Exhibit 4.07

SECOND AMENDMENT

TO THE PROMISSORY NOTE DATED SEPTEMBER 19, 2018

THIS SECOND AMENDMENT TO THE PROMISSORY NOTE DATED SEPTEMBER 19, 2018 (“Amendment”) is made and entered into as of this August 16, 2019 by and between BIOLARGO, INC., a Delaware corporation (“Issuer”), and Chappy Bean, LLC (the “Holder”), with respect to the following:

WHEREAS, Issuer issued to Holder a 12% Promissory Note dated September 19, 2018 in the original principal amount of $120,000, instrument number 33149 (the “Original Note”), as consideration for $120,000 cash received from Holder on such date;

WHEREAS, on January 3, 2019, Issuer delivered written notice extending the maturity date of the Original Note to March 5, 2019, and increasing the principal due on the note to $132,000, as per the terms of the Original Note;

WHEREAS, on March 5, 2019, Holder and Issuer entered into a first amendment of the Original Note, extending the maturity date to June 6, 2019, providing for Issuer’s option to extend the maturity date to September 6, 2019, and increasing interest due on the note from 12 to 18%, effective as of the date of the amendment;

WHEREAS, on June 4, 2019 Issuer delivered written notice extending the maturity date of the Original Note to September 6, 2019, and increasing the principal due on the Original Note to $145,200;

WHEREAS, as of August 15, 2019, there is $17,728.38 accrued and unpaid interest due on the Original Note; and

WHEREAS, Issuer and Holder desire to refinance the Original Note on the terms set forth herein.

Now, therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1.    Partial Payment. Within five days of the date hereof, Issuer shall pay to Holder, via wire transfer as directed on Exhibit A attached hereto, $102,928.38, leaving a principal amount owed on the Note of $60,000.

2.    Amendment and Restatement of Original Note: The Parties agree to amend and restate the Original Note to include the following terms: (i) maturity date extended to August 16, 2020; (ii) purchase amount equal to the outstanding principal, crediting the payment set forth in Paragraph 1 ($60,000); (iii) principal amount to include 25% original issue discount and to total $75,000; (iv) interest to accrue at 5% per annum; and (v) note is convertible at Holder’s option into Issuer’s common stock at $0.17 per share. The amended and restated note does not allow Issuer to force conversion of the note at any time. Once issued, the terms of the amended and restated note supersede the original note in its entirety.

3.    Additional Warrant. Issuer shall issue to Holder a stock purchase warrant allowing for the purchase of 330,882 shares of common stock (calculated by dividing the product of the principal amount and .75 by .17), at $0.25 per share, for a period of five years (expiring August 16, 2024). The warrant allows for cashless exercise only after 18 months and provided that the shares underlying the warrant are not registered with the SEC. Once the shares are registered, cash is required to exercise the warrant.

4.    Miscellaneous.

(a)    Effect of Amendment. The parties intend that the amended and restated note supersede the original note in its entirety. The warrant issued to Holder as consideration for the March 2019 amendment remains outstanding; this amendment does not change the status of that warrant.

(b)    Entire Agreement. The Amendment, the amended and restated note, and the Additional Warrant embody the entire understanding between the parties hereto with respect to its subject matter and can be changed only by an instrument in writing signed by the parties hereto.

(c)    Counterparts. This Amendment may be executed in one or more counterparts, including the transmission of counterparts by facsimile or electronic mail, each of which shall be deemed an original but all of which, taken together, shall constitute one in the same Amendment.

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Promissory Note dated September 19, 2018 as of the day and year first-above written.

Exhibit A

Chappy Bean, LLC Wire Instructions:

FOR VALUE RECEIVED, BIOLARGO, INC., a corporation organized under the laws of the state of Delaware (“Issuer”), promises to pay to the order of Chappy Bean, LLC (hereafter, together with any subsequent holder hereof, called “Holder”), at its office, at “Holder’s Address” (as that term is defined below), or at such other place as Holder may direct, the “Principal Amount” noted above (the “Loan Amount”), payable August 16, 2020 (the “Maturity Date”). This convertible note is duly authorized issue of the Issuer, and amends and replaces instrument number 33149 (“Note”). The outstanding balance of this Note is convertible, pursuant to the terms set forth herein, at an initial conversion price of $0.17 per share (“Conversion Price”), as such price may be adjusted.

