Exhibit 4.01

Series 2021 Class B Preferred Convertible, Subordinated Debenture Indenture

This Series 2021 Class B Preferred Convertible, Subordinated Debenture Indenture (the “Indenture”), dated effective as of April 1, 2021 and executed pursuant to duly granted corporate authority and in accordance with its articles of incorporation and bylaws, and in accordance with the corporate laws of the State of Nevada, is hereby promulgated by Puget Technologies, Inc. a publicly held Nevada corporation subject to reporting obligations under §13 and §15(d) of the Exchange Act (“Puget”):

Preamble:

Whereas, Puget is proposing to issue up to $1,000,000 in principal of the Debentures (as defined herein) pursuant to this Indenture; and

Whereas, pursuant to this Indenture, each Debenture will, subject to adjustment, entitle the holder thereof to convert the principal and accrued interest of the Debenture into shares of Puget’s Class B Convertible Preferred Shares at a conversion rate of $1.75 per share; and

Whereas, all acts and deeds necessary have been done and performed to make the Debentures, when created and issued as provided in this Indenture, legal, valid and binding upon Puget with the benefits and subject to the terms of this Indenture; and

Whereas, the foregoing recitals are made as representations and statements of fact by Puget and not by the Debenture Agent:

Now therefore, Puget’s chief financial officer is hereby authorized, empowered and directed to recruit and retain a transfer agent registered as a transfer agency with the Commission and authorized to carry on business in all states of the United States as the initial Debenture agent hereunder (the “Debenture Agent”) to hold the rights, interests and benefits contained herein for and on behalf of those persons who from time to time become the holders of Debentures issued pursuant to this Indenture, pursuant to the following terms and provisions:

Series 2021 Class B Preferred Convertible, Subordinated Debentures

Puget hereby authorizes the issuance of up to $1,000,000 in subordinated, convertible debentures pursuant to which it promises to pay to the order of the holders the sums indicated, subject to the terms, conditions and covenants set forth below.

Witnesseth:

§1.1        Definitions.

In this Indenture, including the recitals and schedules hereto, and in all indentures supplemental hereto:

“Adjustment Period” means the period from the Effective Date up to and including the Expiry Time;

“Affiliate” means any Person controlled by, controlling or under the common control of by or with another Person.

“Applicable Legislation” means any statute of the United States or state thereof, and the regulations under any such named or other statute, relating to Debenture indenture or to the rights, duties and obligations of Debenture agents under Debenture indentures, to the extent that such provisions are at the time in force and applicable to this Indenture;

“Auditors” means BF Borgers CPA PC or such other firm of certified public accountants duly appointed as auditors of Puget, from time to time;

“Authenticated” means (a) with respect to the issuance of a Debenture Certificate, one which has been duly signed by Puget and authenticated by manual signature of an authorized officer of the Debenture Agent, (b) with respect to the issuance of an Uncertificated Debenture, one in respect of which the Debenture Agent has completed all Internal Procedures such that the particulars of such Uncertificated Debenture as required by §6.3 are entered in the register of holders of Debentures, “Authenticate”, “Authenticating” and “Authentication” have the appropriate correlative meanings;

“Board of Directors” means Puget’s duly elected and serving board of directors acting in compliance with Puget’s then applicable articles of incorporation and bylaws and the internal rules of such board of directors.

“Book Entry Only Participants” or “Participants” means institutions that participate directly or indirectly in the Depository’s book entry registration system for the Debentures;

“Book Entry Only Debentures” means Debentures that are to be held only by or on behalf of the Depository;

“Business Day” means any day other than Saturday, Sunday or a statutory or civic holiday, or any other day on which banks are not open for business in the United States, and will be a day on which the Pink Open Market is open for trading;

“Capital Stock” means shares of any of Puget’s equity securities including, without limitation, shares of its Common Stock, Class B Convertible Preferred Stock, etc.

“Certificated Debenture” means a Debenture evidenced by a writing or writings substantially in the form of Schedule “A”, attached hereto;

“Class B Convertible Preferred Shares” means, subject to Article 8, fully paid and non-assessable shares of Puget’s Class B Convertible Preferred Stock as presently constituted;

“Class B Convertible Preferred Share Reorganization” has the meaning set forth in §8.1;

“Code” means the United States Internal Revenue Code of 1986, as amended and the regulations thereunder;

“Commission” means the United States Securities and Exchange Commission; 

“Common Stock” means the shares of Puget’s common stock, $0.001 par value, currently traded on the Pink Open Market.

“Counsel” means a duly licensed attorney-at-law retained by the Debenture Agent or retained by Puget, which may or may not be counsel for Puget;

“Current Market Price” of the Class B Convertible Preferred Shares at any date means the volume weighted average trading price per Class B Convertible Preferred Share for the twenty (20) consecutive Trading Days ending five (5) Trading Days prior to such date on the Pink Open Market or if on such date the Class B Convertible Preferred Shares are not traded on the Pink Open Market, on such market or stock exchange upon which such Class B Convertible Preferred Shares are then traded and as selected by Puget’s Board of Directors, or, if such Class B Convertible Preferred Shares are not then traded or listed on any stock exchange or market, then on such reasonable basis as may be selected for such purpose by Puget’s Board of Directors;

“Debentures” means the Series 2021 Class B Convertible Preferred Share Debentures created by and authorized by and issuable under this Indenture, to be issued and countersigned hereunder as a Certificated Debenture or Uncertificated Debenture held through the book entry registration system on a no certificate issued basis, entitling the holder or holders thereof to purchase up to an aggregate of $1,000,000 in principal of 2021 Class B Convertible Preferred Share Debentures yielding interest at the annual rate of 8% payable in one balloon installment on the 730^th day after issuance and convertible into shares of Puget’s Class B Convertible Preferred Shares (subject to adjustment as herein provided) at the Conversion Price prior to the Expiry Time and, where the context so requires, also means the Debentures issued and Authenticated hereunder, whether by way of Debenture Certificate or Uncertificated Debenture;

“Debenture Agency” means the principal office of the then serving Debenture Agent or such other place as may be designated in accordance with §7.5;

“Debenture Agent” initially means the transfer agency selected by Puget to act as the transfer agent for the Debentures, or its successors from time to time;

“Debenture Certificate” means a certificate, substantially in the form set forth in Schedule “A” hereto, to evidence Certificated Debentures;

“Debenture holders”, or “holders” means Registered Debenture holders and the owners of Debentures who beneficially hold securities entitlements in respect of the Debentures registered in the name of the Depository or through a Book Entry Only Participant;

“Debenture holders’ Request” means an instrument signed in one or more counterparts by Registered Debenture holders entitled to acquire in the aggregate not less than 51% of the aggregate number of Class B Convertible Preferred Shares which could be acquired pursuant to all Debentures then unconverted and outstanding, requesting the Debenture Agent to take some action or proceeding specified therein.

“Depository” means the Depository Trust & Clearing Corporation or such other person as is designated in writing by Puget to act as depository in respect of the Debentures;

“Dividends” means any dividends paid by Puget in respect of the Class B Convertible Preferred Shares;

“Dividends paid in the ordinary course” means cash dividends paid on the Class B Convertible Preferred Shares in any financial year of Puget to the extent that the amount or value of such dividends in the aggregate does not exceed the greater of (i) 100% of the aggregate amount or value of dividends paid by Puget on the Class B Convertible Preferred Shares in its immediately preceding financial year in which a dividend was paid, and (ii) the consolidated net earnings from continuing operations of Puget, before any extraordinary items, for the 12-month period ending immediately prior to the first day of such financial year (such consolidated net earnings from continuing operations to be computed in accordance with generally accepted accounting principles in the United States of America);

“Effective Date” means the date of this Indenture;

“Exchange Act” means the Securities and Exchange Act of 1934, as amended;

“Conversion Rate” means the number of Class B Convertible Preferred Shares subject to the right of purchase under each Debenture, which, as at the Effective Date, is one (1) Class B Convertible Preferred Share for each $1.75 of principal and accrued interest represented by the Debenture, i.e., assuming conversion at maturity of a $1,000 Debenture, accrued interest would have been $166.40 thus principal and accrued interest would have been $1,166.40 and based on conversion of $1.75 per share, would have resulted in conversion into 667 shares of Class B Convertible Preferred, the fractional share having been converted into a whole share;

