THE EXCHANGE
CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.
Exchange Agreement
This
Exchange Agreement (this “Agreement”) is executed and made effective as of September ___, 2022, by and between
The Marquie Group, Inc., a Florida corporation (the “Company”), and __________________,
or its successors and/or assigns (“Holder”).
A.
A. The Company is the issuer of that certain promissory note in the face amount of $______________ dated ______________
(the “Note”) and made by the Company in favor of Holder.
B.
The current outstanding balance of the Note inclusive of principal, interest and penalties on September ___, 2022 is $______________
(the “Note Balance”).
C.
Subject to the terms of this Agreement, Holder and the Company desire to exchange (such exchange is referred to as the “Note
Exchange”) the Note in its entirety inclusive of principal, interest and penalties accrued as of the date hereof (the “Exchange
Note Balance”) for a new promissory note in the original principal amount of $______________ substantially in the form attached
hereto as Exhibit A (the “Exchange Note”). The Note Exchange will consist of Holder surrendering the Exchange
Note Balance in return for the Exchange Note. Other than the surrender of the Exchange Note Balance, no consideration of any kind whatsoever
shall be given by Holder to the Company in connection with this Agreement.
D.
Pursuant to the terms and conditions hereof, Holder and the Company agree to exchange the Exchange Note Balance for the Exchange
Note, which Exchange Note will be convertible into shares (the “Shares”) of common stock of the Company (“Common
Stock”) pursuant to the terms and conditions set forth in the Exchange Note.
E.
As a material inducement for Holder to enter into this Agreement, the parties shall execute and deliver, or cause to be delivered,
as applicable, to one another the Transaction Documents (as defined herein).
NOW, THEREFORE, in consideration
of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained,
the parties hereto agree as follows:
1.
Issuance of Exchange Note.
1.1.
Immediately following the purchase and sale of the Note in accordance with the Assignment Agreement, the Note Exchange shall occur
with Holder surrendering the Note to the Company in exchange for the Exchange Note. Holder and the Company also agree that upon surrender,
the Exchange Note Balance shall be evidenced solely by the Exchange Note.
1.2.
The Company hereby (i) confirms that the Note represents the Company’s unconditional obligation to pay the Note Balance pursuant
to the terms of the Note, and (ii) confirms that the Note Balance is accurately set forth in the Recitals hereof.
2.
Closing Date; Deliveries. The closing of the transaction contemplated hereby (the “Closing”) along with
the delivery of the Note and the other Transaction Documents shall occur as is mutually agreed to by the Company and Holder (the “Closing
Date”) at the office of Holder. On the Closing Date, prior to or contemporaneously with the execution and delivery of this Agreement,
the following events shall occur:
2.1.
Holder shall deliver the Note to the Company for cancellation;
2.2.
The Company shall issue the Exchange Note to Holder; and
2.3.
Mutual delivery of the other Transaction Documents.
3.
Holding Period, Tacking and Legal Opinion. The Company represents, warrants and agrees that for the purposes of Rule 144
of the Securities Act of 1933, as amended (the “Securities Act”), the holding period of the Exchange Note issued hereunder
(including the corresponding Conversion Shares) will include the holding period of the Note from December 1, 2017, which date is the date
that the Note was issued. The Company agrees not to take a position contrary to this Section 3 and further acknowledges that the Note
has not been amended or altered since such date. The Company agrees to take all action necessary to issue the Shares without restriction
and not containing any restrictive legend without the need for any action by Holder; provided that the applicable holding period has been
met. In furtherance thereof, prior to the Closing, counsel to Holder may, in his sole discretion, provide an opinion that: (i) the Shares
issuable to Holder upon conversion of the Exchange Note may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions
or current public information requirements; and (ii) the transactions contemplated hereby and all other documents associated with this
transaction comport with the requirements of Section 3(a)(9) of the Securities Act. The Company represents that it is not subject to Rule
144(i). The Exchange Note is being issued in substitution of and exchange for and not in satisfaction of a portion of the Note. The Exchange
Note shall not constitute a novation or satisfaction and accord of the Note. The Company acknowledges and understands that the representations
and agreements of the Company in this Section 3 are a material inducement to Holder’s decision to consummate the transactions contemplated
herein.
4.
Holder’s Representations and Warranties. Holder represents and warrants to the Company that:
4.1.
Investment Purpose. Holder is acquiring the Exchange Note and the underlying Shares (collectively, the “Securities”)
for his own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution
thereof, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations
herein, Holder reserves the right to dispose of the Securities at any time in accordance with or pursuant to an effective registration
statement covering such Securities or an available exemption under the Securities Act.
4.2.
Accredited Investor Status. Holder is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of
Regulation D of the Securities Act.
4.3.
Transfer or Resale. Holder understands that: (i) the Securities have not been and are not being registered under the Securities
Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder,
(B) Holder shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities
to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements,
or (C) Holder provides the Company with reasonable assurances that such Securities can be sold, assigned or transferred pursuant to Rule
144 in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144
may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under
circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined
in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the United
States Securities and Exchange Commission (the “SEC”) thereunder; and (iii) neither the Company nor any other person
is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and
conditions of any exemption thereunder.