The Issuer agrees to pay interest on the unpaid principal amount of the Loan Amount from time to time outstanding hereunder at the following rates per year, compounded annually: (i) before the Maturity Date, whether by acceleration or otherwise, at the rate per annum equal to five percent (5%); (ii) upon an Event of Default (see Section 9 below), until paid, at a rate per annum equal to twelve percent (12%).

Payments of both principal and interest are to be made in immediately available funds in lawful money of the United States of America, or in Common Stock of the Issuer, at the Holder’s option, as set forth below.

The Note is subject to the following additional provisions:

1.    Interest. Accrual of interest shall commence as of the Issue Date. Interest will be paid in cash, or, upon conversion of the Note, in that number of shares of Common Stock of the Issuer (the “Common Stock”) at a price per share equal to the Conversion Price. Unless otherwise agreed in writing by both parties hereto, the interest so payable will be paid to the person in whose name this Note (or one or more predecessor Notes) is registered on the records of the Issuer regarding registration and transfers of the Note (the “Note Register”), provided, however, that the Issuer’s obligation to a transferee of this Note arises only if such transfer, sale or other disposition is made in accordance with the terms and conditions contained in this Note and the Subscription Agreement that the original Holder executed at the time of making an investment in the Issuer.

2.    Withholdings. The Issuer shall be entitled to withhold from all payments of principal and/or interest of this Note any amounts required to be withheld under the applicable provisions of the Internal Revenue Code of 1986, as amended, or other applicable laws at the time of such payments.

3.    Transfer. This Note has been issued subject to investment representations of the original Holder hereof and may be transferred or exchanged only in compliance with the Securities Act and applicable state securities laws and in compliance with the restrictions on transfer provided in the Subscription Agreement. Prior to the due presentment for such transfer of this Note, the Issuer and any agent of the Issuer may treat the person in whose name this Note is duly registered in the Note Register as the owner hereof for the purpose of receiving payment as herein provided and all other purposes, whether or not this Note is overdue, and neither the Issuer nor any such agent shall be affected by notice to the contrary. The transferee shall be bound, as the original Holder by the same representations and terms described herein and under the Subscription Agreement.

4.     Conversion by Holder. The Holder may, at its option, at any time convert the principal amount of this Note or any portion thereof, and accrued interest, into such number of shares of fully paid and non-assessable Common Stock of the Issuer (“Conversion Shares”) as is obtained by dividing the amount so converted by the Conversion Price (as adjusted). The right to convert the Note may be exercised by the Holder by telecopying, emailing to ShareholderServices@BioLargo.com, mailing (via first class mail, postage prepaid) or personally delivering an executed and completed notice of conversion (the “Notice of Conversion”) to the Issuer. The business day on which a Notice of Voluntary Conversion is delivered in accordance with the provisions hereof shall be deemed the “Voluntary Conversion Date”. The Holder must return to Issuer the original Note. The Issuer shall cause the issuance of the Conversion Shares to an account in Holder’s name at Issuer’s transfer agent, or, upon Holder’s request, issue and deliver a paper certificate representing the Conversion Shares, within five business days after the later to occur of (i) the Voluntary Conversion Date or (ii) the business day on which the Issuer has received from the Holder the original Note being so converted. Accrued interest shall be due on the Voluntary Conversion Date and paid as set forth above in Paragraph 1.

5.    Adjustment. The number of Conversion Shares shall be adjusted as follows. If the Issuer shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, the number of Conversion Shares in effect immediately prior to such subdivision shall be proportionately increased, and conversely, in case the outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the number of Conversion Shares in effect immediately prior to such subdivision shall be proportionately decreased.

6.    Future Financings. So long as this Note is outstanding, upon (i) any issuance by the Issuer of any promissory note with a fixed conversion price lower than the Conversion Price, or (ii) the sale of its common stock in an equity offering for a price per share lower than the Conversion Price, then the Company shall notify the Holder of such issuance and the Conversion Price shall be reduced accordingly. For purpose of clarity, (i) the issuance of a note with a variable rate conversion price shall not adjust the Conversion Price, (ii) the issuance of stock pursuant to the conversion of a note with a variable rate conversion price shall not adjust the Conversion Price, and (iii) the issuance of stock or options to employees, officers, vendors, consultants, or other third parties in payment of amounts owed by Issuer to such person(s) shall not adjust the Conversion Price.

7.    Prepayment. At any time the Company shall have the option, upon 10 days’ notice to Holder, to pre-pay the entire remaining outstanding principal amount of this Note and interest in cash, provided that (i) such amount must be paid in cash on the next business day following such 10 day notice period, and (ii) the Holder may still convert this Note pursuant to the terms hereof at all times until such prepayment amount has been received in full. Except as set forth in this Section the Company may not prepay this Note in whole or in part.

8.    Qualified Financing. Notwithstanding anything to the contrary herein, the Note (including all outstanding principal and accrued interest) will be immediately due and payable upon closing by the Issuer of any financing transaction in which the Issuer receives gross proceeds of at least $3,500,000 (a “Qualified Financing”). In such instance, the Issuer shall follow the provisions set forth in Section 7 (“Prepayment”) above.

9.    Events of Default. Each of the following occurrences is hereby defined as an “Event of Default”:

a.    Nonpayment. The Issuer shall fail to make any payment of principal, interest, or other amounts payable hereunder when and as due; or

b.    Dissolutions, etc. The Issuer or any subsidiary shall fail to comply with any provision concerning its existence or any prohibition against dissolution, liquidation, merger, consolidation or sale of assets; or

c.    Noncompliance with this Agreement. The Issuer shall fail to comply in any material respect with any provision hereof, which failure does not otherwise constitute an Event of Default, and such failure shall continue for ten (10) days after the occurrence of such failure; or

d.    Bankruptcy. Any bankruptcy, insolvency, reorganization, arrangement, readjustment, liquidation, dissolution, or similar proceeding, domestic or foreign, is instituted by or against the Issuer or any of its subsidiaries, or the Issuer or any of its subsidiaries shall take any step toward, or to authorize, such a proceeding; or

e.    Insolvency. The Issuer shall make a general assignment for the benefit of its creditors, shall enter into any composition or similar agreement, or shall suspend the transaction of all or a substantial portion of its usual business; or

f.    Public Trading. The common stock of the Company is suspended or delisted for trading on the Over the Counter OTCQB Venture Marketplace or NASDAQ; the Company shall become late or delinquent in its filing requirements as a fully- reporting issuer registered with the Securities & Exchange Commission, or the Company shall fail to meet all requirements to satisfy the availability of Rule 144 to the Investor or its assigns including but not limited to timely fulfillment of its filing requirements as a fully-reporting issuer registered with the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website.

10.    Holder’s Election upon Default. Upon the occurrence of any Event of Default (without the need for any party to give any notice or take any other action), this Note (and all interest through such date) shall be immediately due and payable. It is agreed that in the event of such action, such Holder shall be entitled to receive all reasonable fees, costs and expenses incurred, including without limitation such reasonable fees and expenses of attorneys. The parties acknowledge that a change in control of the Issuer shall not be deemed to be an Event of Default as set forth herein.

11.    Invalid or Unenforceable Provisions. In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.

12.    Voting Rights. This Note does not entitle the Holder hereof to any voting rights or other rights as a stockholder of the Issuer prior to the conversion into Common Stock thereof, except as provided by applicable law. If, however, at the time of the surrender of this Note and conversion the Holder hereof shall be entitled to convert this Note, the Conversion Shares so issued shall be and be deemed to be issued to such holder as the record owner of such shares as of the close of business on the Conversion Date.

IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed by an officer thereunto duly authorized.

NOTICE OF VOLUNTARY CONVERSION

BIOLARGO, INC.

(To be Executed by the Registered Holder)

The undersigned hereby irrevocably elects to convert $_______________ of the principal amount due on the Convertible Promissory Note – OID, instrument number 33149-A (“Note”), plus outstanding interest due on the amount converted, into shares of Common Stock of BioLargo, Inc., according to the conditions set forth in the Note. Shares due shall be calculated based on the Conversion Price set forth in the Note.

The undersigned represents and warrants to BioLargo that, as of the date hereof, the undersigned is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Exchange Act of 1934, as amended.