“Conversion Date” means, in relation to a Debenture, the Business Day on which such Debenture is validly converted or deemed to be validly converted in accordance with Article 7 hereof;

“Conversion Notice” has the meaning set forth in §7.2(1);

“Conversion Price” means the price at which a whole Class B Convertible Preferred Share may be acquired upon the conversion of a Debenture, which is initially $1.75 per Class B Convertible Preferred Share, subject to adjustment in accordance with the provisions of §8.1;

“Expiry Date” means the 730^th day following payment for the Debenture but no earlier than March 31, 2023, subject to extension in the sole discretion of Puget;

“Expiry Time” means 4:30 p.m. (New York City time) on the Expiry Date;

“Extraordinary Resolution” has the meaning set forth in 7.11(1);

“First Closing Date” means a date after April 1, 2021 when the Debentures are first issued to investors in a proposed private placement of units of Puget’s securities based on meeting minimum placement requirements or such other date as Puget and the Agent will determine;

“Indenture Act” means the Trust Indenture Act of 1939, as amended;

“Internal Procedures” means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register at any time (including without limitation, original issuance or registration of transfer of ownership) the minimum number of the Debenture Agent’s internal procedures customary at such time for the entry, change or deletion made to be complete under the operating procedures followed at the time by the Debenture Agent, it being understood that neither preparation and issuance will constitute part of such procedures for any purpose of this definition;

“Issue Date” means the date the Debentures are issued in connection with the First Closing Date and any Subsequent Closing Date;

“Global Debentures” means Debentures representing all or a portion of the aggregate number of Debentures issued in the name of the Depository represented by an Uncertificated Debenture, or if requested by the Depository or Puget, by a Debenture Certificate. Book entry is a system of tracking ownership of securities where no certificate is given to investors. In the case of book-entry-only issues, while investors do not receive certificates, a custodian holds one or more global certificates. Most investors who use an online broker or even a regular full-service broker will have their shares held in book-entry form. On August 8, 2006, the Commission approved a rule changed by NASDAQ, NYSE and AMEX requiring all listed securities (except certain debt securities) to be eligible for a direct registration system. Direct registration is an entirely electronic book-entry style system that does not involve physical certificates. The rule change does not eliminate physical certificates, but requires issuers to be eligible for entirely electronic recording of securities ownership. Book-entry securities are settled by the Depository Trust Company which is the Depository Trust & Clearing Corporation’s central securities depository;

“Maturity Date” means the 730th day (end of the second year) following the date on which a subscriber has tendered the total subscription price for his, her, it is or their Debenture, to Puget, in cleared and immediately available funds;

“Mutatis Mutandis” means making necessary alterations while not affecting the main point at issue.

“Party” or “Parties” means Puget and any Person who accepts benefits or responsibilities pursuant to this Indenture, including, without limitation, the Debenture Agent and the Debenture holders;

“Person” means an individual, body corporate, partnership, trust, debenture agent, executor, administrator, legal representative or any unincorporated organization;

“Pink Open Market” means the platform for transparent trading and best execution in any security owned and operated by the OTC Markets Group. There are no financial standards or disclosure requirements. A wide spectrum of companies are traded on this market, including foreign companies that limit their disclosure in the U.S., penny stocks and shells, as well as distressed, delinquent, and dark companies not willing or able to provide information to investors. The Pink Market is for professional and sophisticated investors with a high risk-tolerance for trading companies with limited information available and limited regulatory oversight.

“Register” means the one set of records and accounts maintained by the Debenture Agent pursuant to §6.5:

“Registered Debenture holders” means the persons who are registered owners of Debentures as such names appear on the register, and for greater certainty, will include the Depository as well as the holders of Certificated Debentures or Uncertificated Debentures appearing on the register of the Debenture Agent;

“Regulation A” means Regulation A as promulgated by the Commission under the Securities Act;

“Regulation D” means Regulation D as promulgated by the Commission under the Securities Act;

“Regulation S” means Regulation S as promulgated by the Commission under the Securities Act;

“Rights Offering” has the meaning set forth in §8.1;

“Subsequent Closing Date” means any day after the First Closing Date on which a closing takes place for units of Puget’s securities that include the Debentures, or such other date as Puget advises;

“Securities Act” means the Securities Act of 1933, as amended:

“Service” means the United States Internal Revenue Service;

“Shareholders” means holders of shares of Puget’s Capital Stock, whether common, preferred or otherwise;

“Subscriber” means a person who applies to purchase a Debenture;

“This Debenture Indenture”, “this Indenture”, “this Agreement”, “hereto” “herein”, “hereby”, “hereof” and similar expressions mean and refer to this Indenture and any indenture, deed or instrument supplemental hereto; and the expressions “Article”, “§”, “subsection” and “paragraph” followed by a number, letter or both mean and refer to the specified article, section, subsection or paragraph of this Indenture;

“Trading Day” means, with respect to the Pink Open Market, a day on which such market is open for the transaction of business;

“Uncertificated Debenture” means any Debenture which is not a Certificated Debenture;

“Unit” means the units issued in connection with the proposed private placement of Puget securities each consisting of one Debenture in the principal amount of $1,000 dollars, 1,000 Class B Convertible Preferred Shares and Warrants to purchase an additional 2,000 Class B Convertible Preferred Shares at an exercise price of $1.75 on or before March 31, 2023;

“United States” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

“U.S. Person” has the meaning set forth in Rule 902(k) of Regulation S;

“U.S. Purchaser” means an original purchaser of the units of which the Debentures comprise a part who was, at the time of purchase, (a) a U.S. Person, (b) any person purchasing such units on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States, (c) any person who receives or received an offer to acquire such units while in the United States, and (d) any person who was in the United States at the time such person’s buy order was made or the subscription agreement pursuant to which such units were acquired was executed or delivered;

“U.S. Debenture holder” means any Debenture holder that is (a) is a U.S. Person, (b) is in the United States, (c) received an offer to acquire Debentures while in the United States, or (d) was in the United States at the time such Debenture holder’s buy order was made or such Debenture holder executed or delivered its purchase order for the Debentures; and

“Written order of Puget”, “written request of Puget”, “written consent of “Puget”, “Officer’s Certificate” and “certificate of Puget” mean, respectively, a written order, request, consent and certificate signed in the name of Puget by any duly authorized signatory of Puget and may consist of one or more instruments so executed.

“Written Notice”, with respect to Debenture holders, includes notice by 1^st class mail, notice by electronic mail, and, if notice is general to all Debenture holders, notice by publication in a newspaper of general circulation in the United States (e.g., The Wall Street Journal, USA Today) accompanied by notice on Puget’s corporate website (currently https://pugettechnologies.com/).

§1.2        Gender and Number.

Words importing the singular number or masculine gender will include the plural number or the feminine or neuter genders, and vice versa.

§1.3        Headings, etc.

The division of this Indenture into Articles and Sections (§), the provision of a Table of Contents and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Indenture or of the Debentures.

§1.4        Day not a Business Day.

If any day on or before which any action or notice is required to be taken or given hereunder is not a Business Day, then such action or notice will be required to be taken or given on or before the requisite time on the next succeeding day that is a Business Day.

§1.5        Time of the Essence.

Unless waived by Puget, time will be of the essence of this Indenture.

§1.6       Monetary References.

Whenever any amounts of money are referred to herein, such amounts will be deemed to be in lawful money of the United States of America unless otherwise expressed.

§1.7       Applicable Law, Venue & Dispute Resolution.

By accepting the role of Debenture Agent or, execution and delivery of the subscription agreement pursuant to which Debentures will be issued, Puget, the Debenture Agent and the Subscriber(s) will have irrevocably agreed that:

§             2.1 Creation and Issue of Debentures.

§2.2        Security and Subordination.

(2)       In the event of any:

then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money or money’s worth, before the Debentures holders are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Debentures, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Debentures in any such case, proceeding, dissolution, liquidation or other winding up or event.

§2.3        Prior Payment of Senior Indebtedness upon Acceleration of Debentures.

§2.4        No Payment when Senior Indebtedness in Default.

