payment (if any) shall reduce the outstanding principal balance of the Note.\n\n[signature page follows]\n\n**IN WITNESS WHEREOF**, Borrower\nhas caused this Note to be duly executed under seal on May 22, 2026, in its name by its duly authorized officer.\n\nC2 BLOCKCHAIN, INC.\n\n** **\n\n** **\n\nBy: ________________________\n\nName: Levi Jacobson\n\nTitle: Chief Executive Officer\n\n**EXHIBIT A -- NOTICE OF CONVERSION**\n\n** **\n\nThe undersigned\nhereby elects to convert $ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued\npursuant to the conversion of the Note (“Common Stock”) as set forth below, of **C2 BLOCKCHAIN, INC.**, a Nevada corporation\n(the “Borrower”), according to the conditions of the promissory note of the Borrower dated as of May 22, 2026 (the “Note”),\nas of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.\n\nBox Checked as to applicable instructions:\n\n☐\nThe Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).\n\nName of DTC Prime Broker:\n\nAccount Number:\n\n☐\n\nThe undersigned hereby requests that the Borrower issue\na certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s\ncalculation\n\nattached hereto) in the name(s) specified immediately\nbelow or, if additional space is necessary, on an attachment hereto:\n\nDate of Conversion:\n\nApplicable Conversion Price:\n$\n\nNumber of Shares of Common Stock to be\n\nIssued Pursuant to Conversion\nof the Note:\n\nAmount of Principal Balance Due remaining Under the Note after this conversion:\n\nBy:\n\nName:\n\nTitle:\n\nDate:"}