4.4.
Authorization, Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of Holder
and is a valid and binding agreement of Holder enforceable in accordance with its terms, except as such enforceability may be limited
by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating
to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.
4.5.
Brokers. There are no brokerage commissions, finder’s fees or similar fees or commissions payable by Holder in connection
with the transactions contemplated hereby based on any agreement, arrangement or understanding with Holder or any action taken by Holder.
5.
Representations, Warranties, and Covenants of the Company. The Company hereby makes the representations set forth below
and covenants and agrees as follows to Holder (in addition to those set forth elsewhere herein):
5.1.
Organization and Qualification. The Company has been duly organized, validly exists and is in good standing under the laws
of the State of Florida. The Company has full corporate power and authority to enter into this Agreement and this Agreement has been duly
and validly authorized, executed and delivered by the Company and is a valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms, except as such enforcement may be limited by the United States Bankruptcy Code and laws affecting
creditors’ rights, generally. The Company’s Board of Directors has duly adopted a resolution, authorizing this Agreement and
ratifying its terms.
5.2.
Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority
to enter into and perform its obligations under this Agreement, the Exchange Note, and each of the other Transaction Documents and to
issue the Securities in accordance with the terms hereof, (ii) the execution and delivery of the Transaction Documents by the Company
and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of
the Securities and the reservation for issuance and the issuance of the Shares, have been duly authorized by the Company’s Board
of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the
Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding
obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited
by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating
to, or affecting generally, the enforcement of creditors’ rights and remedies, and (v) the Company’s signatory has full corporate
or other requisite authority to execute the Transaction Documents and to bind the Company.
5.3.
Issuance of Securities. The issuance of the Exchange Note is duly authorized and the Exchange Note is free and clear of
all taxes, liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description.
Upon conversion in accordance with the terms of the Securities, the Shares, when issued, will be validly issued, fully paid and non-assessable,
free from all taxes, liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature
and description.
5.4.
No Conflicts. The execution and delivery by the Company of, and the performance by the Company of its obligations under
this Agreement in accordance with the terms of this Agreement will not contravene any provision of applicable law or the charter documents
of the Company or any agreement or other instrument binding upon the Company, or any judgment, order or decree of any governmental body,
agency or court having jurisdiction over the Company, and no consent, approval, authorization or order of, or qualification with, any
governmental body or agency is required for the performance by the Company of its obligations under this Agreement in accordance with
the terms of this Agreement.
5.5.
SEC Documents: Financial Statements. None of the Company’s filings (“SEC Documents”) filed with
the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required
to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.
Since __________________, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company
with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on a timely basis or has received
a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension. As of their
respective dates, the financial statements of the Company included in the Company’s SEC Documents complied as to form in all material
respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial
statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved
(except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim
statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects
the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of
the Company to Holder which is not included in the Company’s SEC Documents, including, without limitation, information referred
to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make
the statements therein, in the light of the circumstance under which they are or were made, not misleading.
5.6.
Brokers. The Company has taken no action which would give rise to any claim by any person for a brokerage commission, placement
agent or finder’s fees or similar payments by Holder relating to this Agreement or the transactions contemplated hereby. The Company
shall indemnify and hold harmless each of Holder, its employees, officers, directors, stockholders, managers, agents, attorneys, and partners,
and their respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorneys’
fees) and expenses suffered in respect of any such claimed or existing fees.
5.7.
Authorization and Issuance. The Note was authorized by all necessary company action and validly issued and executed, and
the Company’s signatory had full corporate or other requisite authority to execute such agreements and to bind the Company.
5.8.
Note. The Note has not been sold, transferred, assigned, exchanged, pledged, hypothecated or encumbered in any way, whether
by the Company or by any other person. The Company makes this representation and warranty after due inquiry. After due inquiry the Company
represents and warrants that at all times, the Company, and all subsequent transferees have complied in all respects with all securities
and other applicable laws in relation with the issuance, holding and transfers of the Note. To the Company’s knowledge, no violation
of securities and other applicable laws occurred in connection with the acquisition, issuance, or holding of the Note.
5.9.
Purchase of Note. On or around ______________, the Company issued the Note to Holder in consideration for services rendered
to the Company and payment of outstanding invoices. Such purchase price constitutes full and adequate consideration for the purchase of
the Note.
5.10.
No Other Loan Documents. No other written document, loan agreement, instrument, contract, amendment or modification to the
Note exists that supplements, modifies, or amends the terms set forth in the Note.
5.11.
Payments or Conversions Under the Note. The Company has not repaid interest or any portion of the outstanding balance of
the Note. To date, none of the Note has been converted into shares of common stock in the Company.
5.12.
Outstanding Loan Balance. As of September ___, 2022, the outstanding loan balance inclusive of principal and interest is
$______________.