§2.5        Subrogation to Rights of Holders of Senior Indebtedness.

§2.6        Prepayment.

The Debenture is pre-payable, in whole or in part, at the sole election of Puget, at any time, without prepayment penalties, subject to the following requirements:

§2.7        Additional Terms of Debentures.

§2.8        Debenture holder not a Shareholder.

Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Debenture Certificate, entitlement to a Debenture or otherwise, will, in itself, confer or be construed as conferring upon a Debenture holder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of Puget, or the right to Dividends and other allocations.

§2.9        Debentures to Rank Pari Passu.

All Debentures will rank equally and without preference over each other, whatever may be the actual date of issue thereof.

§2.10     Provisions Solely to Define Relative Rights.

§2.11     Puget to Effectuate Subordination.

Each holder of a Debenture by his acceptance thereof authorizes and directs Puget on his, her or its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article 2 and appoints any designee of Puget his, her or its attorney in fact for any and all such purposes.

§2.12     No Waiver of Subordination Provisions.

§2.13     Notice to holder.

§2.14     Reliance on Judicial Order or Certificate of Liquidating Agent.

Upon any payment or distribution of assets of Puget referred to in this Article 2, the holders of the Debentures shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the holders of Debentures, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other indebtedness of Puget, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 2.

§2.15     Puget Not Fiduciary for holders of Senior Indebtedness.

§2.16:    Certain Conversions Deemed Payment.

§3.1        Conversion.

The Debenture shall, at the Debenture holder’s option, be convertible into shares of Puget’s Class B Convertible Preferred Stock, $0.001 par value per share, at a conversion price of $1.75 per share unless Puget shall have split or reverse split its Class B Convertible Preferred Stock subsequent to the date of the Debenture, in which case, the exercise price shall be adjusted in inverse ratio to such reverse or forward split (e.g., in the event of a three for one split, the Debenture holder shall be entitled to three shares of Class B Convertible Preferred Stock for each $1.75 in principal and accrued interest, whereas in the event of a one share for three reverse split, the Debenture holder shall be entitled to one third of a share of Class B Convertible Preferred Stock for each $1.75 in principal and accrued interest.

§3.2        Trading, Exemptions from Registration.

The term “accredited investor” is defined in Rule 501 of Regulation D of the U.S. Securities and Exchange Commission (SEC) as:

§4.1        Exemption from Provisions of Trust Indenture Act of 1939.

The Series 2021 Class B Preferred Convertible, Subordinated Debentures will not be subject to the protective features of the Indenture Act, as amended (the “Indenture Act”) pertaining to required use of an approved form of trust indenture and the employment of an independent trustee to protect the interests of the Debenture holders, pursuant to exemptive provisions of Sections 304(a)(9) of the Indenture Act and Rule 4a-1 adopted thereunder (Reg. § 260.4a-3).

§4.2        Reliance on this Indenture.

Because the Debentures are not afforded many of the safeguards applicable under the Indenture Act, all of the terms of the Series 2021 Class B Preferred Convertible, Subordinated Debentures are contained in this instrument, consequently, its detailed terms are of substantial importance to Puget, the Debenture Agent and to the Debenture holders.

§5.1        Piggyback Registration.

In the event Puget files a registration statement during the term of this Indenture, it shall notify all of the original Debenture holders of the series of the Series 2021 Class B Preferred Convertible, Subordinated Debentures in writing, and their successors in interest either in writing or by publication in a newspaper of national circulation (e.g., USA Today or the Wall Street Journal) of such intent and shall, at the request of any of them but at their expense, register their Debenture(s) and the shares of Class B Convertible Preferred Stock underlying the conversion rights described herein, in such registration statement.

§5.2        Report of Current Event on Commission Form 8-K.

Subscribers for Debentures hereby acknowledge that while Puget intends to file a copy of this Indenture with the SEC as an exhibit under the Exchange Act, such filing does not imply compliance with registration requirements under the Securities Act.

§6.1       Form of Debentures.

§6.2       Book Entry Only Debentures and Global Debenture.

following which, Debentures for those holders requesting the same will be registered and issued to the beneficial owners of such Debentures or their nominees as directed by the holder; provided that, Puget will provide an Officer’s Certificate giving notice to the Debenture Agent of the occurrence of any event outlined in this §6.2 (2)(a)–(g).

§6.3       Authentication.

§6.4       Legends.

“This Debenture and the securities deliverable upon the conversion thereof have not been registered under the united states securities act of 1933, as amended or under the securities laws of any state. The holder hereof, by purchasing such securities, agrees for the benefit of the issuer of such securities and its successors (“Puget”) that such securities may be offered, sold, pledged or otherwise transferred, directly or indirectly, only (a) to Puget; (b) outside the United States in accordance with Commission Rule 904 of Regulation S and in compliance with local laws and regulations; (c) in accordance with the exemption from registration provided by Commission Rule 144 or Rule 144A thereunder, if available, and in compliance with applicable state securities laws; or (d) in a transaction that does not require registration under the Securities Act or any applicable state securities laws, and, in the case of paragraph (c) or (d), the seller has prior to such transfer furnished to Puget an opinion of counsel of recognized standing in form and substance satisfactory to Puget to such effect.”

“Unless this certificate is presented by an authorized representative of the Debenture Agent selected by Puget Technologies, Inc. (the “issuer”) or its agent for registration of transfer, exchange or payment, and any certificate issued in respect thereof is registered in the name of the Debenture Agent or in such other name as is requested by an authorized representative of the Debenture Agent (and any payment is made to such other entity as is requested by an authorized representative of the Debenture Agent), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered holder hereof has a property interest in the securities represented by this certificate herein and it is a violation of its rights for another person to hold, transfer or deal with this certificate.”

“Unless permitted under applicable securities legislation, the holder of this security must not trade the security before [insert the date that is 365 days after the first closing date or a Subsequent Closing Date, as applicable].”

§6.5        Register of Debentures.

§6.6       Issue in Substitution for Debenture Certificates Lost, etc.

§6.7        Exchange of Debenture Certificates.

§6.8 Transfer and Ownership of Debentures.

§6.9 Cancellation of Surrendered Debentures.

§7.1       Right of Conversion.

Subject to the provisions hereof, each Registered Debenture holder may exercise the right conferred on such holder to convert such Debenture prior to the Expiry Time and in accordance with the conditions herein into shares of Puget’s Class B Convertible Preferred Stock at a conversion rate of $1.75 per share, thus, for example, at the end of the first year, the principal balance of a $1,000 Debenture plus accrued interest would be $1,080 entitling the holder to convert such Debenture for 617 shares of Class B Convertible Preferred Stock.

§7.2        Debenture Conversion.

§7.3       Conversion; Legended Certificates.

“The securities represented hereby have not been registered under the Securities Act or under the securities laws of any state. The holder hereof, by purchasing such securities, agrees for the benefit of Puget that such securities may be offered, sold, pledged or otherwise transferred, directly or indirectly, only (a) to Puget; (b) outside the United States in accordance with Commission Rule 904 of Regulation S and in compliance with local laws and regulations; (c) in accordance with the exemption from registration under the Securities Act provided by Commission Rules 144 or 144A thereunder, if available, and in compliance with applicable state securities laws; or (d) in a transaction that does not require registration under Securities Act or any applicable state securities laws, and, in the case of paragraph (c) or (d), the seller has prior to such transfer furnished to Puget an opinion of counsel of recognized standing in form and substance satisfactory to the corporation to such effect.”

“Unless permitted under applicable securities legislation, the holder of this security must not trade the security before [insert the date that is 365 days after the first closing date or a Subsequent Closing Date, as applicable].”

§7.4       Transfer Fees and Taxes.

In addition to restrictions imposed under applicable securities laws, if any of the Class B Convertible Preferred Shares received on conversion are to be issued to a person or persons other than the Registered Debenture holder, the Registered Debenture holder will execute the form of transfer and will comply with such reasonable requirements as the Debenture Agent may stipulate and will pay to Puget or the Debenture Agent on behalf of Puget, all applicable transfer or similar taxes and Puget will not be required to issue or deliver certificates evidencing Class B Convertible Preferred Shares unless or until such Debenture holder will have paid to Puget or the Debenture Agent on behalf of Puget, the amount of such tax or will have established to the satisfaction of Puget and the Debenture Agent that such tax has been paid or that no tax is due.

