AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY
ISSUED ON FEBRUARY 16, 2018
THIS AMENDMENT #1 to the
Note (as defined below) (the “Amendment”), is made effective as of February 20, 2018, by and between Reign Sapphire
Corporation, a Delaware corporation (the “Company”), and Crossover Capital Fund I, LLC, a Washington limited liability
company (the “Holder”) (collectively the “Parties”).
The Company issued that certain convertible promissory note to the Holder on February 16, 2018, in the original principal
amount of $147,000.00 (the “Note”).
The Company and Holder desire to amend the Note as set forth expressly below.
NOW THEREFORE, in consideration
of the execution and delivery of the Amendment and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
All references to “4.99%” in the Note shall be replaced with “9.99%”.
This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained
in the Note. Except as specifically modified hereby, all of the provisions of the Note, which are not in conflict with the terms
of this Amendment, shall remain in full force and effect.
[Signature page to follow]
IN WITNESS WHEREOF,
the parties hereto have executed this Amendment as of the date first above written.
Reign Sapphire Corporation
Name: Joseph Segelman
Title: Chief Executive Officer
Crossover Capital Fund I, LLC
Name: Kenneth Lustig