5.13.
No Affiliate. Holder is not, and has not for 90 days prior to the date of this Agreement, been an “Affiliate”
of the Company, as that term is defined in the Securities Act.
5.14.
Shares Exempt. Subject to the performance by Holder of his obligations under this Agreement and the accuracy of the representations
and warranties of Holder, the offering and sale of the Shares will be exempt from the registration requirements of the Securities Act
pursuant to Rule 144.
5.15.
Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending against or affecting the Company, the Common Stock or any of the Company’s
subsidiaries, wherein an unfavorable decision, ruling or finding would have a material adverse effect on the Company or its operations.
5.16.
No Additional Consideration. The Company has not received any consideration in any form whatsoever for entering into this
Agreement, other than the surrender of Note.
5.17.
Recitals. All of the information, facts and representations set forth in the Recitals section of this Agreement are in all
respects true and accurate as of the date hereof and are incorporated as representations and warranties of the Company as if set forth
in this Section 5.
5.18.
Reporting Status. With a view to making available to Holder or his assignees the benefits of Rule 144 or any similar rule
or regulation of the SEC that may at any time permit Holder or his assignees to sell securities of the Company to the public without registration,
and as a material inducement to Holder’s purchase of the Securities, the Company represents, warrants and covenants to the following:
(a)
The Company’s Common Stock is registered under Section 12(g) of the Exchange Act.
(b)
The Company is not and has never been a “shell company,” as defined in paragraph (i)(1)(i) of Rule 144 or Rule 12(b)(-2)
of the Exchange Act.
(c)
From the date hereof until the date that is six (6) months after all the Shares either have been sold by Holder, or may permanently
be sold by Holder without any restrictions pursuant to Rule 144 (the “Registration Period”), the Company shall timely
make all filings required to be made by it under the Securities Act, the Exchange Act, Rule 144 or any United States state securities
laws and regulations thereof applicable to the Company or by the rules and regulations of the principal trading market and such reports
shall conform to the requirement of the applicable laws, regulations and government agencies, and, unless such filing is publicly available
on the SEC’s EDGAR system (via the SEC’s web site at no additional charge), the Company shall provide a copy thereof to Holder
promptly after such filing.
(d)
During the Registration Period, the Company shall take all reasonable action under its control to ensure that adequate current
public information with respect to the Company, as required in accordance with Rule 144(c)(2) of the Securities Act, is publicly available.
(e)
The Company shall furnish to Holder so long as Holder owns Securities, promptly upon request, a written statement by the Company
that it has complied with the reporting requirements of Rule 144.
5.19.
Issuer Status. During the Registration Period, the Company shall not terminate its status as an issuer required to file
reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination.
5.20.
Listings or Quotation. The Company’s Common Stock shall be listed or quoted for trading on any of (i) NYSE Amex, (ii)
the New York Stock Exchange, (iii) the Nasdaq Global Market, (iv) the Nasdaq Capital Market, or (v) the OTCQX, OTCQB or OTC Pink Bulletin
Board. The Company shall promptly secure the listing of all of the Shares upon each national securities exchange and automated quotation
system, if any, upon which the Common Stock is then listed or eligible for quotation (subject to official notice of issuance) and shall
maintain such listing of all securities from time to time issuable under the terms of this Agreement. The Company will comply in all material
respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the principal trading market and/or
the Financial Industry Regulatory Authority, Inc. or any successor thereto, as the case may be, applicable to it at least through the
date which is sixty (60) days after the date on which the Exchange Note has been converted or have been paid in full.
5.21.
Full Disclosure. The Company shall make full disclosure of all material terms of this Agreement and the Exchange Note and,
as Holder converts pursuant to the terms of the Exchange Note, the Common Stock the Company issues to satisfy such conversions.
5.22.
Acknowledgement of Obligations. The Company hereby acknowledges, confirms and agrees that the obligations of the Company
to Holder under the Exchange Note are unconditionally owed by the Company to Holder without offset, defense or counterclaim of any kind,
nature or description whatsoever.
5.23.
Binding Effect of Documents. The Company hereby acknowledges, confirms and agrees that: (i) each of the Transaction Documents,
the Note and the Exchange Note to which it is a party has been duly executed and delivered to Holder by the Company, and each is in full
force and effect as of the date hereof, (ii) the agreements and obligations of the Company contained in such documents and in this Agreement
constitute the legal, valid and binding obligations of the Company, enforceable against each in accordance with their respective terms,
and the Company has no valid defense to the enforcement of such obligations, and (iii) Holder is and shall be entitled to the rights,
remedies and benefits provided for in such documents and applicable law, without setoff, defense or counterclaim of any kind, nature or
descriptions whatsoever.
6.
Releases and Waivers.
6.1.
Upon the full conversion of, or full repayment of, the Exchange Note and delivery of the Common Stock to Holder as set forth in
the Exchange Note (referred to as “Payment in Full”), Holder releases and forever discharges the Company of and from
any and all manner of actions, suits, debts, sums of money, contracts, agreements, claims and demands at law or in equity, that Holder
had, or may have arising from such Exchange Note.