§7.5       Debenture Agency.

§7.6        Effect of Conversion of Debentures.

§7.7        Partial Conversion of Debentures; Fractions.

§7.8       Expiration of Debenture Conversion Rights.

Unless extended in the sole discretion of Puget, immediately after the Expiry Time, all rights under any Debenture in respect of which the right of conversion provided for herein will not have been exercised will cease and terminate and be of no further force or effect.

§7.9       Accounting and Recording.

§7.10    Securities Restrictions.

Notwithstanding anything herein contained, Class B Convertible Preferred Shares will be issued upon exercise of a Debenture subject to the restrictions and conditions imposed by the securities laws of any applicable jurisdiction.

§7.11     Trading Markets for Puget Securities.

§8.1        Adjustment of Number of Class B Convertible Preferred Shares and Conversion Price.

The conversion rights in effect under the Debentures for Class B Convertible Preferred Shares issuable upon the conversion of the Debentures will be subject to adjustment from time to time as follows:

then the Conversion Price will be adjusted as of the effective date or record date of such subdivision, re-division, change, reduction, combination, consolidation or distribution, as the case may be.

§8.2       Entitlement to Class B Convertible Preferred Shares on Conversion of Debenture.

All Class B Convertible Preferred Shares or shares of any class or other securities which a Registered Debenture holder is at the time in question entitled to receive on the conversion of his, her or its Debenture, whether or not as a result of adjustments made pursuant to this Article 8, will, for the purposes of the interpretation of this Indenture, be deemed to be Class B Convertible Preferred Shares which such Registered Debenture holder is entitled to acquire pursuant to such Debenture.

§8.3        No Adjustment for Certain Transactions.

Notwithstanding anything in this Article 8, no adjustment will be made in the conversion rights attached to the Debentures if the issue of Class B Convertible Preferred Shares is being made pursuant to the private placement for which this Indenture was created or in connection with (a) any share incentive plan or restricted share plan or share purchase plan in force from time to time for directors, officers, employees, consultants or other service providers of Puget; or (b) the satisfaction of existing instruments issued at the date hereof.

§8.4        Determination by Independent Firm.

§8.5       Proceedings Prior to any Action Requiring Adjustment.

As a condition precedent to the taking of any action which would require an adjustment in any of the acquisition rights pursuant to any of the Debentures, including the number of Class B Convertible Preferred Shares which are to be received upon the conversion thereof, Puget will take any action which may, in the opinion of Counsel, be necessary in order that Puget has unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the Class B Convertible Preferred Shares which the holders of such Debentures are entitled to receive on the full conversion thereof in accordance with the provisions hereof.

§8.6       Certificate of Adjustment.

§8.7       Notice of Special Matters.

§8.8        No Action after Notice.

Puget covenants with the Debenture Agent that it will not close its transfer books or take any other corporate action which might deprive the Registered Debenture holder of the opportunity to exercise their right of acquisition pursuant thereto during the period of 14 days after the giving of the certificate or notices set forth in §8.6 and §8.7.

§8.9        Other Action.

If Puget, after the date hereof, will take any action affecting the Class B Convertible Preferred Shares other than action described in §8.1 which in the reasonable opinion of Puget’s Board of Directors would materially affect the rights of Registered Debenture holders, the Conversion Price or Conversion Rate, the number of Class B Convertible Preferred Shares which may be acquired upon conversion of the Debentures will be adjusted in such manner and at such time, by action of Puget’s Board of Directors, acting reasonably and in good faith, in their sole discretion as they may determine to be equitable to the Registered Debenture holders in the circumstances, provided that no such adjustment will be made unless any requisite prior approval of any stock exchange on which the Class B Convertible Preferred Shares are listed for trading has been obtained.

§8.10    Protection of Debenture Agent.

The Debenture Agent will not: (i) at any time be under any duty or responsibility to any Registered Debenture holder to determine whether any facts exist which may require any adjustment contemplated by §8.1, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same; (ii) be accountable with respect to the validity or value (or the kind or amount) of any Class B Convertible Preferred Shares or of any other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Debenture; (iii) be responsible for any failure of Puget to issue, transfer or deliver Class B Convertible Preferred Shares or certificates for the same upon the surrender of any Debentures for the purpose of the exercise of such rights or to comply with any of the covenants contained in this Article; or (iv), incur any liability or be in any way responsible for the consequences of any breach on the part of Puget of any of the representations, warranties or covenants herein contained or of any acts of the directors, officers, employees, agents or servants of Puget.

§8.11     Participation by Debenture holder.

No adjustments will be made pursuant to this Article 8 if the Registered Debenture holders are entitled to participate in any event described in this Article 8 on the same terms, mutatis mutandis, as if the Registered Debenture holders had converted their Debentures prior to, or on the effective date or record date of, such event.

§9.1        Optional Purchases by Puget.

§9.2       General Covenants.

Puget covenants that so long as any Debentures remain outstanding and convertible:

§9.3       Debenture Agent’s Remuneration and Expenses.

Puget will pay to the Debenture Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Debenture Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Debenture Agent in the administration or execution of the trusts hereby created until all duties of the Debenture Agent hereunder will be finally and fully performed.

§9.4       Performance of Covenants by Debenture Agent.

If Puget will fail to perform any of its covenants contained in this Indenture, the Debenture Agent may notify the Registered Debenture holders of such failure on the part of Puget and may itself perform any of the covenants capable of being performed by it but, subject to §13.2, will be under no obligation to perform said covenants or to notify the Registered Debenture holders of such performance by it.

§9.5        Enforceability of Debentures.

Puget covenants and agrees that it is duly authorized to create and issue the Debentures to be issued hereunder and that the Debentures, when issued and Authenticated as herein provided, will be valid and enforceable against Puget in accordance with the provisions terms hereof and that, subject to the provisions of this Indenture, Puget will facilitate the issuance and delivery by the Debenture Agent of the Class B Convertible Preferred Shares due upon conversion of Debentures issued under this Indenture t in accordance with its terms.

§10.1    Suits by Registered Debenture holders.

§10.2     Suits by Puget.

Puget will have the right to enforce full payment of the Debentures issued by the Debenture Agent to a Registered Debenture holder hereunder and will be entitled to demand such payment from the Registered Debenture holder or alternatively to instruct the Debenture Agent to cancel the Debentures and amend the securities register accordingly.

§10.3    Immunity.

Subject to applicable law, the Debenture Agent and, by acceptance of the Debenture Certificates and as part of the consideration for the issue of the Debentures, each of the Debenture holders hereby waives and releases any right, cause of action or remedy now or hereafter existing in any jurisdiction against any person in his capacity as an incorporator or any past, present or future shareholder or other security holder, director, officer, employee or agent of Puget or any successor entity for the creation and issue of the Debentures pursuant to any indenture, covenant, agreement, representation or warranty by Puget herein or contained in the Debenture Certificates.

§10.4      Waiver of Default.

Upon the happening of any default hereunder:

provided that no delay or omission of the Debenture Agent or of the Registered Debenture holders in exercising any right or power accruing upon any default will impair any such right or power or will be construed to be a waiver of any such default or acquiescence therein and provided further that no act or omission either of the Debenture Agent or of the Registered Debenture holders in the premises will extend to or be taken in any manner whatsoever to affect any subsequent default hereunder of the rights resulting therefrom.

§11.1    Right to Convene Meetings.

§11.2     Notice.

§11.3     Chairman.

An individual (who need not be a Registered Debenture holder) designated in writing by the Debenture Agent will be chairman of the meeting and if no individual is so designated, or if the individual so designated is not present within fifteen minutes from the time fixed for the holding of the meeting, the Registered Debenture holders present in person or by proxy will choose an individual present to be chairman.

§11.4     Quorum.

§11.5    Power to Adjourn.

The chairman of any meeting at which a quorum of the Registered Debenture holders is present may, with the consent of the meeting, adjourn any such meeting, and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

§11.6    Show of Hands.

§11.7    Poll and Voting.

§11.8    Regulations.