Signature: _______________________________                                                                                                   Date Signed: _______________________________

FOR BIOLARGO USE ONLY

Date conversion notice received: _______________

Stock price on date received: _______________

Lowest VWAP over prior 25 trading days: _______________

Principal converted: $_______________

Accrued interest due at date of conversion: _______________

Total to be paid through conversion: _______________

Conversion price: _______________

Shares to issue: _______________

Exhibit 4.09

THIRD AMENDMENT

TO THE PROMISSORY NOTE DATED SEPTEMBER 19, 2018

THIS THIRD AMENDMENT TO THE PROMISSORY NOTE DATED SEPTEMBER 19, 2018 (“Amendment”) is made and entered into as of this August 10, 2020, by and between BIOLARGO, INC., a Delaware corporation (“Issuer”), and VERNAL BAY INVESTMENTS, LLC (the “Holder”), with respect to the following:

WHEREAS, Issuer issued to Holder a 12% Promissory Note dated September 19, 2018 due January 5, 2019, in the original principal amount of $280,000, instrument number 33146 (the “Original Note”), as consideration for $280,000 cash received from Holder on such date, and a stock purchase warrant;

WHEREAS, the maturity date of the note having been extended multiple times, on August 12, 2019, the parties (i) acknowledged the outstanding principal ($338,800) and interest ($41,200) due at that time; (ii) agreed to amend and restate the note to a one-year note with a 25% original issue discount, in the new principal amount of $475,000, due August 12, 2020, and convertible by the Holder at $0.17 per share; and (iii) agreed that Issuer would issue to Holder a stock purchase warrant allowing for the purchase of 2,095,588 shares of common stock, expiring August 12, 2024.

WHEREAS, Holder desires to convert a portion of the note, and extend the maturity date of the note, and as consideration, Issuer agrees to issue shares and extend the expiration date of the Holder’s warrants, as set forth herein.

Now, therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1.    Adjustment of Conversion Price. The Parties agree to adjust the Conversion Price in the Note to $0.14 per share, effective as of the date of this Third Amendment.

2.    Conversion of 25% Principal. Holder hereby agrees and requests to convert $118,750 of the principal of the Note into 848,214 shares of Issuer’s common stock, at a conversion rate of $0.14 per share, as set forth in Section 4 of the Note. Issuer agrees to promptly issue the shares.

3.    Conversion of Interest. Holder acknowledges that as of the date of maturity, the Note will have accrued $23,750 in interest. Holder hereby agrees and requests to convert $23,750 of interest of the Note into 169,643 shares of Issuer’s common stock, at a conversion rate of $0.14 per share, as set forth in Section 4 of the Note. Issuer agrees to promptly issue the shares.

4.    Extension of Maturity Date. Holder and Issuer agree to extend the maturity date of the Note by one year, to August 12, 2021.

5.    Consideration. As consideration for the foregoing,

a.    With respect to Warrant number 33147, issued September 18, 2018, and amended March 6, 2019, allowing Holder to purchase of 1,734,375 shares of Issuer’s common stock at $0.20 per share, originally expiring September 19, 2023, Issuer agrees to extend the Termination Date, as that term is defined in the warrant, to September 18, 2025.

b.    With respect to Warrant number 33339, issued August 12, 2019, allowing Holder to purchase of 2,095,588 shares of Issuer’s common stock at $0.25 per share, originally expiring August 12, 2024, Issuer agrees to extend the Termination Date, as that term is defined in the warrant, to August 12, 2025.

6.    Miscellaneous.

(a)    Entire Agreement. The Amendment embodies the entire understanding between the parties hereto with respect to its subject matter and can be changed only by an instrument in writing signed by the parties hereto.

(b)    Counterparts. This Amendment may be executed in one or more counterparts, including the transmission of counterparts by facsimile or electronic mail, each of which shall be deemed an original but all of which, taken together, shall constitute one in the same Amendment.

IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Promissory Note dated September 19, 2018 as of the day and year first-above written.

Exhibit 4.10

THIRD AMENDMENT

TO THE PROMISSORY NOTE DATED SEPTEMBER 19, 2018

THIS THIRD AMENDMENT TO THE PROMISSORY NOTE DATED SEPTEMBER 19, 2018 (“Amendment”) is made and entered into as of this August 10, 2020, by and between BIOLARGO, INC., a Delaware corporation (“Issuer”), and Chappy Bean, LLC (the “Holder”), with respect to the following:

WHEREAS, Issuer issued to Holder a 12% Promissory Note dated September 19, 2018 in the original principal amount of $120,000, instrument number 33149 (the “Original Note”), as consideration for $120,000 cash received from Holder on such date, due in three months;

WHEREAS, the parties mutually agreed to extend the maturity date of the note;

WHEREAS, on March 5, 2019, Holder and Issuer entered into a First Amendment of the Original Note, extending the maturity date to June 6, 2019, providing for Issuer’s option to extend the maturity date to September 6, 2019, and increasing interest due on the note from 12 to 18%, effective as of the date of the amendment;

WHEREAS, on August 16, 2019, pursuant to a Second Amendment, the Note was amended and restated to an OID note that matures August 16, 2020, with a principal balance of $75,000.

WHEREAS, Issuer and Holder desire to extend the maturity date of the note for one year.

Now, therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1.    Partial Payment. Issuer shall pay to Holder, via wire transfer $25,000, leaving a principal amount owed on the Note of $50,000. Holder acknowledges receipt of same. Interest shall continue to accrue and be paid at maturity.

2.    Maturity Date Extension. The maturity date of the note is hereby extended by one year, to August 16, 2020.

3.    Miscellaneous.

(a)    Effect of Amendment. The parties intend that the amended and restated note supersede the original note in its entirety. The warrant issued to Holder as consideration for the March 2019 amendment remains outstanding; this amendment does not change the status of that warrant.

(b)    Entire Agreement. The Amendment, the amended and restated note, and the Additional Warrant embody the entire understanding between the parties hereto with respect to its subject matter and can be changed only by an instrument in writing signed by the parties hereto.

(c)    Counterparts. This Amendment may be executed in one or more counterparts, including the transmission of counterparts by facsimile or electronic mail, each of which shall be deemed an original but all of which, taken together, shall constitute one in the same Amendment.

IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Promissory Note dated September 19, 2018 as of the day and year first-above written.

Exhibit 4.11

FINAL PAYOFF AGREEMENT

TO THE PROMISSORY NOTE DATED SEPTEMBER 19, 2018

THIS FINAL PAYOFF AGREEMENT TO THE PROMISSORY NOTE DATED SEPTEMBER 19, 2018 (“Agreement”) is made and entered into as of this May 17, 2021, by and between BIOLARGO, INC., a Delaware corporation (“Issuer”), and VERNAL BAY INVESTMENTS, LLC (the “Holder”), with respect to the following:

WHEREAS, Issuer issued to Holder a Promissory Note dated September 19, 2018 due January 5, 2019, in the original principal amount of $280,000, instrument number 33146 (the “Original Note”), as consideration for $280,000 cash received from Holder on such date, and a stock purchase warrant;

WHEREAS, the maturity date of the note having been extended multiple times, on August 12, 2019, the parties (i) acknowledged the outstanding principal ($338,800) and interest ($41,200) due at that time; (ii) agreed to amend and restate the note to a one-year note with a 25% original issue discount, in the new principal amount of $475,000, due August 12, 2020, and convertible by the Holder at $0.17 per share; and (iii) agreed that Issuer would issue to Holder a stock purchase warrant allowing for the purchase of 2,095,588 shares of common stock, expiring August 12, 2024.

WHEREAS, by Agreement dated August 10, 2020, Holder converted $118,750 of the principal of the Note into 848,214 shares of Issuer’s common stock, and $23,750 of interest through August 12, 2020, into 169,643 shares of Issuer’s common stock, each at a conversion rate of $0.14 per share, as set forth in Section 4 of the Note;

WHEREAS, Holder desires to convert a portion of the note into equity of the Issuer, and accept a cash payment for the remaining principal and interest due on the Note.

Now, therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1.    Acknowledgment of Principal and Interest Due. The Parties each acknowledge and agree that as of May 17, 2021, (i) $356,250 in principal remains outstanding on the Note, and (ii) $13,566.40 in accrued and unpaid interest is outstanding on the Note. (Interest accrues at 5% annually, $48.80 per day, last payment was for interest due through August 12, 2020, and thus 278 days of interest due through May 17, 2021.)

2.    Conversion of 50% Principal. Holder hereby agrees and requests to convert $178,124.94 of the outstanding principal of the Note into 1,272,321 shares of Issuer’s common stock, at a conversion rate of $0.14 per share, as set forth in Section 4 of the Note. Issuer agrees to promptly issue the shares without restrictive legend, and to provide a legal opinion for reliance by Issuer’s transfer agent and Holder’s securities broker.

3.    Cash Payment. Issuer agrees to make a cash payment to Holder in the aggregate amount of $191,691.46, as follows:

a.    Remaining Principal. Issuer agrees to wire transfer to Holder the remaining principal of $178,125.06 within one business day of this Agreement.

b.    Remaining Interest. Issuer agrees to wire transfer to Holder the accrued and unpaid interest outstanding of $13,566.40 within one business day of this Agreement.

4.    Cancellation of Note. Holder agrees that the Note, and every amendment hereto, is hereby cancelled and terminated effective upon the earlier of (i) receipt of the shares (Section 2), and the cash payment (Section 3), and (ii) June 1, 2021, unless Holder has delivered a written objection to such termination to Issuer. The cancellation of the Note does not affect the validity of prior issued shares or warrants.

5.    Representations of Holder. Holder represents and warrants to Issuer that it remains the holder of the Note, and has not transferred, sold or hypothecated the Note in any manner whatsoever.

6.    Miscellaneous.

(a)    Entire Agreement. The Agreement embodies the entire understanding between the parties hereto with respect to its subject matter and can be changed only by an instrument in writing signed by the parties hereto.

(b)    Counterparts. This Amendment may be executed in one or more counterparts, including the transmission of counterparts by facsimile or electronic mail, each of which shall be deemed an original but all of which, taken together, shall constitute one in the same Amendment.

IN WITNESS WHEREOF, the parties hereto have executed this Final Payment Agreement to the Promissory Note dated September 19, 2018 as of the day and year first-above written.

Exhibit 4.12

FINAL PAYOFF AGREEMENT

TO THE PROMISSORY NOTE DATED SEPTEMBER 19, 2018

THIS FINAL PAYOFF AGREEMENT TO THE PROMISSORY NOTE DATED SEPTEMBER 19, 2018 (“Agreement”) is made and entered into as of this May 18, 2021, by and between BIOLARGO, INC., a Delaware corporation (“Issuer”), and CHAPPY BEAN, LLC (the “Holder”), with respect to the following:

WHEREAS, Issuer issued to Holder a 12% Promissory Note dated September 19, 2018 in the original principal amount of $120,000, instrument number 33149 (the “Original Note”), as consideration for $120,000 cash received from Holder on such date, due in three months;

WHEREAS, the maturity date of the Original Note having been extended multiple times, on August 16, 2019, pursuant to a Second Amendment, a cash payment outstanding interest and partial principal was made, and the Original Note was amended and restated to a note convertible into Issuer’s common stock at $0.17 a share that matures August 16, 2020, with a principal balance of $75,000, incurring interest at 5% annual rate (the “Note”);

WHEREAS, on August 10, 2020, Issuer made a $25,000 cash payment of principal, and Holder agreed to extend the maturity date to August 16, 2021; and

WHEREAS, Holder desires to convert the outstanding principal and interest due on the Note into equity of the Issuer.

Now, therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1.    Acknowledgment of Principal and Interest Due. The Parties each acknowledge and agree that as of May 18, 2021, (i) $50,000 in principal remains outstanding on the Note, and (ii) $5,622.05 in accrued and unpaid interest is outstanding on the Note. (Interest calculation on Schedule A attached.)

2.    Conversion. Holder hereby agrees and requests to convert the outstanding principal and interest into an aggregate 327,189 shares of Issuer’s common stock, at a conversion rate of $0.17 per share, as set forth in Section 4 of the Note. Of the 327,189 shares issued, 294,118 are issued for principal, and 33,071 for interest.

3.    Issuer agrees to promptly issue the shares without restrictive legend, and to provide a legal opinion for reliance by Issuer’s transfer agent and Holder’s securities broker.

4.    Cancellation of Note. Holder agrees that the Note, and every amendment hereto, is hereby cancelled and terminated effective the issuance of the shares in Holder’s name on the records of Issuer’s transfer agent, American Stock Transfer & Trust. The cancellation of the Note does not affect the validity of prior issued warrants.

5.    Representations of Holder. Holder represents and warrants to Issuer that it remains the holder of the Note, and has not transferred, sold or hypothecated the Note in any manner whatsoever.

6.    Miscellaneous.

(a)    Entire Agreement. The Agreement embodies the entire understanding between the parties hereto with respect to its subject matter and can be changed only by an instrument in writing signed by the parties hereto.

(b)    Counterparts. This Amendment may be executed in one or more counterparts, including the transmission of counterparts by facsimile or electronic mail, each of which shall be deemed an original but all of which, taken together, shall constitute one in the same Amendment.

IN WITNESS WHEREOF, the parties hereto have executed this Final Payment Agreement to the Promissory Note dated September 19, 2018 as of the day and year first-above written.