6.2.
The Company hereby affirms that the obligations under the Exchange Note and as set forth herein are valid and binding obligations
of the Company, and hereby waives, to the fullest extent allowable under law, any and all defenses that may be available to a debtor under
applicable state and federal law including, without limiting the foregoing, any and all defenses available to a debtor or maker under
the provisions of the Uniform Commercial Code pertaining to negotiable instruments.
7.
Miscellaneous.
7.1.
Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida,
without regard to the principles of conflicts of laws. By executing this Agreement, the parties agree to submit to the exclusive jurisdiction
of and agree to the venue of the courts of the State of Florida. The parties agree not to bring an action in any court of law located
outside the State of Florida.
7.2.
Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the
successors and permitted assigns of the parties hereto. Except as otherwise expressly provided herein, no person other than the parties
hereto and their successors and permitted assigns is intended to be a beneficiary of this Agreement.
7.3.
Pronouns. All pronouns and any variations thereof in this Agreement refer to the masculine, feminine or neuter, singular
or plural, as the context may permit or require.
7.4.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but
all of which together shall constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed
counterpart of this Agreement (or its signature page thereof) will be deemed to be an executed original thereof.
7.5.
Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation
of, this Agreement.
7.6.
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective
and valid under applicable law, but if any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such provision
shall be modified to achieve the objective of the parties to the fullest extent permitted and such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any
other jurisdiction.
7.7.
Entire Agreement. This Agreement, together with the Exchange Note and the other Transaction Documents, constitutes and contains
the entire agreement between the parties hereto, and supersedes all prior oral or written agreements and understandings between Holder,
the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and
the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein
and, except as specifically set forth herein or therein, neither the Company nor Holder makes any representation, warranty, covenant or
undertaking with respect to such matters.
7.8.
Amendment. Any amendment, supplement or modification of or to any provision of this Agreement, shall be effective only if
it is made or given by an instrument in writing (excluding any email message) and signed by the Company and Holder.
7.9.
No Waiver. No forbearance, failure or delay on the part of a party hereto in exercising any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further
exercise thereof or the exercise of any other right, power or remedy. Any waiver of any provision of this Agreement shall be effective
(i) only if it is made or given in writing (including an email message) and (ii) only in the specific instance and for the specific purpose
for which made or given.
7.10.
Currency. All dollar amounts referred to or contemplated by this Agreement or any other Transaction Documents shall be deemed
to refer to US Dollars, unless otherwise explicitly stated to the contrary.
7.11.
Assignment. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder
may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of Holder,
which consent may be withheld at the sole discretion of Holder; provided, however, that in the case of a merger, sale of substantially
all of the Company’s assets or other corporate reorganization, Holder shall not unreasonably withhold, condition or delay such consent.
This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be
assigned by Holder to a third party, including its financing sources, in whole or in part.
7.12.
Advice of Counsel. In connection with the preparation of this Agreement and all other Transaction Documents, each of the
Company, its stockholders, officers, agents, and representatives acknowledges and agrees that the attorney that prepared this Agreement
and all of the other Transaction Documents acted as legal counsel to Holder only. Each of the Company, its stockholders, officers, agents,
and representatives (i) hereby acknowledges that he/she/it has been, and hereby is, advised to seek legal counsel and to review this Agreement
and all of the other Transaction Documents with legal counsel of his/her/its choice, and (ii) either has sought such legal counsel or
hereby waives the right to do so.
7.13.
No Strict Construction. The language used in this Agreement is the language chosen mutually by the parties hereto and no
doctrine of construction shall be applied for or against any party.
7.14.
Attorneys’ Fees. In the event of any action at law or in equity to enforce or interpret the terms of this Agreement
or any of the other Transaction Documents, the parties agree that the party who is awarded the most money shall be deemed the prevailing
party for all purposes and shall therefore be entitled to an additional award of the full amount of the attorneys’ fees and expenses
paid by such prevailing party in connection with the litigation and/or dispute without reduction or apportionment based upon the individual
claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair a court’s power to award fees and
expenses for frivolous or bad faith pleading.
7.15.
Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE
TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE,
LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND TRIAL
BY JURY.
7.16.
Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement and the Transaction Documents
are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right, power, and remedy that
Holder may have, whether specifically granted in this Agreement or any other Transaction Document, or existing at law, in equity, or by
statute; and any and all such rights and remedies may be exercised from time to time and as often and in such order as Holder may deem
expedient. The parties acknowledge and agree that upon the Company’s failure to comply with the provisions of the Transaction Documents,
Holder’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’ inability
to predict future interest rates and future share prices, Holder’s increased risk, and the uncertainty of the availability of a
suitable substitute investment opportunity for Holder, among other reasons. Accordingly, any fees, charges, and default interest due under
the Transaction Documents are intended by the parties to be, and shall be deemed, liquidated damages. The parties agree that such liquidated
damages are a reasonable estimate of Holder’s actual damages and not a penalty, and shall not be deemed in any way to limit any
other right or remedy Holder may have hereunder, at law or in equity. The parties acknowledge and agree that under the circumstances existing
at the time this Agreement is entered into, such liquidated damages are fair and reasonable and are not penalties. All fees, charges,
and default interest provided for in the Transaction Documents are agreed to by the parties to be based upon the obligations and the risks
assumed by the parties as of the Closing Date. The liquidated damages provisions of the Transaction Documents shall not limit or preclude
a party from pursuing any other remedy available at law or in equity; provided, however, that the liquidated damages provided for
in the Transaction Documents are intended to be in lieu of actual damages.
7.17.
Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
7.18.
Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall
be deemed effectively given on the earliest of: (a) the date delivered, if delivered by personal delivery as against written receipt therefor
or by email to an executive officer, or by facsimile (with successful transmission confirmation), (b) the earlier of the date delivered
or the third Trading Day after deposit, postage prepaid, in the United States Postal Service by certified mail, or (c) the earlier of
the date delivered or the third Trading Day after mailing by express courier, with delivery costs and fees prepaid, in each case, addressed
to each of the other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate by
five (5) Trading Days’ advance written notice similarly given to each of the other parties hereto):
If to the Company:
The Marquie Group, Inc.
Attn: Marc Angell
7901 4th Street North
Suite 4000
St. Petersburg, Florida 33702
If to Holder:
Attn: ______________
___________________
___________________
For purposes of this Agreement, “Trading
Day” means any day during which the principal trading market for the Company’s securities in the United States shall be
open for business.
7.19.
Survival of Representations and Warranties. All of the representations and warranties made herein shall survive the execution
and delivery of this Agreement for the maximum time allowable by applicable law.
7.20.
Transaction Fees. Each party shall be responsible for its own attorneys’ fees and other costs and expenses associated
with documenting and closing the transaction contemplated by this Agreement.
7.21.
Cross Default. Any Event of Default (as defined in the Exchange Note) as well as any default or breach of any Other Agreement
(as defined below) shall be deemed a default under this Agreement. Upon a default by the Company, Holder shall have all those rights and
remedies available at law or equity, including without limitation those remedies set forth in the Exchange Note. For purposes hereof,
the term “Other Agreements” means, collectively, all existing and future agreements and instruments between, among
or by: (1) the Company (or a subsidiary), and, or for the benefit of, (2) Holder and any affiliate of Holder, including, without limitation,
promissory notes, exchange agreements, contracts or other agreements or undertakings; provided, however, the term “Other
Agreements” shall not include the Transaction Documents. The intent of this provision is that all existing and future loan transactions
will be cross-defaulted with each other loan transaction and with all other existing and future debt of the Company to Holder.
7.22.
Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement or the other Transaction Documents,
if at any time Holder shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would
cause Holder (together with its Affiliates) to beneficially own a number of shares exceeding 9.99999% of the number of shares of Common
Stock outstanding on such date (including for such purpose the shares of Common Stock issuable upon such issuance) (the “Maximum
Percentage”), then the Company must not issue to Holder shares of the Common Stock which would exceed the Maximum Percentage.
7.23.
Time of the Essence. Time is expressly made of the essence of each and every provision of this Agreement and the Transaction
Documents.
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signature page to follow]
IN WITNESS WHEREOF, each
of the undersigned represents that the foregoing statements made by it above are true and correct and that it has caused this Agreement
to be duly executed on its behalf (if an entity, by one of its officers thereunto duly authorized) as of the date first above written.
Holder:
Sherry
Sparks
By: __________________________________
COMPANY:
The
Marquie Group, Inc.
By: _________________________________
Marc
Angell, Chief Executive Officer
ATTACHMENTS:
Exhibit A
Exchange Note
The Marquie Group, Inc.
$________________
12% CONVERTIBLE NOTE
DATED ________________, 2022
This Note, in the amount
of $________________, replaces in its entirety that certain promissory note, originally issued by the maker hereof to ________________,
in the face amount of $________________, dated ________________.
THIS NOTE (the "Note")
is a duly authorized Convertible Note of The Marquie Group, Inc., a Florida corporation (the "Company").
THIS NOTE arises from the conversion of certain debts owed to ________________ (the “Holder”) and accrued on the Company’s
books and records.
FOR
VALUE RECEIVED, the Company therefore promises to pay the Holder, the principal sum of $________________ (the "Principal Amount")
or such lesser principal amount following the conversion or conversions of this Note in accordance with
Paragraph 2 (the "Outstanding Principal Amount") on demand (the "Maturity Date"), and to pay interest on the
Outstanding Principal Amount ("Interest") in a lump sum on the Maturity Date, at the rate of twelve percent (12%) per Annum
(the “Rate”) from the date of issuance.