§11.9    Right of Puget and Debenture Agent Participation.

Puget and the Debenture Agent, by their respective directors, officers, agents, and employees and the Counsel for Puget and for the Debenture Agent may attend any meeting of the Registered Debenture holders and participate therein.

§11.10  Powers Exercisable by Extraordinary Resolution.

In addition to all other powers conferred upon them by any other provisions of this Indenture or by law, the Registered Debenture holders at a meeting will, subject to the provisions of §11.11, have the power exercisable from time to time by Extraordinary Resolution:

§11.11  Meaning of Extraordinary Resolution.

§11.12  Powers Cumulative.

Any one or more of the powers or any combination of the powers in this Indenture stated to be exercisable by the Registered Debenture holders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time will not be deemed to exhaust the right of the Registered Debenture holders to exercise such power or powers or combination of powers then or thereafter from time to time.

§11.13   Minutes.

§11.14  Instruments in Writing.

All actions which may be taken and all powers that may be exercised by the Registered Debenture holders at a meeting held as provided in this Article 11 may also be taken and exercised by Registered Debenture holders holding not less than 75% of the aggregate in principal of all of the then outstanding Debentures by an instrument in writing signed in one or more counterparts by such Registered Debenture holders in person or by attorney duly appointed in writing, and the expression “Extraordinary Resolution” when used in this Indenture will include an instrument so signed.

§11.15  Binding Effect of Resolutions.

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 11 at a meeting of Registered Debenture holders will be binding upon all the Debenture holders, whether present at or absent from such meeting, and every instrument in writing signed by Registered Debenture holders in accordance with §11.14 will be binding upon all the Debenture holders, whether signatories thereto or not, and each and every Debenture holder and the Debenture Agent (subject to the provisions for indemnity herein contained) will be bound to give effect accordingly to every such resolution and instrument in writing.

§11.16  Holdings by Puget Disregarded.

In determining whether Registered Debenture holders holding Debentures evidencing the entitlement to acquire the required number of Class B Convertible Preferred Shares are present at a meeting of Registered Debenture holders for the purpose of determining a quorum or have concurred in any consent, waiver, Extraordinary Resolution, Debenture holders’ Request or other action under this Indenture, Debentures owned legally or beneficially by Puget will be disregarded in accordance with the provisions of §14.6.

§12.1    Provision for Supplemental Indentures for Certain Purposes.

From time to time, Puget (when authorized by action of its Board of Directors) may, subject to the provisions hereof, and it will, when so directed in accordance with the provisions hereof, execute and deliver by its proper officers, indentures or instruments supplemental hereto, which thereafter will form part hereof, for any one or more or all of the following purposes:

§12.2    Successor Entities.

In the case of the consolidation, amalgamation, arrangement, merger or transfer of the undertaking or assets of Puget as an entirety or substantially as an entirety to or with another entity (“successor entity”), the successor entity resulting from such consolidation, amalgamation, arrangement, merger or transfer (if not Puget) will expressly assume, by supplemental indenture satisfactory in form to the then serving Debenture Agent and executed and delivered to such Debenture Agent, the due and punctual performance and observance of each and every covenant and condition of this Indenture to be performed and observed by Puget.

§13.1     Initial Debenture Agent

The initial indenture agent shall be Puget’s transfer agent as of the First Closing Date.

§13.2     Rights and Duties of Debenture Agent.

§13.3     Evidence, Experts and Advisers.

§13.4     Documents, Funds, etc. Held by Debenture Agent.

§13.5     Actions by Debenture Agent to Protect Interest.

The Debenture Agent will have power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Registered Debenture holders.

§13.6    Debenture Agent Not Required to Give Security.

The Debenture Agent will not be required to give any bond or security in respect of the execution of the agency and powers of this Indenture or otherwise in respect of the premises.

§13.7     Protection of Debenture Agent.

By way of supplement to the provisions of any law for the time being relating to the Debenture Agent it is expressly declared and agreed, subject to any contrary obligations imposed by applicable laws, as follows:

§13.8    Replacement of Debenture Agent; Successor by Merger.

§13.9      Conflict of Interest.

§13.10  Acceptance of Agency

By acceptance of any of the rights or responsibilities under this Indenture, the Debenture Agent will be irrevocably deemed to have accepted the agency in this Indenture declared and provided for and to have agreed to perform the same upon the terms and conditions herein set forth.

§13.11  Debenture Agent not to be Appointed Receiver.

Neither the Debenture Agent nor any person related to the Debenture Agent will be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or undertakings of Puget.

§13.12  Debenture Agent not Required to Give Notice of Default.

§13.13   Anti-Money Laundering.

§13.14  Compliance with Privacy Code.

Puget acknowledges and agrees that

§13.15  Securities Exchange Commission Certification.

§14.1      Notice to Puget and the Debenture Agent.

and any such notice delivered in accordance with the foregoing will be deemed to have been received and given on the date of delivery or, if mailed, on the fifth Business Day following the date of mailing such notice or, if by electronic mail, on the next Business Day following the date of transmission.

§14.2    Notice to Registered Debenture holders.

§14.3     Ownership of Debentures.

§14.4    Satisfaction and Discharge of Indenture.

§14.7     Severability & Reformation.

§14.8     Force Majeure.

§14.9    Assignment, Successors and Assigns.

This Indenture will enure to the benefit of and be binding upon Puget, the Debenture Agent, any successor Debenture Agent, the Debenture holders and their respective successors and permitted assigns.

§14.10  Rights of Rescission and Withdrawal for Holders.

In witness whereof, Puget has caused this Indenture to be executed by its duly authorized officers, all as of the last date set forth below:

Schedule “A”

Form of Debenture

For all Debentures include the following legend until such time as it is no longer required in accordance with applicable United States securities laws and Pink Open Market policies:

Unless permitted under securities legislation, the holder of this security must not trade the security before [insert the date that is 365 after the First Closing Date or a Subsequent Closing Date, as applicable].

For all Debentures sold outside the United States and registered in the name of the Depository, also include the following legend:

(Insert if being issued to issuer direct) 

“Unless this certificate is presented by an authorized representative of the Debenture Agent to Puget Technologies, Inc. (the “issuer”) or its agent for registration of transfer, exchange or payment, and any certificate issued in respect thereof is registered in the name of [Debenture Agent], or in such other name as is requested by an authorized representative of [Debenture Agent] (and any payment is made to such other entity as is requested by an authorized representative of I[Debenture Agent]), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered holder hereof has a property interest in the securities represented by this certificate herein and it is a violation of its rights for another person to hold, transfer or deal with this certificate.”

For Debentures required to bear the legend set forth in §6.4(1) of the Debenture Indenture also include the following legend:

This Debenture and the securities deliverable upon the conversion thereof have not been registered under the United States Securities Act of 1933, as amended or under the securities laws of any state. The holder hereof, by purchasing such securities, agrees for the benefit of the issuer of such securities and its successors (“Puget”) that such securities may be offered, sold, pledged or otherwise transferred, directly or indirectly, only (a) to Puget; (b) outside the United States in accordance with Commission Rule 904 of Regulation S and in compliance with local laws and regulations; (c) in accordance with the exemption from registration provided by Commission Rule 144 or Rule 144A thereunder, if available, and in compliance with applicable state securities laws; or (d) in a transaction that does not require registration under the Securities Act or any applicable state securities laws, and, in the case of paragraph (c) or (d), the seller has prior to such transfer furnished to Puget an opinion of counsel of recognized standing in form and substance satisfactory to Puget to such effect.

Puget Technologies, Inc.

(A publicly held Nevada corporation)

Debenture Certificate number 000

Series 2021 Class B Preferred Convertible, Subordinated Debentures

$1,000,000.00 ______________, 2021

For Value Received, Puget Technologies, Inc., a publicly held Nevada corporation (the “Puget”) subject to reporting obligations under Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and with offices at 1200 North Federal Highway, Suite 200-A; Boca Raton, Florida 33432 (“Puget”), pursuant to authorization reflected in a Debenture Indenture authorized by its Board of Directors effective as of the 1st day of April, 2021, a copy of which has been filed with the Commission and is available at the Commission’s EDGAR website and on Puget’s website located at https://pugettechnologies.com/ and a further copy of which is retained at the offices of its transfer agent, the provisions of which are hereby incorporated by reference herein and made a part hereof (the “Indenture”), hereby issues to

___________________________________________

Type Name

___________________________________________

Type Address

___________________________________________

Type Social Security or Federal Employer Identification Number

Pursuant to this certificate, Puget hereby promises to pay the foregoing described Debenture Holder, hereinafter collectively referred to with his, her or its successors in interest and Puget as the “Parties”), the principal sum of $_____________, together with interest thereon at the annual rate of 8%, compounded annually, and payable in one balloon installment at Maturity, through the offices of Puget’s then serving transfer agent or such other address as Puget may provide for such purpose, subject to the following terms:

Terms

1.            Basic Terms:

2.            Security and Subordination

This Debenture is an unsecured, general obligation of Puget subordinate to Senior Indebtedness.

3.            Restrictions on transferability

4.            Conversion

The right to purchase Class B Convertible Preferred Shares by conversion may only be exercised by the Debenture holder within the time set forth above by:

The Debenture Indenture contains provisions for the adjustment of the Conversion Price payable for each Class B Convertible Preferred Share upon the conversion of Debentures and the number of Class B Convertible Preferred Shares issuable upon the conversion of Debentures in the events and in the manner set forth therein.

8.            Binding Nature of Debenture Holder Resolutions

The Debenture Indenture contains provisions making binding on all holders of Debentures outstanding thereunder resolutions passed at meetings of holders of Debentures held in accordance with the provisions of the Debenture Indenture and instruments in writing signed by Debenture holders of Debentures entitled to purchase a specific majority of the Class B Convertible Preferred Shares that can be purchased pursuant to such Debentures.

Nothing contained in this Debenture Certificate, the Debenture Indenture or elsewhere will be construed as conferring upon the holder hereof any right or interest whatsoever as a holder of Class B Convertible Preferred Shares or any other right or interest except as herein and in the Debenture Indenture expressly provided.

14.          Governing Provisions, Governing Law & Validity

In Witness Whereof, Puget has executed this instrument on this __ day of _________, 2021.

Schedule “B”

Form for Transfer

To: [Debenture Agent]

For value received the undersigned hereby sells, assigns and transfers to

_____________________________________________________________________________________

_______________________________________________________________________ (print name and address) the Debentures represented by this Debenture Certificate and hereby irrevocable constitutes and appoints the Debenture Agent as its attorney-in-fact with full power of substitution to transfer the said securities on the appropriate register of the Debenture Agent.

Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Debenture indenture dated as of April 1, 2021 between Puget Technologies, Inc., a publicly held Nevada corporation and [Debenture Agent].

In the case of a Debenture Certificate that contains a U.S. restrictive legend substantially in the form set forth in §6.4(1) of the Debenture Indenture, the undersigned hereby represents, Debentures and certifies that (one (only) of the following must be checked):

☐  the transfer is being made only to Puget; or

☐  the transfer is being made outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, and in compliance with any applicable local securities laws and regulations and the holder has provided herewith the Declaration for Removal of Legend attached as Schedule “D” to the Debenture Indenture, or

☐  the transfer is being made pursuant to the exemption from the registration requirements of the Securities Act provided by (i) Rule 144 under the Securities Act or (ii) Rule 144A under the Securities Act, and in either case in accordance with applicable state securities laws; or

☐  the transfer is being made in another transaction that does not require registration under the Securities Act or any applicable state securities laws.

In the case of a transfer in accordance with (C) or (D) above, Puget must first have received an opinion of counsel of recognized standing, or other evidence, in either case in form and substance reasonably satisfactory to Puget, to such effect.

Dated this ____ day of_________________, 20____.

Reason for Transfer – For United States of America Citizens or Residents only (where the individual(s) or corporation receiving the securities is a United States of America citizen or resident). Please select only one (see instructions below).

☐  Gift  ☐  Estate  ☐  Private Sale  ☐  Other (or no change in ownership)

Date of Event (Date of gift, death or sale):	Value per Debenture on the date of event:

Certain requirements relating to transfers – read carefully

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. All Debenture holders or a legally authorized representative must sign this form. The signature(s) on this form must be guaranteed in accordance with the Debenture Agent’s then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of transfer, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):

The United States of America: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering the face value of the certificate.

Outside The United States of America: For holders located outside The United States of America, present the certificates(s) or document(s) that require a guarantee to a local financial institution that has a corresponding United States or American Affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding Affiliate will arrange for the signature to be over-guaranteed.

Reason for transfer – for citizens or residents of the United States of America only

Consistent with United States Internal Revenue Service regulations, the Debenture Agent is required to request cost basis information from United States of America Debenture holders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e., date of gift, date of death of the Debenture holder, or the date the private sale took place).

____________________________________________________________________________________________

____________________________________________________________________________________________

____________________________________________________________________________________________

____________________________________________________________________________________________

____________________________________________________________________________________________

Schedule “C”

Conversion Form

The undersigned holder of the Debentures evidenced by this Debenture Certificate hereby exercises the right to acquire ____________ (A) Class B Convertible Preferred Shares of Puget Technologies, Inc., a publicly held Nevada corporation by conversion as set forth in the Debenture Indenture.

Conversion Price Deductible from balance due on Debenture: $_______________

(A) multiplied by $1.75, subject to adjustment

The undersigned hereby exercises the right to be issued, and hereby subscribes for, Class B Convertible Preferred Shares that are issuable pursuant to the conversion of this Debentures on the terms specified in this Debenture Certificate and in the Debenture Indenture.

The undersigned hereby acknowledges that the undersigned is aware that the Class B Convertible Preferred Shares received on conversion may be subject to restrictions on resale under applicable securities legislation.

Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Debenture indenture dated as of April 1, 2021 promulgated by Puget Technologies, Inc., a publicly held Nevada corporation.

The undersigned represents, warrants and certifies as follows (one only) of the following must be checked):

☐  He, she or it is not in the United States (as defined in Regulation S (“Regulation S”) under the Securities Act; (ii) is not a U.S. Person as defined in Regulation S; (iii) is not exercising the Debentures on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (iv) did not acquire the Debentures in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (v) did not receive an offer to convert the Debentures in the United States; and (vi) did not execute or deliver this Conversion Form in the United States, and has, in all other respects, complied with the terms of Regulation S in connection herewith.

☐  He, she or it is the original purchaser from Puget of the Debentures being converted and at the time of such acquisition was a U.S. Person or was in the United States (or was acting on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States), and confirms, as of the date of hereof, each of the representations, warranties, certifications and agreements made by it in connection with its acquisition of such Debentures, including, without limitation, its status as an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act, as though such representations, warranties, certifications and agreements were made on the date hereof and in respect of the acquisition of the Class B Convertible Preferred Shares issuable upon conversion of the Debentures being converted.

☐  An exemption from the registration requirements of the Securities Act and all applicable state securities laws is available for the conversion of the Debentures, and attached hereto is a written opinion of U.S. counsel or other evidence in form and substance reasonably satisfactory to Puget to that effect.

It is understood that Puget and the Debenture Agent may require evidence to verify the foregoing representations.

The undersigned hereby irrevocably directs that the Class B Convertible Preferred Shares be issued, registered and delivered as follows:

Please print full name in which certificates representing the Class B Convertible Preferred Shares are to be issued. If any Class B Convertible Preferred Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Debenture Agent all transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed.

Once completed and executed, this Conversion Form must be mailed or delivered to [Debenture Agent].

Dated this ____day of _____, 20__.

☐   Please check if the certificates representing the Class B Convertible Preferred Shares are to be delivered at the office where this Debenture Certificate is surrendered. If not, such certificates will be mailed to the address set out above. Certificates will be delivered or mailed as soon as practicable after the surrender of this Debenture Certificate to the Debenture Agent.

Schedule “D”

Form Of Declaration For Removal Of Legend

The undersigned (a) acknowledges that the sale of the securities of Puget Technologies, Inc., (“Puget”) to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”) and (b) certifies that (1) the undersigned is not an Affiliate of Puget as that term is defined in the 1933 Act, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of The New York City Stock Exchange or any other designated offshore securities market as defined in Regulation S under the Securities Act and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any Affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the Securities Act with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. Terms used herein have the meanings given to them by Regulation S.

Dated this ____day of _____________, 20__.

Puget Technologies, Inc. * 1200 North Federal Highway, Suite 200-A; Boca Raton, Florida 33432 * 561 210 8535
info@pugettechnologies.com * https://pugettechnologies.com/

Exhibit 4.02

2021 Class B Warrant Indenture

This 2021 Class B Warrant Indenture (the “Indenture”), dated effective as of April 1, 2021 and executed pursuant to duly granted corporate authority and in accordance with its articles of incorporation and bylaws, and in accordance with the corporate laws of the State of Nevada, is hereby promulgated by Puget Technologies, Inc. a publicly held Nevada corporation subject to reporting obligations under §13 and §15(d) of the Exchange Act (“Puget”)::

Preamble:

Whereas, Puget is proposing to issue warrants to purchase up to 800,000 shares of Puget’s Common Stock pursuant to this Indenture (the “2001 Class B Warrants”, sometimes hereinafter collectively referred to as the “Warrants” or generically as a “Warrant”); and

Whereas, pursuant to this Indenture, each 2001 Class B Warrant will, subject to adjustment, entitle the holder thereof to acquire one share of Puget’s Class B Convertible Preferred Stock upon payment of the Exercise Price upon the terms and conditions herein set forth; and

Whereas, all acts and deeds necessary have been done and performed to make the 2001 Class B Warrants, when created and issued as provided in this Indenture, legal, valid and binding upon Puget with the benefits and subject to the terms of this Indenture:

Now therefore, Puget hereby authorizes, empowers and directs the issuance of the 2001 Class B Warrants pursuant to the following terms and conditions and Puget’s chief financial officer is hereby authorized, empowered and directed to recruit and retain a transfer agent registered as a transfer agency with the Commission and authorized to carry on business in all states of the United States as the initial warrant agent hereunder (the “Warrant Agent”) to hold the rights, interests and benefits contained herein for and on behalf of those persons who from time to time become the holders of 2001 Class B Warrants issued pursuant to this Indenture:

Witnesseth:

Article 1: Interpretation 

§1.1       Definitions.

In this Indenture, including the recitals and schedules hereto, and in all indentures supplemental hereto:

“2001 Class B Warrant(s)” means the rights to subscribe for shares of Puget’s Class B Convertible Preferred Stock at an initial exercise price of $1.75 per share until March 31, 2023, subject to adjustments and other conditions specified in this Indenture.

“Adjustment Period” means the period from the Effective Date up to and including the Expiry Time;

“Affiliate” means any Person controlled by, controlling or under the common control of by or with another Person.

“Applicable Legislation” means any statute of the United States or state thereof, and the regulations under any such named or other statute, relating to warrant indentures or to the rights, duties and obligations of warrant agents under warrant indentures, to the extent that such provisions are at the time in force and applicable to this Indenture;

“Auditors” means BF Borgers CPA PC or such other firm of certified public accountants duly appointed as auditors of Puget, from time to time;

“Authenticated” means (a) with respect to the issuance of a Warrant Certificate, one which has been duly signed by Puget and authenticated by manual signature of an authorized officer of the Warrant Agent, (b) with respect to the issuance of an Uncertificated Warrant, one in respect of which the Warrant Agent has completed all Internal Procedures such that the particulars of such Uncertificated Warrant as required by §2.7 are entered in the register of holders of Warrants, “Authenticate”, “Authenticating” and “Authentication” have the appropriate correlative meanings;

“Board of Directors” shall mean the duly elected and serving board of Directors of Puget acting in compliance with Puget’s articles of incorporation, bylaws and the internal rules of the Board of Directors;

“Book Entry Only Participants” or “Participants” means institutions that participate directly or indirectly in the Depository’s book entry registration system for the Warrants;

“Book Entry Only Warrants” means Warrants that are to be held only by or on behalf of the Depository;

“Business Day” means any day other than Saturday, Sunday or a statutory or civic holiday, or any other day on which banks are not open for business in the United States, and will be a day on which the Pink Open Market is open for trading;

“Capital Stock” means shares of any of Puget’s equity securities including, without limitation, shares of its common stock, Class B Convertible Preferred Stock, etc.

“Certificated Warrant” means a Warrant evidenced by a writing or writings substantially in the form of Schedule “A”, attached hereto;

“Class B Convertible Preferred Stock Reorganization” has the meaning set forth in §4.1;

“Code” means the United States Internal Revenue Code of 1986, as amended and the regulations thereunder;

“Commission” means the United States Securities and Exchange Commission; 

“Common Stock” means the shares of Puget’s common stock, $0.001 par value currently traded on the Pink Open Market.

“Counsel” means a duly licensed attorney-at-law retained by the Warrant Agent or retained by Puget, which may or may not be counsel for Puget;

“Current Market Price” of the shares of Class B Convertible Preferred Stock at any date means the volume weighted average trading price per Class B Convertible Preferred Share for the twenty (20) consecutive Trading Days ending five (5) Trading Days prior to such date on the Pink Open Market or if on such date the shares of Class B Convertible Preferred Stock are not traded on the Pink Open Market, on such market or stock exchange upon which such shares of Class B Convertible Preferred Stock are then traded and as selected by Puget’s Board of Directors, or, if such shares of Class B Convertible Preferred Stock are not then traded or listed on any stock exchange or market, then on such reasonable basis as may be selected for such purpose by Puget’s Board of Directors;

“Depository” means the Depository Trust & Clearing Corporation such other person as is designated in writing by Puget to act as depository in respect of the Warrants issued in electronic rather than physical form;

“Dividends” means any dividends paid by Puget in respect of the shares of Class B Convertible Preferred Stock;

“Dividends paid in the ordinary course” means cash dividends paid on the shares of Class B Convertible Preferred Stock in any financial year of Puget to the extent that the amount or value of such dividends in the aggregate does not exceed the greater of (i) 100% of the aggregate amount or value of dividends paid by Puget on the shares of Class B Convertible Preferred Stock in its immediately preceding financial year in which a dividend was paid, and (ii) the consolidated net earnings from continuing operations of Puget, before any extraordinary items, for the 12-month period ending immediately prior to the first day of such financial year (such consolidated net earnings from continuing operations to be computed in accordance with generally accepted accounting principles in the United States of America);

“Effective Date” means the date of this Indenture;

“Exchange Act” means the Securities and Exchange Act of 1934, as amended;

“Exchange Rate” means the number of shares of Class B Convertible Preferred Stock subject to the right of purchase under each Warrant, which, as at the Effective Date, is one (1) Class B Convertible Preferred Share for one (1) Warrant;

“Exercise Date” means, in relation to a Warrant, the Business Day on which such Warrant is validly exercised or deemed to be validly exercised in accordance with Article 3 hereof;

“Exercise Notice” has the meaning set forth in §3.2(1);

“Exercise Price” at any time means the price at which a whole Class B Convertible Preferred Share may be purchased by the exercise of a whole Warrant, which is initially $1.75 per Class B Convertible Preferred Share, payable in immediately available United States dollars, subject to adjustment in accordance with the provisions of §4.1;

“Expiry Date” means March 31, 2023, subject to extension in the sole discretion of Puget;

“Expiry Time” means 4:30p.m. (New York City time) on the Expiry Date;

“Extraordinary Resolution” has the meaning set forth in 7.11(1);

“First Closing Date” means a date after April 1, 2021 when the Warrants are first issued to investors in a proposed private placement of units of Puget’s securities based on meeting minimum placement requirements or such other date as Puget and the Agent will determine;

“Global Warrant” means a warrant certificate in global form that is deposited with the Depositary or with the Warrant Agent as custodian for the Depositary. Book entry is a system of tracking ownership of securities where no certificate is given to investors. In the case of book-entry-only issues, while investors do not receive certificates, a custodian holds one or more global certificates. Most investors who use an online broker or even a regular full-service broker will have their shares held in book-entry form. On August 8, 2006, the Commission approved a rule changed by NASDAQ, NYSE and AMEX requiring all listed securities (except certain debt securities) to be eligible for a direct registration system. Direct registration is an entirely electronic book-entry style system that does not involve physical stock certificates. The rule change does not eliminate physical certificates, but requires issuers to be eligible for entirely electronic recording of securities ownership. Book-entry securities are settled by the Depository Trust Company which is the Depository Trust & Clearing Corporation’s central securities depository;

“Indenture Act” means the Trust Indenture Act of 1939, as amended;

“Internal Procedures” means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register at any time (including without limitation, original issuance or registration of transfer of ownership) the minimum number of the Warrant Agent’s internal procedures customary at such time for the entry, change or deletion made to be complete under the operating procedures followed at the time by the Warrant Agent, it being understood that neither preparation and issuance will constitute part of such procedures for any purpose of this definition;

“Issue Date” means the date the Warrants are issued in connection with a Closing Date;

“Mutatis Mutandis” means making necessary alterations while not affecting the main point at issue.

“Party” or “Parties” means Puget and any Person who accepts benefits or responsibilities pursuant to this Indenture, including, without limitation, the Warrant Agent and the Warrant holders;

“Person” means an individual, body corporate, partnership, trust, warrant agent, executor, administrator, legal representative or any unincorporated organization;

“Pink Open Market” means the platform for transparent trading and best execution in any security owned and operated by the OTC Markets Group. There are no financial standards or disclosure requirements. A wide spectrum of companies are traded on this market, including foreign companies that limit their disclosure in the U.S., penny stocks and shells, as well as distressed, delinquent, and dark companies not willing or able to provide information to investors. The Pink Market is for professional and sophisticated investors with a high risk-tolerance for trading companies with limited information available and limited regulatory oversight.

“Register” means the one set of records and accounts maintained by the Warrant Agent pursuant to §2.9:

“Registered Warrantholders” means the persons who are registered owners of Warrants as such names appear on the register, and for greater certainty, will include the Depository as well as the holders of Certificated Warrants and/or Uncertificated Warrants appearing on the register of the Warrant Agent;

“Regulation A” means Regulation A as promulgated by the Commission under the Securities Act;

“Regulation D” means Regulation D as promulgated by the Commission under the Securities Act;

“Regulation S” means Regulation S as promulgated by the Commission under the Securities Act;

“Rights Offering” has the meaning set forth in §4.1;

“Subsequent Closing Date” means any date after the First Closing Date on which units of Puget’s securities that include the Warrants are subscribed for as advised by Puget;

“Securities Act” means the Securities Act of 1933, as amended:

“Service” means the United States Internal Revenue Service;

“Shareholders” means holders of shares of Puget’s Capital Stock, whether common, preferred or otherwise;

“Shares of Class B Convertible Preferred Stock” means, subject to Article 4, fully paid and non-assessable shares of Puget’s Class B Convertible Preferred Stock as presently constituted each of which is convertible into ten shares of Common Stock, notwithstanding any reverse stock splits of the Common Stock (unless otherwise agreed by the holders of a majority of the Class B Convertible Preferred Stock);

“This Warrant Indenture”, “this Indenture”, “this Agreement”, “hereto” “herein”, “hereby”, “hereof” and similar expressions mean and refer to this Indenture and any indenture, deed or instrument supplemental hereto; and the expressions “Article”, “§”, “subsection” and “paragraph” followed by a number, letter or both mean and refer to the specified article, section, subsection or paragraph of this Indenture;

“Trading Day” means, with respect to the Pink Open Market, a day on which such market is open for the transaction of business;

“Uncertificated Warrant” means any Warrant which is not a Certificated Warrant;

“Unit” means the units issued in connection with the Offering, each consisting of one Series 2020 Convertible Subordinated Debenture in the principal amount of $1,000 dollars, 1,000 shares of Class B Convertible Preferred Stock and Warrants to purchase an additional 2,000 shares of Class B Convertible Preferred Stock;

“United States” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

“U.S. Person” has the meaning set forth in Rule 902(k) of Regulation S;

“U.S. Purchaser” means an original purchaser of the units of which the Warrants comprise a part who was, at the time of purchase, (a) a U.S. Person, (b) any person purchasing such units on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States, (c) any person who receives or received an offer to acquire such units while in the United States, and (d) any person who was in the United States at the time such person’s buy order was made or the subscription agreement pursuant to which such units were acquired was executed or delivered;

“U.S. Warrantholder” means any Warrantholder that is (a) is a U.S. Person, (b) is in the United States, (c) received an offer to acquire Warrants while in the United States, or (d) was in the United States at the time such Warrantholder’s buy order was made or such Warrantholder executed or delivered its purchase order for the Warrants;

“Warrants” means the 2001 Class B Convertible Preferred Warrants created by and authorized by and issuable under this Indenture, to be issued and countersigned hereunder as a Certificated Warrant and/or Uncertificated Warrant held through the book entry registration system on a no certificate issued basis, entitling the holder or holders thereof to purchase up to 800,000 shares of Class B Convertible Preferred Stock (subject to adjustment as herein provided) at the Exercise Price prior to the Expiry Time and, where the context so requires, also means the warrants issued and Authenticated hereunder, whether by way of Warrant Certificate or Uncertificated Warrant;

“Warrant Agency” means the principal office of the then serving Warrant Agent or such other place as may be designated in accordance with §3.5;

“Warrant Agent” the entity responsible for transfers and transactions in the Warrants as defined in this Indenture as appointed by Puget;

“Warrant Certificate” means a certificate, substantially in the form set forth in Schedule “A” hereto, to evidence Certificated Warrants;

“Warrantholders”, or “holders” means Registered Warrantholders and the owners of Warrants who beneficially hold securities entitlements in respect of the Warrants registered in the name of the Depository or through a Book Entry Only Participant;

“Warrantholders’ Request” means an instrument signed in one or more counterparts by Registered Warrantholders entitled to acquire in the aggregate not less than 50+% of the aggregate number of shares of Class B Convertible Preferred Stock which could be acquired pursuant to all Warrants then unexercised and outstanding, requesting the Warrant Agent to take some action or proceeding specified therein; and

“Written order of Puget”, “written request of Puget”, “written consent of “Puget”, “Officer’s Certificate” and “certificate of Puget” mean, respectively, a written order, request, consent and certificate signed in the name of Puget by any duly authorized signatory of Puget and may consist of one or more instruments so executed.

“Written Notice”, with respect to Warrantholders, includes notice by 1^st class mail, notice by electronic mail, and, if notice is general to all Warrantholders, notice by publication in a newspaper of general circulation in the United States (e.g., The Wall Street Journal, USA Today) accompanied by notice on Puget’s corporate website (currently https://pugettechnologies.com/).

§1.2       Gender and Number.

Words importing the singular number or masculine gender will include the plural number or the feminine or neuter genders, and vice versa.

§1.3        Headings, etc.

The division of this Indenture into Articles and §s, the provision of a Table of Contents and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Indenture or of the Warrants.

§1.4       Day not a Business Day.

If any day on or before which any action or notice is required to be taken or given hereunder is not a Business Day, then such action or notice will be required to be taken or given on or before the requisite time on the next succeeding day that is a Business Day.

§1.5       Time of the Essence.

Time will be of the essence of this Indenture.

§1.6        Monetary References.

Whenever any amounts of money are referred to herein, such amounts will be deemed to be in lawful money of the United States of America unless otherwise expressed.

§1.7        Applicable Law, Venue & Dispute Resolution.

By accepting the role of Warrant Agent or, execution and delivery of the subscription agreement pursuant to which Warrants will be issued, Puget, the Warrant Agent and the Subscriber(s) will have irrevocably agreed that:

Article 2: Issue of Warrants 

§2.1       Creation and Issue of Warrants.

§2.2       Terms of Warrants.

§2.3      Warrantholder not a Shareholder.

Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, will, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of Puget, or the right to Dividends and other allocations.

§2.4       Warrants to Rank Pari Passu.

All Warrants will rank equally and without preference over each other, whatever may be the actual date of issue thereof.

§2.5       Form of Warrants.

§2.6      Book Entry Only Warrants and Global Warrant.

following which, Warrants for those holders requesting the same will be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the holder; provided that, Puget will provide an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this §2.6 (2)(a)–(g).

§2.7        Authentication.