Exhibit 10.1

NOTE PURCHASE AGREEMENT

Preliminary Statement

USA Equities Corp., a Delaware corporation (the “Company”), by this Note Purchase Agreement (this “Subscription Agreement” or this “Agreement”) is offering to “accredited investors” (as defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended, hereinafter referred to as the “Securities Act”) up to five hundred thousand ($500,000) dollars principal amount of its Convertible Notes (the “Offering”), in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 506 of Regulation D. The minimum investment is for a Convertible Note (a “Note,” collectively, the “Notes”) in the principal amount of twenty-five thousand ($25,000) dollars, provided that the Company reserves the right in its absolute discretion to accept subscriptions for less than the minimum investment.

The Offering will continue until September 15, 2020 (or such earlier date upon which Notes in the aggregate principal amount of five hundred thousand ($500,000) dollars are sold, unless extended by the Company for an additional period extending to October 15, 2020 (the date upon which this Offering terminates is hereinafter referred to as the “Termination Date”). The Company reserves the right to reject any offer to purchase a Note, in whole or in part, at any time or to withdraw the Offering at any time prior to the initial closing. Funds received from investors whose offers the Company does not accept, in whole or in part, will be returned to them, without accrued interest or deduction.

Investors should send payment of the purchase price by check payable to “USA Equities Corp.” 901 Northpoint Parkway, Suite 302, West Palm Beach, Florida 33407. If requested, wire information will be provided so that you can wire the amount of your subscription to the Company.

The offering price of each Note is equal to the principal amount of the Note. Thus, to acquire a Note in the original principal amount of twenty-five thousand ($25,000) dollars, an investor must remit twenty-five thousand ($25,000) dollars to the Company. Each Note will mature on September 30, 2022, approximately 24 months from the date of issuance. At maturity, the Company will have the option of paying the Notes in cash or in common stock of the Company valued at twenty (20%) percent discount to the then market price of the common stock or, if greater, ten ($0.10) cents. The form of the Note is annexed hereto as Exhibit 1. The principal amount and interest accrued on each Note is convertible at the option of the holder and, at maturity at the option of the Company, into shares of the common stock of the Company on the terms and conditions set forth in the Note. Further, upon conversion of a Note or an election by the Company to satisfy a Note with shares of its common stock, the holder thereof will receive a warrant (individually, a “Warrant,” collectively, the “Warrants”) to purchase twenty-five (25%) percent of the number of shares issued upon conversion or satisfaction of the Note at an exercise price equal to one hundred fifty (150%) percent of the price used to determine the number of shares issued pursuant to the Note. The terms and conditions thereof are set forth in the form of Warrant annexed hereto as Exhibit 2.

If an offer is accepted by the Company, the investor will be mailed an executed counterpart of this Subscription Agreement indicating acceptance by the Company together with a Note in the amount of his subscription. Until such execution and delivery of this Note Purchase Agreement by the Company, no subscription offer will be deemed accepted.

SECTION 1

1.1 Subscription. The undersigned investor (the “Investor”), intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase a Note in the principal amount indicated on the signature page hereto (the “Acquired Note”). The undersigned hereby irrevocably commits to pay the amount set forth on the signature page hereto contemporaneously with execution of this Agreement, in exchange for the Acquired Note. The Investor understands and acknowledges that this subscription is irrevocable. Investor will deliver the payment due hereunder by check payable to the Company or by wire transfer to an account designated by the Company. The Company will return to the Investor a counter-executed copy of this Agreement to confirm its acceptance of this subscription together with the duly executed Acquired Note.

SECTION 2

2.1 Investor Representations, Warranties and Covenants. The undersigned Investor hereby acknowledges, represents and warrants to, and agrees with, the Company as follows:

(a) Investment Purposes. The undersigned is acquiring the Acquired Note for his own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part in a transaction that would be in violation of the Securities Act or the securities laws of any other applicable jurisdiction. No other person has a direct or indirect beneficial interest in, and the undersigned does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to, the Acquired Note or any part of the Acquired Note for which the undersigned is subscribing that would be in violation of the Securities Act or the securities laws of any other applicable jurisdiction.

(b) Authority. The undersigned has full power and authority to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes the valid and legally binding obligation of the undersigned.

2.1.1 Exemption from Registration. The undersigned acknowledges his understanding that the sale of the Acquired Note is intended to be exempt from registration under the Securities Act. In furtherance thereof, in addition to the other representations and warranties of the undersigned made herein, the undersigned further represents and warrants to and agrees as follows:

(a) Investment Experience. The undersigned has such knowledge and experience in finance, securities, taxation, investments and other business matters as to evaluate investments of the kind described in this Agreement. By reason of the business and financial experience of the undersigned, the undersigned can protect his own interests in connection with the transactions described in this Agreement.

(b) No Reliance. Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company, the directors or any officer, agent or representative of the Company, in determining to invest in the Acquired Note. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Acquired Note and on that basis believes that his investment in the Acquired Note is suitable and appropriate for the undersigned.

(c) No General Solicitation. The undersigned is not subscribing for the Acquired Note as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio; or presented at any seminar or similar gathering; or any solicitation of a subscription by a person, other than personnel of the Company, previously not known to the undersigned.

(d) No Other Representations. No representations or warranties have been made to the undersigned by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for the Acquired Note the undersigned is not relying upon any representations other than those contained herein.

(e) Residency. The undersigned’s principal business address is in the jurisdiction set forth on the signature page hereof, and the undersigned has no present intention to move such principal business address from such jurisdiction.

(f) Accredited Investor. The undersigned is an “accredited investor” (as defined in Rule 501(a) Regulation D of the Securities Act) as indicated on Appendix I annexed hereto.

(g) Legend. The undersigned acknowledges that neither the Securities and Exchange Commission (the “SEC”), nor the securities regulatory body of any state or other jurisdiction, has received, considered or passed upon the accuracy or adequacy of the information and representations made in this Agreement.

The undersigned acknowledges that the Acquired Note, the Warrant issuable upon conversion of a Note and the shares issuable upon conversion of the Acquired Note or exercise of the Warrant (the “Underlying Shares,” collectively with the Acquired Note and Warrant, the “Securities”) may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Securities or any available exemption from registration under the Securities Act, the Securities may have to be held indefinitely. The undersigned also understands and acknowledges that the Company is under no obligation to register any of the Securities for resale or other disposition under the Securities Act. The undersigned further agrees that if in connection with an offering of the Company’s securities the underwriter or placement agent requests that the undersigned enter into a lockup agreement, the undersigned will enter into a lock up agreement substantially identical to such lock up agreement as may be agreed to by the officers of the Company provided the term thereof shall not exceed one year.

The undersigned agrees to the imprinting of a legend on any certificate representing the Acquired Note, Warrant and Underlying Shares or the placement of a stop transfer order in the records of the transfer agent of the Company in the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.”

(h) Investment Commitment. The undersigned’s overall commitment to investments which are not readily marketable is not disproportionate to the undersigned’s net worth, and an investment in the Subscribed Offered Shares will not cause such overall commitment to become excessive.

(i) Highly Speculative Investment. The undersigned recognizes that an investment in the Company and the Acquired Note is highly speculative and involves a high degree of risk, and that only investors who can afford the loss of their entire investment should consider investing in the Company and the Notes since the Company will require additional financing and is subject to all of the risks generally associated with an investment in an early stage company as well as other risks relating to the business and industry in which the Company competes or may compete, and he may not be able to liquidate his investment in the Acquired Note. The Investor recognizes further that the Company may satisfy the Note by delivering shares of its common stock to the Investor and there then may be no market for the Company’s common stock.

The undersigned acknowledges that in addition to the foregoing, the Company and the Acquired Notes are subject to a variety of risks, including, those set forth on Appendix A hereto.

(j) Receipt of Information. The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment that has been requested by the undersigned and the undersigned has been afforded the opportunity to ask questions of the representatives of the Company to obtain any information necessary to verify the accuracy of any representations or information made or given to the undersigned.

(k) No Governmental Review. The undersigned is aware that no federal or state agency has (i) made any finding or determination as to the fairness of this investment, (ii) made any recommendation or endorsement of the Acquired Note, or (iii) guaranteed or insured any investment in the Acquired Note.

2.1.2 Representations and Warranties with Respect to Prohibited Activities. The undersigned represents, warrants and covenants that:

(a) He or it has not been designated by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) as a Specially Designated National or blocked person, that he has no reason to believe that he would be considered a blocked person by OFAC and the undersigned does not reside in a restricted country. The undersigned also represents that he is not employed by, acting as an agent of, or partially owned or controlled by a government, a government-controlled entity or a government corporation; and to the extent the undersigned has any beneficial owners, (A) he has carried out thorough due diligence to establish the identities of such beneficial owners, (B) based on such due diligence, the undersigned reasonably believes that no such beneficial owners were or are (i) acting in contravention of any U.S. or international laws and regulations, including anti-money laundering regulations or conventions, (ii) acting on behalf of terrorists or terrorist organizations, including those persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by OFAC, (iii) acting for a senior foreign political figure, any member of a senior foreign political figure’s immediate family or any close associate of a senior foreign political figure or (iv) acting for a foreign shell bank (such persons or entities in (i) - (iv) are collectively referred to as “Prohibited Persons”), (C) he holds the evidence of such identities and status and will maintain all such evidence for at least five years from the date hereof and (D) he will make available such information and any additional information that the Company may require upon request.

(b) He or it is not currently the subject or target of and has not been designated a “specially designated national” or “blocked person” by the United Nations Security Council, the European Union, Her Majesty’s Treasury or any other sanctions authority, nor is the undersigned located, organized or resident in a country or territory that is the subject or a target of a comprehensive embargo or prohibiting trade with that country.

(c) He or it has not engaged in any business or activity prohibited by the Trading with the Enemy Act, that is the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any enabling legislation or executive order relating thereto. The Purchaser has not (i) used any funds for any unlawful contribution or other unlawful political activity; (ii) made any direct or indirect unlawful payment to a foreign or domestic government official or agent; or (iii) violated any provision of any law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transaction or the Foreign Corrupt Practices Act of 1977.

(d) If any of the foregoing representations, warranties or covenants ceases to be true or if the Company no longer reasonably believes that it has satisfactory evidence as to their truth, notwithstanding any other agreement to the contrary, the Company may be obligated to freeze the undersigned’s investment, either by prohibiting additional investments, declining or suspending any withdrawal requests and/or segregating the assets constituting the investment in accordance with applicable regulations, or the undersigned’s investment may immediately be involuntarily withdrawn by the Company, and the Company may also be required to report such action and to disclose the undersigned’s identity to OFAC or other authority. In the event that the Company is required to take any of the foregoing actions, the undersigned understands and agrees that he shall have no claim against the Company or its affiliates, members, employees and agents for any form of damages as a result of any of the aforementioned actions.

SECTION 3

3.1 Representations and Warranties of the Company. The Company represents and warrants to the undersigned as follows:

(a) Organization. The Company is corporation duly organized and validly existing and in good standing under the laws of the State of Delaware.

(b) Authority. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action and no further consent or authorization of the Company or its Board of Directors or stockholders is required. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

(c) Approval of Agreement. The Board of Directors of the Company has authorized the execution and delivery of this Agreement by the Company, the consummation of the transaction contemplated hereby, the issuance of the Acquired Note, the Warrant and the Underlying Shares and the taking by the Company of all of the other actions contemplated hereby.

(d) No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or to which any of its assets, properties or operations are subject.

(e) Filings with SEC. The Company is obligated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file periodic and other reports with the Securities Exchange Commission (“SEC”). The reports, schedules, forms, statements and other documents filed by the Company with the SEC, since August 1, 2018 including the exhibits thereto and documents incorporated by reference therein, are collectively referred to herein as the “SEC Reports.” As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(f) Financial Statements. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(g) Exemption from Registration; Valid Issuances. The Acquired Note, the Warrant and the Underlying Shares, may and shall be properly issued by the Company to the undersigned pursuant to any applicable federal or state law provided that, at the time of exercise of the Warrant, the Investor is an accredited investor or there is another exemption available from the registration requirements of the Securities Act. When issued and paid for as herein provided and upon conversion of the Note and due execution of the Warrant, the Underlying Shares shall be duly and validly issued, fully paid and non-assessable. Neither the sale of the Securities pursuant to, nor the Company’s performance of its obligations under, this Agreement shall (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Securities. The Securities shall not subject the undersigned to personal liability by reason of the ownership thereof.

(h) No General Solicitation or Advertising in Regard to this Transaction. Neither the Company nor any of its affiliates nor any person acting on its or their behalf (a) has conducted or will conduct any general solicitation (as that term is used in Rule 502(c) of Regulation D) or general advertising with respect to the Acquired Note, or (b) made any offers or sales of any security or solicited any offers to buy any security under any circumstances that would require registration of the Acquired Note, Warrant or Underlying Shares under the Securities Act.

(i) Use of Proceeds. The net proceeds of the Offering will be used as working capital and the application of such monies will be subject to the discretion of the management.

(j) No Disqualification Events. None of the Company, or any of its directors, executive officers, other officers of the Company participating in the offering, any beneficial owner (as that term is defined in Rule 13d-3 under the Exchange Act) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale of the Acquired Note (each, an “Issuer Covered Person” and, collectively, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The Issuer has exercised reasonable care to determine (i) the identity of each person that is an Issuer Covered Person; and (ii) whether any Issuer Covered Person is subject to a Disqualification Event.

SECTION 4

4.1 Indemnity. The undersigned agrees to indemnify and hold harmless the Company, its managers, members, officers, employees, agents, representatives and its affiliates and their respective successors and assigns and each other person, if any, who controls any thereof, against any loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any false representation or warranty or breach or failure by the undersigned to comply with any covenant or agreement made by the undersigned herein or in any other document furnished by the undersigned to any of the foregoing in connection with this transaction.

4.2 Modification. Neither this Agreement nor any provisions hereof shall be modified, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.

4.3 Notices. Any notice, demand or other communication which any party hereto may be required, or may elect, to give to anyone interested hereunder shall be sufficiently given if (a) deposited, prepaid, with a recognized international courier service or (b) delivered personally, in each case to the Company at its address set forth above or to the Investor to his address on the signature page hereto (or at such other address for a party as shall be specified by like notice; provided that the notices of a change of address shall be effective only upon receipt thereof).

4.4 Counterparts. This Agreement may be executed through the use of separate signature pages or in any number of counterparts and by facsimile, and each of such counterparts shall, for all purposes, constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. Signatures may be facsimiles.

4.5 Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns.

4.6 Entire Agreement. This Agreement and the documents referenced herein contain the entire agreement of the parties and there are no representations, covenants or other agreements except as stated or referred to herein and therein.

4.7 Assignability. This Agreement is not transferable or assignable by the undersigned.

4.8 Applicable Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to conflicts of law principles. Any dispute between or, action or proceeding against any of the parties hereto under, arising out of or in any manner relating to, this Agreement and the transactions contemplated herein shall be commenced in the Federal Courts or located in the State of Florida or the courts of original jurisdiction in the State of Florida and the parties hereto irrevocably consent to the jurisdiction of such courts in connection with any action or proceeding arising out of or relating to this Agreement any document or instrument delivered pursuant to, in connection with or simultaneously with this Agreement, or a breach of this Agreement or any such document or instrument. In any such action or proceeding, each party hereto waives personal service of any summons, complaint or other process and agrees that service thereof may be made in accordance with Section 4.3. Within 30 days after such service, or such other time as may be mutually agreed upon in writing by the attorneys for the parties to such action or proceeding, the party so served shall appear or answer such summons, complaint or other process.

EACH PARTY HERETO WAIVES TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR ANY BREACH OR ALLEGED BREACH HEREOF.

[signature page appears on the following page]

FOR USE BY INDIVIDUAL PROSPECTIVE INVESTOR ONLY

INDIVIDUAL PROSPECTIVE INVESTOR SIGNATURE PAGE FOR SUBSCRIPTION AGREEMENT

(If purchasing as an entity, go to Entity Prospective Investor Signature Page for Subscription Agreement)

IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement as of September       , 2020.

Ownership form (check one):

FOR USE BY ENTITY PROSPECTIVE INVESTOR ONLY

ENTITY PROSPECTIVE INVESTOR SIGNATURE PAGE FOR SUBSCRIPTION AGREEMENT

(If purchasing as an individual, go to Individual Prospective Investor Signature Page for Subscription Agreement.)

IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement as of September           , 2020.

APPENDIX A

In considering an investment in the Convertible Notes offered hereby, prospective investors should consider, in addition to the risks set forth below, those contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 21, 2020.

The Convertible Notes have risks similar to equity securities.

The Company has chosen to offer a Convertible Note. The Company has the right upon maturity of the Convertible Notes to pay the principal amount of the Note and the interest accrued thereon in shares of the Company’s common stock. There is no assurance that an active market for such shares will develop or that the Investor will be able to sell any shares he may receive at a price which will enable him to recoup his entire investment. The Convertible Notes are not secured by the assets of the Company and the Company currently has minimal shareholders equity. If the Company were to grant a lien on its properties to a future lender and were to default on its obligations to such lender and the holders of the Convertible Notes, the holders of the Convertible Notes could only satisfy any judgement they may obtain after the secured lender has been satisfied in full.

The Company will require additional financing to fund operations.

The Company’s ability to achieve its business plans is dependent on obtaining additional capital to fund operations and development of the Company’s business in addition to the funds being raised in this Offering. The funds raised in this Offering will not be sufficient to enable the Company to achieve its business plan and existing management will have complete discretion in determining how such funds are used. The Company will require additional financing to achieve its business plan and likely will seek to raise funds through the sale of its securities or by other means, including borrowing money secured by Company assets. If the additional funds are borrowed and the Company were to fail to timely pay amounts due, the lender could foreclose on any lien it may have on the Company’s assets in which event purchasers of the securities offered hereby would lose their entire investment. No assurance can be given that additional funds will be available to the Company on acceptable terms, if at all. If additional financing is required but not available in adequate amounts, the Company may be unable to implement or realize on its business plan which significantly increases the risk of loss of invested capital by the members of the Company.

The terms and conditions of this Offering have been determined by the Company.

The subscription price of the Convertible Note, as well as the terms upon which the Notes will be converted into common stock and the exercise price of the Warrants, have been determined by the Company and bear no relationship to the Company’s assets, book value or any other generally accepted measure of value. The exercise price of the Warrants does not necessarily indicate the current value of the common stock and should not be considered to be an indication of the future value of the common stock.

There is no minimum amount of subscriptions that must be received before the Company can use your funds.

There is no minimum amount of Convertible Notes that must be received before the Company can use any of the proceeds of this Offering. Consequently, it is possible that this Offering may terminate before all or a substantial portion of the Convertible Notes are sold. In such event, the Company’s ability to achieve the Company’s objectives described herein will be compromised and the risk that any investor, who chooses to purchase Convertible Notes, will lose all of his money will be substantial.

APPENDIX I

Exhibit 10.2

NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ACCORDINGLY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE BE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO USA EQUITIES CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.

10% Convertible Note due September 30, 2022

THIS NOTE is one of a series of duly authorized and validly issued 10% Convertible Notes in the aggregate principal amount of up to $500,000, of USA Equities Corp., a Delaware corporation, (the “Company”), having its principal office at 901 Northpoint Parkway, Suite 302, West Palm Beach, Florida 33407, designated as its “10% Convertible Notes due September 30, 2022,” as the same may be supplemented, modified, amended, restated or replaced from time to time in the manner provided herein, this “Note” and, collectively with the other notes of the series the “Notes”.

FOR VALUE RECEIVED, the Company promises to pay to the order of _______________ or assigns (the “Holder”), at the address set forth on the signature page hereto, without demand, the sum of ________________________ ($_________), together with accrued interest on the unpaid principal amount thereof from the date hereof, on September 30, 2022 (the “Maturity Date”), or such earlier date as the same may become due as provided in Section 3 hereof. Upon maturity of this Note or acceleration of this Note due to the occurrence of an Event of Default, the Company shall have the right to satisfy this Note by the issuance to Holder of the number of shares of its Common Stock determined by dividing the sum of the principal and accrued interest by the Conversion Price, determined as set forth in Section 3.2 for the fifteen Trading Day period ending on the Maturity Date.

Interest on the unpaid principal amount of this Note shall accrue and shall be paid on the Maturity Date or, at the option of the Holder, upon conversion of this Note into shares of Common Stock as provided below. Interest will accrue at the rate of ten percent (10%) per annum. Upon the occurrence and continuation of an Event of Default (as defined in Section 3 below), interest shall accrue and be payable at the rate of 12% per annum. Interest on this Note shall not be compounded except that during the occurrence and continuance of an event of default it shall be compounded annually.

This Note may be prepaid in whole or in part at any time upon thirty (30) days’ notice to the Holder, during which period the Holder may elect to convert this Note as provided below. If this Note shall be prepaid prior to September 30, 2021, then in addition to the principal amount hereof and interest accrued hereon, there shall be paid to Holder an amount equal to three percent (3%) of the principal amount then being paid. If this Note shall be prepaid on or after September 30, 2021 and prior to March 31, 2022, then in addition to the principal amount hereof and interest accrued hereon, there shall be paid to Holder an amount equal to two percent (2%) of the principal amount then being paid. All payments made pursuant to this Note shall be applied first to reimbursable expenses, interest accrued, if any, the premium, if any, due as a result of a prepayment and then principal.

The following is a statement of rights of the Holder and the conditions to which this Note is subject, and to which the Holder, by acceptance of this Note, agrees:

1.1 Conversion at the Option of the Holder. The Holder shall have the right at any time commencing six months after the issuance of this Note, to convert all or any part of the outstanding and unpaid principal amount of this Note and accrued but unpaid interest, into fully paid and non-assessable shares of common stock of the Company (“Common Stock”), as such Common Stock exists on the date of original issuance of this Note, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Company by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Company before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”); however, if the Notice of Conversion is sent after 6:00 pm, New York, New York time the Conversion Date shall be the next business day. The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date.

1.2 Conversion Price. The Conversion Price shall be equal to the greater of (A) eight-tenths (0.8) multiplied by the Market Price (as defined herein) (representing a discount rate of 20%) for the fifteen (15) consecutive trading days ending on the Conversion Date and (B) ten ($0.10) cents. “Market Price” means the Trading Price (as defined below) for the Common Stock for the fifteen (15) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing trading price or if there is no reported closing trading price, the average of the closing bid and asked prices on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Company (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing trading price or if there is no reported closing trading price, the average of the closing bid and asked prices of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid and asked price of such security is available in any of the foregoing manners, the average of the closing bid and asked prices of any market makers for such security that are listed in the “pink sheets”. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by Company and Holder. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

1.3 Authorized Shares. The Company covenants that during the period the conversion right exists, it will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note. The Company represents that all shares issued upon conversion of this Note will be duly and validly issued, fully paid and non-assessable. In addition, if the Company shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Company shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note.

1.4 Method of Conversion. (a) To convert all or any portion of this Note, Holder shall submit to the Company a Notice of Conversion in the form annexed hereto (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and subject to Section 1.4(b) surrendering this Note at the principal office of the Company (upon payment in full of any amounts owed hereunder).

(b) Surrender of Note Upon Conversion. Upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless the entire unpaid principal amount of this Note is so converted. Holder and the Company shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon each such conversion.

2. Automatic Conversion; Qualified Financing; Maturity. (a) If while any portion of this Note remains outstanding, the Company shall in any transaction or series of transaction issue Equity Securities from which it derives gross proceeds of ten million dollars ($10,000,000) or more (a “Qualified Financing”), then the principal amount hereof and any interest accrued hereon as of the date as of which the ten million dollar ($10,000,000) threshold (the “Threshold”) is met shall automatically and without further action on the part of Company or Holder be converted into shares of Common Stock (or such other Equity Securities issued in such transactions) at a conversion price equal to the lesser of (i) eight-tenths (0.8) times the price paid by the purchasers of the Equity Securities in the Qualified Financing or (ii) the per share price obtained by dividing thirty million dollars ($30,000,000) by the number of the Company’s common shares that would then be outstanding on a fully diluted basis as of the time immediately prior to the closing of the transaction by which the Company meets the Threshold.

(b) For purposes of determining whether the Company has met the Threshold as a result of the closing of any transaction, there shall be included in the amounts used to determine whether the Threshold has been met the principal amount of and interest accrued on this Note and any other note of the Company which would be automatically converted if the Threshold was achieved.

(c) If the Threshold is met as a result of the consummation of a series of transactions at which Equity Securities are sold at different prices, the Company shall determine the amount paid by the purchasers in such transactions for purposes of clause 2.1(a)(i) by using the weighted average price paid by the purchasers.

(d) For purposes hereof, Equity Securities shall mean the common stock of the Company or any preferred stock, note, option, warrant or other instrument which may be exercised for or converted into common stock and the purchase price of the common stock shall mean the amount paid upon issuance of such common stock, preferred stock, note, option, warrant or other instrument and the amount, if any, to be paid upon the conversion or exercise of such instrument. Further, upon attainment of the Threshold, if the instrument(s) acquired by the purchasers are convertible into or such that can be exercised to purchase common stock, the Company, if it deems it more favorable to the Holder, in lieu of Common Stock, may deliver such instrument to the Holder.

(e) Upon maturity of this Note or an acceleration of this Note due to the occurrence of an Event of Default, the Company shall have the right to satisfy this Note by the issuance to Holder of the number of shares of its Common Stock determined by dividing the sum of the principal and accrued interest by the Conversion Price, determined as set forth in Section 3.2 for the fifteen Trading Day period ending on the Maturity Date.

2.2 Sale of Assets. If at any time while there remains any amount outstanding under this Note, the Company shall sell all or substantially all of its assets and liquidate by distributing all of its cash and remaining assets to its creditors and shareholders, the Company shall compute the aggregate amount that would be paid to Holder in connection with such liquidation if this Note had been converted immediately prior to such liquidation and, if such amount exceeds the amount that Holder would receive in payment of the principal and interest due hereunder, this Note shall be deemed to have been converted immediately prior to such liquidation and Holder shall receive the greater amount.

2.3 Mechanics of Conversion. (a) Delivery of Common Stock Upon Conversion. Upon receipt by the Company of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided herein, the Company shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within five (5) business days after such receipt and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note, in accordance with the terms hereof. Upon receipt by the Company of a Notice of Conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Company defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion.

(b) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions set forth herein, the Company shall use reasonable efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system.

(c) Concerning the Shares. The securities issuable upon conversion of this Note may not be sold or transferred unless: (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Company or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Holder who agrees to sell or otherwise transfer the shares only in accordance with this Section and who is an Accredited Investor (as then defined by the rules of the SEC).

2.4 Effect of Certain Events; Anti-dilution. (a) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Company or another entity (“Fundamental Change”), the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. In the event of a merger or consolidation, the resulting successor or acquiring entity (if not the Company) shall assume by written instrument the obligations of this Note. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

(b) No Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share which a Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the volume weighted average price on the Conversion Date or round up to the next whole share.

(c) Calculations. All calculations under this Section 2(c) shall be made to the nearest cent or the nearest 1/100th of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.

(d) Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Note, the Company at its expense will promptly compute such adjustment in accordance with the terms hereof and prepare and deliver to the Holder a certificate describing in reasonable detail such adjustment and the transactions giving rise thereto, including all facts upon which such adjustment is based.

(e) Notice of Corporate Events. If the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any capital stock of the Company, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for a Fundamental Change or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the Company shall deliver to the holders of the Notes a notice describing the material terms and conditions of such transaction, at least twenty (20) trading days prior to the applicable record or effective date on which a person would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all steps reasonably necessary in order to ensure that the holders of the Notes are given the practical opportunity to convert the Notes prior to such time so as to participate in or vote with respect to such transaction.

2.5 Most Favored Terms. If the Company issues any notes or other instruments convertible into or exercisable for shares of its Common Stock and the terms and conditions of such instruments, except as to maturity date are demonstrably more advantageous to the Holder then those then in effect under this Note as the same may have been modified or amended, the Company shall modify the terms and conditions of this Note so that they are then equivalent to those granted to the purchasers of the new notes or instruments. In determining whether the terms or conditions of an instrument are more advantageous than the terms of this Note, due consideration shall be given to the Warrants issuable upon conversion of this Note.

2.6 Springing Warrants. Upon conversion of all or any portion of this Note or satisfaction of this Note by the Company by the issuance to Holder of shares of the Company’s Common Stock, in addition to the Common Stock issued to the Holder, there shall be issued to the Holder a warrant (the “Warrant”) to purchase twenty-five hundredths (0.25) times the number of shares of Common Stock then issued to the Holder. The Warrant, shall be exercisable for two years from the Conversion Date at a price equal to 1.5 times the Conversion Price paid in the event giving rise to the issuance of such Warrant.

3. Events of Default.

(a) The occurrence of any of the following events shall constitute a default (“Event of Default”):

(i) Failure to Pay Principal or Interest. The Company fails to pay any installment of principal, interest or other sum due under this Note within ten days after the same becomes due.

(ii) Receiver or Trustee. The Company shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed without the consent of the Company is not dismissed within sixty (60) days of appointment.

(iii) Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law, or the issuance of any notice in relation to such event, for the relief of debtors shall be instituted by or against the Company and if instituted against Company are not dismissed within sixty (60) days of initiation.

(b) Upon the occurrence and during the continuance of any Event of Default, upon notice to the Company the Holder may demand the payment of the unpaid principal amount of this Note, which together with all interest accrued thereon and other amounts payable hereunder shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Holder may immediately enforce any and all of the Holder’s rights and remedies provided herein or any other rights or remedies afforded by law.

4. Record Owner. The Company may deem the person in whose name this Note shall be registered upon the registry books of the Company to be, and may treat such person as, the absolute owner of this Note, and the Company shall not be affected by any notice to the contrary. All such payments and such conversion shall be valid and effective to satisfy and discharge the liability upon this Note to the extent of the sum or sums so paid or the conversion so made.

5. Miscellaneous.

(a) Additional Notes. The sale of Notes in the aggregate principal amount of five hundred thousand dollars ($500,000) in the offering pursuant to which this Note was sold shall not preclude the Company from selling additional notes upon terms and conditions identical to or substantially identical to the terms of this Note.

(b) Waiver. The holders of a majority of the unpaid principal amount of the Notes then outstanding may waive any provision or term of this Note. No failure or delay on the part of Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

(c) Amendment. The terms and provisions of this Note may be amended only with the consent of the Holder.

(d) Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served or (ii) delivered by reputable air courier service with charges prepaid, except that Notices of Conversion shall be delivered as provided above. Any notice or other communication required or permitted to be given hereunder, other than a Notice of Conversion, shall be deemed effective (a) upon hand delivery or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such the address of the Investor set forth below and, in the case of the Company, to its address as set forth above.

(e) Terms. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

(f) Successors and Assigns. This Note shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns.

(g) Expenses. The Company shall reimburse Holder for all reasonable costs and expenses, including without limitation, reasonable attorneys’ fees and expenses, incurred in connection with enforcing any provisions of this Note and/or collecting any amounts due under this Note.

(h) Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Florida. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the civil or state courts of Florida or in the federal courts located in the State of Florida. Holder and the Company agree to submit to the jurisdiction of such courts. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs.

(i) Savings Clause. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.

IN WITNESS WHEREOF, Company has caused this Note to be signed in its name by an authorized officer as of the day set forth above.

Schedule I

FORM OF CONVERSION NOTICE

(To be executed by the registered Holder in order to convert Note)

The undersigned hereby elects to convert the specified principal amount and accrued interest of the 10% Convertible Note due September 30, 2022 into shares of common stock, par value $0.001 per share (the “Common Stock”), of USA Equities Corp., a Delaware, according to the conditions hereof, as of the date written below.

Schedule II

CONVERSION SCHEDULE

This Conversion Schedule reflects conversions of the 10% Convertible Note due September 30, 2022 issued by USA Equities Corp.

Exhibit 10.3

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE REASONABLY ACCEPTABLE TO THE ISSUER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

COMMON STOCK PURCHASE WARRANT

USA EQUITIES CORP.

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________ or assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on ______ __, 202_ (the “Termination Date”) but not thereafter, to subscribe for and purchase from USA Equities Corp., a Delaware corporation (the “Company”), up to ________ shares (the “Warrant Shares”) of common stock, par value $.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).

Section 1. Exercise

a) Exercise. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company); and, if the Exercise Price is to be paid in cash, within three Trading Days of the date said Notice of Exercise is delivered to the Company, the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank. If at the time the Holder desires to exercise this Warrant, the Warrant Shares have not been registered for issuance in a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) and an exemption from the registration requirements of the Securities Act is not available for the sale and issuance of the Warrant Shares, the Holder may pay the Exercise Price, in whole or in part, by surrender or delivery to the Company of securities of the Company, including all or a portion of this Warrant in a “cashless exercise,” having a fair market value, as determined below, on the date of the exercise equal to the portion of the purchase price being so paid. If the Holder elects to exercise this Option, or a portion hereof, and to pay for the Common Stock by way of cashless exercise (a “Cashless Exercise”), the Holder shall deliver the Exercise Notice duly executed by such Holder or by such Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate in writing prior to the date of such exercise, in which event the Company shall issue to the Holder the number of shares computed according to the following equation:

where

X = the number of shares of Common Stock to be issued to the Holder.

Y = the number of shares of Common Stock then purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the number of shares of Common Stock as to which the Warrant is being exercised.

A = the Fair Market Value (defined below) of one share of Common Stock on the Exercise Date.

B = the Exercise Price (as adjusted pursuant to the provisions of this Warrant).

For purposes of this Section 1, in the case of a Cashless Exercise, the “Exercise Date” shall mean the day on which the Holder delivers the Exercise Notice to the Company by hand or e-mail, or the day the Holder deposits the Exercise Notice in a facility of the US mails or with a recognized overnight courier, and “Fair Market Value” of one share of Common Stock on the Exercise Date shall have one of the following meanings:

(1) if the Common Stock is traded on the NYSE MKT or other national securities exchange registered with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Fair Market Value shall be deemed to be the average of the Closing Prices over a five Trading Day period ending on the Exercise Date. For the purposes of this Agreement, “Closing Price” means the closing sale price of one share of Common Stock, as reported by NYSE MKT or such other such national securities exchange, or if NYSE MKT or such other national securities exchange does not publish such information, Bloomberg L.P; or

(2) if the Common Stock is not traded on a national securities exchange, the Fair Market Value shall be deemed to be the average of the closing bid and asked prices over the ten (10) trading day period ending on the Exercise Date; or

(3) if neither (1) nor (2) is applicable, the Fair Market Value shall be at the commercially reasonable price per share which the Company could obtain on the Exercise Date from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by the Company’s Board of Directors.

As used in this Warrant, “Trading Days” mean days on which the Common Stock is traded on the principal market on which it is then traded.

b) Surrender. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within three Business Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. As used in this Warrant, “Business Day” means any day except Saturday, Sunday, any day which shall be a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

c) Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $_____(one hundred fifty (150%) of the Conversion Price in the transaction resulting in the issuance of this Warrant), subject to adjustment hereunder (the “Exercise Price”).

d) Mechanics of Exercise.

i. Authorization of Warrant Shares. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

ii. Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within five (5) Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (“Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v) prior to the issuance of such shares, have been paid.

iii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

iv. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

v. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

vi. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

Section 2. Certain Adjustments.

a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (A) pays a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (B) subdivides outstanding shares of Common Stock into a larger number of shares, or (C) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted. Any adjustment made pursuant to this Section 2(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b) Fundamental Transaction. If, at any time while this Warrant is outstanding, (A) the Company effects any merger or consolidation of the Company with or into another Person (as defined below), (B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 2(b) and insuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Notwithstanding anything to the contrary, in the event of a Fundamental Transaction that is an all cash transaction, whereby the holders of Common Stock immediately prior to such event are to receive cash in substitution for their shares, and, upon the exercise of this Option the Holder is entitled to receive an amount in cash which, on a per share basis is less than the Exercise Price then in effect, this Agreement shall be deemed to have terminated as of the date of such change.

As used in this Warrant, “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

c) Calculations. All calculations under this Section 2 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 2, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

d) Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.

e) Notice to Holder.

i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 2, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock; (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company; then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to exercise this Warrant during the 20-day period commencing on the date of such notice to the effective date of the event triggering such notice.

Section 3. Transfer of Warrant.

a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 3(d) hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 3(a) as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.

c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

d) Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer, that (i) the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel acceptable to the Company (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, and (ii) the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company, and (iii) the transferee is not a U.S. Person (as defined in Rule 902(k) of Regulation S under the Securities Act or is an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act.

In addition to the foregoing, transfer of this Warrant may be prohibited by the Company if, in its sole judgement, the proposed transfer is likely to increase the probability that the Company must register under the Securities Act the sale of the shares issuable upon exercise of this Warrant in order to avoid being deemed to be conducting an unregistered public offering of the securities issuable upon exercise hereof.

Section 4. Miscellaneous.

a) No Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof.

b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

d) Authorized Shares. The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any trading market upon which the Common Stock may be listed.

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

e) Jurisdiction. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflict of laws principles.

f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws.

g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices. Any notice, demand or other communication which any party hereto may be required, or may elect, to give to anyone interested hereunder shall be sufficiently given if (a) deposited, prepaid, with a recognized international courier service or (b) delivered personally, in each case to the Company at its address as provided to the Holder or to the Holder as contained in the records of the Company. Any notice delivered personally shall be effective upon receipt and a notice delivered by recognized courier shall be effective on the second business day following its delivery to the courier. Notice of a change of address shall be effective only upon receipt. Notwithstanding the foregoing, notice of the exercise of this Warrant shall only be delivered to the Company or its designee, by e-mail with a confirming telephone call.

i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

j) Remedies. Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by any such Holder or holder of Warrant Shares.

l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

NOTICE OF EXERCISE

(paid in cash)

To: USA EQUITIES CORP..

(1) The undersigned hereby elects to purchase ________ shares of common stock of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of in lawful money of the United States.

(3) Please issue a certificate or certificates representing said shares of common stock in the name of the undersigned or in such other name as is specified below:

_______________________________

The shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:

_______________________________

_______________________________

_______________________________

(4) Status of Holder Exercising Warrant: The undersigned is (check the applicable box(es) below):

[  ] an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended; or

[  ] not a “U.S. Person” as defined in of Rule 902(k) of Regulation S under the Securities Act.

Name: ____________________________________________________

Signature: _________________________________________________

Date: ______________________________________________________

NOTICE OF EXERCISE

(cashless exercise)

To: USA EQUITIES CORP.

(1) The undersigned hereby elects to convert his right to purchase _______ shares of Common Stock of USA Equities Corp.. (the “Company”), as provided in the Warrant dated ______ __, ______, into ____ shares of the common stock of the Company (based on a fair market value per share of $_______ ). Please issue the shares in accordance with the instructions given below.

(2) Please issue a certificate or certificates representing said shares of common stock in the name of the undersigned or in such other name as is specified below:

_______________________________

The shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:

_______________________________

_______________________________

_______________________________

(3) Status of Holder Exercising Warrant: The undersigned is (check the applicable boxe(s) below):

[  ] an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended; or

[  ] not a “U.S. Person” as defined in of Rule 902(k) of Regulation S under the Securities Act.

Name: ____________________________________________________

Signature: _________________________________________________

Date: ______________________________________________________

ASSIGNMENT FORM

(To assign the foregoing warrant, execute this form and supply required information.

Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to _______________________________________________ whose address is

_______________________________________________________________.

_______________________________________________________________

Dated: ______________, _______

Holder’s Signature: _____________________________

Holder’s Address: _____________________________

_____________________________

Signature Guaranteed: ___________________________________________

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.