Accrual
of Interest shall commence on the date of this Note and continue until the Company repays or provides for repayment in full the Outstanding
Principal Amount and all accrued but unpaid Interest. Accrued and unpaid Interest shall bear Interest at the Rate until paid, compounded
monthly. The Outstanding Principal Amount of this Note is payable on the Maturity Date in such
coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts, at the
address last appearing on the Note Register of the Company as designated in writing by the Holder from time to time. The Company may prepay
principal and interest on this Note at any time before the Maturity Date.
The
Company will pay the Outstanding Principal Amount of this Note on the Maturity Date, free of any withholding or deduction
of any kind (subject to the provision of paragraph 2 below), to the Holder as of the Maturity Date and addressed to the Holder
at the address appearing on the Note Register.
This Note is subject to the
following additional provisions:
1.
All payments on account of the Outstanding Principal Amount of this Note and all other amounts
payable under this Note (whether made by the Company or any other person) to or for the account of the Holder hereunder shall be made
free and clear of and without reduction by reason of any present and future income, stamp, registration and other taxes, levies,
duties, cost, and charges whatsoever imposed, assessed, levied or collected by the United States or any political subdivision
or taxing authority thereof or therein, together with interest thereon and penalties with respect thereto, if any, on or in respect of
this Note (such taxes, levies, duties, costs and charges being herein collectively called "Taxes").
2.
The Holder of this Note is entitled, at its option, at any time after the issuance of this
Note, to convert all or any lesser portion of the Outstanding Principal Amount and accrued but unpaid Interest into Common Stock at a
conversion price equal to $0.002, unless otherwise
modified by mutual agreement between the Parties (the "Conversion Price") (The Common stock into which the Note is converted
shall be referred to in this agreement as "Conversion Shares"). The
Issuer will not be obligated to issue fractional Conversion Shares. The Holder may convert this Note into
Common Stock by surrendering the Note to the Company, with the form of conversion notice attached to the Note as Exhibit B, executed by
the Holder of the Note evidencing such Holder's intention to convert the Note. If the Borrower is unable to issue any shares under this
provision due to the fact that there is an insufficient number of authorized and unissued
shares available, the Holder promises not to force the Borrower to issue these shares or trigger
an Event of Default, provided that Borrower takes immediate steps required to get the appropriate
level of approval from shareholders or the board of directors, where applicable to raise the number of authorized shares to satisfy
the Notice of Conversion.
The
Company will not issue fractional shares or scrip representing fractions of shares of Common Stock on conversion,
but the Company will round the number of shares of Common Stock issuable up to the nearest whole share. The date on which a Notice
of Conversion is given shall be deemed to be the date on which the Holder notifies the Company of its intention to so convert by delivery,
by facsimile transmission or otherwise, of a copy of the Notice of Conversion. Notice of Conversion
may be sent by email to the Company, attn: CEO, COO. The Holder will deliver this Note, together
with original executed copy of the Notice of Conversion, to the Company within three (3) business days following the Conversion
Date. At the Maturity Date, the Company will pay any unconverted Outstanding Principal Amount and accrued Interest
thereon, at the option of the Company, in either (a) cash or (b) Common Stock valued at a price equal to the Conversion
Price determined as if the Note was converted in accordance with its terms into Common Stock on the Maturity Date.
Notwithstanding the foregoing
conversion privilege, in no event shall Issuer have the right to convert into, nor shall the Issuer issue to such Holder, shares of Common
Stock to the extent that such conversion would result in the Holder and its affiliates together beneficially owning more than 9.99% of
the then issued and outstanding shares of Common Stock. If the number of shares issued to Holder is greater than 4.99% of the total issued
common stock of the company, the Issuer must notify the Holder immediately. For purposes hereof, beneficial ownership shall be determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder.
3.
No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to the payment
of the Outstanding Principal Amount of this Note at the Maturity Date, and in the coin or currency herein prescribed.
4.
If at any time or from time to time after the date of this Note, the Common Stock issuable upon the conversion of the Note is changed
into the same or different numbers of shares of any class or classes of stock, whether by recapitalization or otherwise, then in each
such event the Holder shall have the right thereafter to convert the Note into the kind of security receivable in such recapitalization,
reclassification or other change by holders of Common Stock, all subject to further adjustment as provided herein. In such event, the
formulae set forth herein for conversion and redemption shall be equitably adjusted to reflect such change in number of shares or, if
shares of a new class of stock are issued, to reflect the market price of the class or classes of stock issued in connection with the
above described transaction.
5.
Events of Default
5.1.
A default shall be deemed to have occurred upon any one of the following events:
5.1.1.
Withdrawal from registration of the Issuer under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
either voluntary or involuntary.
5.1.2.
Issuer filing for bankruptcy protection under the federal bankruptcy laws, the calling of a meeting of creditors, or any act of
insolvency under any state law regarding insolvency, without written notification to the Investor within five business days of such filing,
meeting or action.
5.1.3.
The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its
obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails
to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common
Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs
its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring or issuing (electronically or
in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to
this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or
hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on
any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when
required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described
in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations
shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion.
5.1.4.
Failure to pay the principal and unpaid but accrued interest on the Note when due.
5.1.5.
Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.
5.1.6.
Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become
due, provided, however, that any disclosure of the Borrower's ability to continue as a "going concern" shall not be an admission
that the Borrower cannot pay its debts as they become due.
5.1.7.
The failure by Borrower to maintain any material intellectual property rights, personal, real property
or other assets which are necessary to conduct its business (whether now or in the future).
5.1.8.
The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior
written notice to the Holder.
5.1.9.
In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide,
prior to the effective date of such replacement, fully executed Irrevocable Transfer Agent
Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocable
reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent
to Holder and the Borrower.
5.1.10.
The failure by Borrower to pay any and all Post-Closing Expenses as defined herein.
5.1.11.
From and after the initial trading, listing or quotation of the Common Stock on a Principal Market, an event resulting in the Common
Stock no longer being traded, listed or quoted on a Principal Market; failure to comply with the
requirements for continued quotation on a Principal Market; or notification from a Principal
Market that the Borrower is not in compliance with the conditions for such continued quotation
and such non-compliance continues for seven (7) trading days following such notification.
5.2.
Default remedies. Upon the occurrence and during the continuation of any Event of Default specified
in Section 5.1. (solely with respect to failure to pay the principal hereof or interest thereon
when due at the Maturity Date), the Note shall become immediately due and payable and the
Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount
equal to the Default Sum (as defined herein). UPON THE OCCURRENCE AND DURING THE CONTINUATION
OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 5.1., THE NOTE SHALL BECOME IMMEDIATELY DUE
AND PAYABLE AND THE BORROWER SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS
OBLIGTAIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT SUM (AS DEFINED HEREIN)). Upon the
occurrence and during the continuation of any Event of Default specified in Sections 5.1. (solely with respect to failure to pay
the principal hereof or interest thereon when due on this Note, 5.1.1, 5.1.2, 5.1.5, 5.1.6, 5.1.7,
5.1.8, 5.1.9, 5.1.10, 5.1.11 exercisable through the delivery of written notice to the Borrower by such Holders (the "Default Notice"),
and upon the occurrence of an Event of Default specified in the remaining sections of Section
5.1. (other than failure to pay the principal hereof or interest thereon at the Maturity Date
specified in Section 5.1. hereof), the Note shall become immediately due and payable and the
Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount
equal to the greater of (i) 150% times the sum of (w) the then outstanding principal amount
of this Note plus (x) accrued and unpaid
interest on the unpaid principal amount of this Note to the date of payment (the "Mandatory
Prepayment Date") plus (y) Default
Interest, if any, on the amounts referred to in clauses (w) and/or (x) (the then outstanding principal amount of this Note to the date
of payment plus the amounts referred to
in clauses (x) and (y) shall collectively be known as the "Default Sum") or (ii) the "parity value" of the
Default Sum to be prepaid, where parity value means (a) the highest number of shares of Common Stock
issuable upon conversion of or otherwise pursuant to such Default Sum, treating the Trading
Day immediately preceding the Mandatory Prepayment Date as the "Conversion Date" for
purposes of determining the lowest applicable Conversion Price, unless the Default Event arises as a result
of such breach in respect of a specific Conversion Date in which case such Conversion Date shall be the
Conversion Date, multiplied by (b) the
highest Closing Price for the Common Stock during the period beginning on the date of first
occurrence of the Event of Default and ending one day prior to the Mandatory Prepayment Date
(the "Default Amount") and all other amounts payable hereunder shall immediately become
due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs,
including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and
remedies available at low or in equity.
If
the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount
is due and payable, then the Holder shall have the right at any time, so long as the Borrower remains in default (and so long and
to the extent that there are sufficient authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu
of the Default Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price
then in effect.
6.
Prepayment. At any time that the Note remains outstanding, upon three business days' written notice (the "Prepayment
Notice") to the Holder, the Company may pay 140% of the entire Outstanding Principal Amount of the Note plus any accrued but unpaid
Interest. If the Company gives written notice of prepayment, the Holder shall agree to withhold any attempts
to convert the Convertible Note for a period of 48 hours beginning upon receipt of the Prepayment Notice. Should the Company fail
to make the Prepayment within the 48 hours, the Holder shall regain its right to convert the Note into shares of Common Stock of the Company.
7.
The Company covenants that until all amounts due under this Note are paid in full, by conversion
or otherwise, unless waived by the Holder or subsequent Holder in writing, the Company shall:
give prompt written
notice to the Holder of any Event of Default or of any other matter which has resulted in, or could reasonably
be expected to result in a materially adverse change in its financial condition or operations;
give prompt notice
to the Holder of any claim, action or proceeding which, in the event of any unfavorable outcome, would
or could reasonably be expected to have a Material Adverse Effect (as defined below) on the financial condition of the Company;
at all times
reserve and keep available out of its authorized but unissued Common Stock, for the purpose of effecting the conversion of this
Note into Common Stock, such number of its duly authorized shares of Common Stock as shall from time
to time be sufficient to effect the conversion of the Outstanding Principal Amount of this Note into Common Stock.
"Material Adverse Effect" means
(i) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen
would likely have, any material adverse effect on the legality, validity or enforceability of the Transaction
Documents or the transactions contemplated thereby, (ii) any condition, occurrence, state of facts or event having,
or insofar as reasonably can be foreseen would likely have, any effect on the business, operations, properties or financial condition
of the Company that is material and adverse to the Company and its Subsidiaries, taken as a whole,
and/or (iii) any condition, occurrence, state of facts or event that would, or insofar as reasonably can be foreseen
would likely, prohibit or otherwise materially interfere with or delay the ability of the Company to perform any of its obligations
under any of the Transaction Documents to which it is a party.
8.
Upon receipt by the Company of evidence from the Holder reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Note,
(i)
in the case of loss, theft or destruction, upon provision of indemnity reasonably satisfactory to it and/or its transfer agent,
or
(ii)
in the case of mutilation, upon surrender and cancellation of this Note, then the Company at its expense will execute
and deliver to the Holder a new Note, dated the date of the lost, stolen, destroyed or mutilated Note, and evidencing the outstanding
and unpaid principal amount of the lost, stolen, destroyed or mutilated Note.
9.
If any term in this Note is found by a court of competent jurisdiction to be unenforceable, then the entire Note
shall be rescinded, the consideration proffered by the Holder for the remaining Debt acquired by the Holder not converted by
the Holder in accordance with this Note shall be returned in its entirety and any Conversion Shares in the possession or control
of the Investor shall be returned to the Issuer.
10.
The Note and the Agreement between the Company and the Holder (including all Exhibits thereto)
constitute the full and entire understanding and agreement between the Company and the Holder
with respect to the subject hereof. Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than
by a written instrument signed by the Company and the Holder.
11.
This Note shall be governed by and construed in accordance with the internal laws of the State
of Florida.
12.
Conditions. The Issuer acknowledges the Investor's participation in respect to this Agreement is on a conditions
permitting basis. In the event that the transaction risk profile substantially changes, market pricing or implied volatility
substantially change, due diligence raises concerns or any other conditions material to the successful closing of the transaction
change, the Investor reserves the right to terminate the Agreement at any time before delivering to the Non Affiliate Debtholder
the cash consideration as described hereof.
13.
Miscellaneous
13.1.
Counterparts. This Agreement may be executed in any number of counterparts by original, facsimile or email signature. All executed
counterparts shall constitute one Agreement not withstanding that all signatories are not signatories
to the original or the same counterpart. Facsimile and scanned signatures are considered
original signatures.
13.2.
Severability. This Agreement is not severable. If any term in this Agreement is found by a
court of competent jurisdiction to be unenforceable, then the entire Agreement shall be rescinded,
the consideration proffered by the Investor for the remaining Debt acquired by Investor not
converted by the Investor in accordance with this Agreement shall be returned in its entirety
and any Conversion Shares in the possession or control of the Investor shall be returned
to the Issuer.
13.3.
Legal Fees. Except as provided in this agreement, each Party will bear its own legal expenses
in the execution of this Agreement. If the Issuer defaults and the Investor is required to expend funds for legal
fees and expenses, such costs will be reimbursed to the Investor, solely by the Issuer.
13.4.
Trading Activities. Neither the Buyer nor their affiliates has an open short position in the
common stock of the Company and the Buyer agree that they shall not, and that they will cause
their affiliates not to, engage in any short sales of or hedging transactions with respect to the common stock of the Company.
13.5.
Modification. This Agreement and the Note may only be modified in a writing signed
by all Parties.
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized,
as of the date first written above.
The Marquie Group, Inc.
By:
_____________________
Name:
Marc Angell
Title:
Chief Executive Officer
Exhibit
B.
NOTICE
OF CONVERSION
The
undersigned hereby elects to convert $______ of the principal and interest amount of the
Note (defined below)
into Shares of Common Stock of The
Marquie Group, Inc., a(n) Florida Corporation (the "Borrower") according to the conditions of the Convertible Note of
the Borrower dated as of ________________ (the "Note"). No fee will be charged
to the Holder or Holder's Custodian for any conversion, except for transfer taxes, if any.
Box Checked as to applicable
instructions:
[
] The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to
the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission
system ("DWAC Transfer").
Name
of DTC Prime Broker: _____________________________
Account
Number: ____________________________________
[
] The undersigned hereby requests that the Borrower issue a certificate or certificates
for the number of shares of Common Stock set forth below (which numbers are based on the Holder's calculation attached hereto) in the
name(s) specified immediately below:
TIN #: ________________
Date of Conversion:
Conversion
Price:
Shares
to Be Delivered:
Remaining
Principal Balance Due After This Conversion:
Signature
Print
Name: