CONVERTIBLE BRIDGE NOTE


 


THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF,
BY PURCHASING SUCH SECURITIES AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, OR (C) IF REGISTERED UNDER THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT, DATED AS OF THE DATE HEREOF,
A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG
THE PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH (A) LIMIT THE CONVERSION RIGHTS OF THE HOLDER, (B) SPECIFY VOLUNTARY
AND MANDATORY REPAYMENT, PREPAYMENT AND REDEMPTION RIGHTS AND OBLIGATIONS AND (C) SPECIFY EVENTS OF DEFAULT FOLLOWING WHICH THE
REMAINING BALANCE DUE AND OWING HEREUNDER MAY BE ACCELERATED.


 


	Series A, No. __	$_______


 


CONVERTIBLE BRIDGE NOTE


 


3DICON Corporation, an Oklahoma corporation
(together with its successors, the “Company”), for value received hereby promises to pay to:


 


______________________


 


(The “Holder”) and registered assigns, the principal
sum of _______________ ($_______) or, if less, the principal amount of this Note then outstanding, on the Maturity Date by wire
transfer of immediately available funds to the Holder in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts. The Maturity Date is November 26, 2012.


 



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Past due amounts will accrue interest at
15% per annum or, if less, the maximum rate permitted by applicable law, and will be payable on demand (“Default Interest”).
All payments of principal hereunder shall be made for the benefit of the Holder pursuant to the terms of the Agreement (hereafter
defined). At the option of the Purchaser, principal may be paid in cash or in shares of Common Stock.


 


This Convertible Bridge Note (this “Convertible
Bridge Note”) is a duly authorized issuance of up to $_______principal amount referred to in that certain Securities Purchase
Agreement dated as of the date hereof between the Company and the Purchaser named therein (the “Agreement”). The Agreement
contains certain additional agreements among the parties with respect to the terms of this Convertible Bridge Note, including,
without limitation, provisions which (A) limit the conversion rights of the Holder, (B) specify voluntary and mandatory repayment,
prepayment and redemption rights and obligations and (C) specify Events of Default following which the remaining balance due and
owing hereunder may be accelerated. All such provisions are an integral part of this Convertible Bridge Note and are incorporated
herein by reference. This Convertible Bridge Note is transferable and assignable to one or more Persons, in accordance with the
limitations set forth in the Agreement.


 


1.           Certain
Terms Defined. All terms defined in the Agreement and not otherwise defined herein shall have for purposes hereof the meanings
provided for in the Agreement.


 


2.           Covenants.
The Company covenants and agrees to observe and perform each of its covenants, obligations and undertakings contained in the Agreement,
which obligations and undertakings are expressly assumed herein by the Company and made for the benefit of the holder hereof.


 


3.           Payment
of Principal. The Company shall repay all remaining unpaid balance of this Convertible Bridge Note on the Maturity Date. The
Company may, and shall be obligated to, prepay all or a portion of this Convertible Bridge Note on the terms specified in the Agreement.


 


4.          Conversion.


 


4.1      Conversion of Convertible Bridge Note.
 Subject to Section 5 hereof, the Holder shall have the right, at its option, at Maturity, to convert the principal amount
or any portion of such principal amount, of this Convertible Bridge Note into (a) Common Stock of the Company, at the price determined
pursuant to this Section 4.1 or (b) securities issuable in a contemplated subsequent transaction at the offering price of such
transaction. The number of shares of Common Stock to be issued upon each conversion of this Convertible Bridge Note shall be determined
by dividing the Conversion Amount (as defined below) by the Conversion Price in effect on the date (the “Conversion Date”)
a Notice of Conversion is delivered to the Company, as applicable, by the Holder by facsimile or other reasonable means of communication
dispatched prior to 5:00 p.m., E.S.T. The term “Conversion Amount” means, with respect to any conversion of this Convertible
Bridge Note, the sum of (1) the principal amount of this Convertible Bridge Note to be converted in such conversion plus (2) Default
Interest, if any, at the Holder’s option, any amounts owed to the Holder pursuant to Section 4.3 hereof, Section 10.1 of
the Agreement or Section 10.4 of the Agreement.


 



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4.2     Conversion Price. Upon Maturity and
at the option of the Holder, any portion or the entire outstanding principal amount of this Convertible Bridge Note may be converted
into a number of shares of Common Stock at the conversion price equal to the lesser of 100% of the Volume Weighted Average Price
(the “VWAP), as reported for the 5 trading days prior to (a) the Closing Date hereof, (b) the Maturity Date, or (c) the Closing
Date of the subsequent transaction (the “Conversion Price”).


 


4.3      Authorized Shares.


 


(a)          
          
Consistent with Section 7.11 of the Agreement, the Company (i) shall promptly irrevocably instruct the Company's transfer agent
to issue certificates for the Common Stock issuable upon conversion of this Convertible Bridge Note and (ii) agrees that its issuance
of this Convertible Bridge Note shall constitute full authority to its officers and agents who are charged with the duty of executing
stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and
conditions of this Convertible Bridge Note.


 


(b)          
          
If at any time a Holder of this Convertible Bridge Note submits a Notice of Conversion and the Company does not have sufficient
authorized but unissued shares of Common Stock available to effect such conversion in full in accordance with the provisions of
this Article 4 to effect such conversion in full as provided in subsection (d) below, without stockholder approval (each, a “Conversion
Default”), the Company shall issue to the Holder all of the shares of Common Stock which are then available to effect such
conversion. The portion of this Convertible Bridge Note which the Holder included in its Conversion Notice and which exceeds the
amount which is then convertible into available shares of Common Stock (the “Excess Amount”) shall, notwithstanding
anything to the contrary contained herein, not be convertible into Common Stock in accordance with the terms hereof until (and
at the Holder’s option at any time after) the date additional shares of Common Stock are authorized by the Company, or its
stockholders, as applicable, at which time the Excess Amount shall be convertible at the Conversion Price. The Company shall use
its best efforts to authorize, or cause its stockholders to authorize within 40 days of the occurrence of a Conversion Default,
as applicable, a sufficient number of shares of Common Stock as soon as practicable following the earlier of (i) such time that
the Holder notifies the Company or that the Company otherwise becomes aware that there are or likely will be insufficient shares
to allow full conversion thereof and (ii) a Conversion Default. The Company shall send notice to the Holder of the authorization
of additional shares of Common Stock. Nothing herein shall limit the Holders right to pursue actual damages (to the extent in excess
of the Conversion Default Payments) due to the Company’s failure to maintain a sufficient number of authorized shares of
Common Stock.



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(c)          
          
In no event shall the Company issue more than the Maximum Number of Shares upon conversion of this Convertible Bridge Note,
unless the Company shall have obtained approval by the stockholders of the Company ("Stockholder Approval"). Once the
Maximum Number of Shares has been issued (the date of which is hereinafter referred to as the “Maximum Conversion Date”),
unless the Company shall have obtained Stockholder Approval within 40 days of the Maximum Conversion Date, the Company shall pay
to the Holder within five (5) Business Days of the Maximum Conversion Date (or, if the Company is, in good faith, using its best
efforts to obtain Stockholder Approval, then the earlier of (x) 40 days following the Maximum Conversion Date, and (y) such date
that it becomes reasonably apparent that Stockholder Approval will not be obtained within such 40 days period), the Redemption
Price plus accrued and unpaid Default Interest, if any. The Maximum Number of Shares shall be subject to adjustment from time to
time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring
after the date hereof as contemplated by Article XI of the Agreement. With respect to each Holder of Convertible Bridge Notes,
the Maximum Number of Shares shall refer to such Holder’s pro rata share thereof based upon the aggregate principal balance
of the Convertible Bridge Notes then outstanding. In the event that the Company obtains Stockholder Approval, or otherwise is able
to increase the number of shares to be issued above the Maximum Number of Shares (such increased number being the “New Maximum
Number of Shares”), the references to Maximum Number of Shares above shall be deemed to be, instead, references to the New
Maximum Number of Shares.


 



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4.4           Method
of Conversion.


 


(a)          
          
Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Bridge Note in accordance with
the terms hereof, the Holder shall not be required to physically surrender this Convertible Bridge Note to the Company unless the
entire unpaid principal amount of this Convertible Bridge Note is so converted. Rather, records showing the principal amount converted
(or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of
Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion).
It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the
event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence
of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which
events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible
Bridge Note, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of
this Convertible Bridge Note, the principal amount represented by this Convertible Bridge Note will be the amount indicated on
Annex A attached hereto (which may be less than the amount stated on the face hereof).


 


(b)          
          
The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and
delivery of shares of Common Stock or other securities or property on conversion of this Convertible Bridge Note in a name other
than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other
securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such
shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Company the amount
of any such tax or shall have established to the satisfaction of the Company that such tax has been paid.


 



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(c)          
          
Subject to Section 5 hereof, upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder
of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid
interest on this Convertible Bridge Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on
its obligations under this Article 4, all rights with respect to the portion of this Convertible Bridge Note being so converted
shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided,
on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the
Company’s obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional,
irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions
thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay
in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective
of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion.
The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is
received before 5:00 p.m., E.S.T., on such date.


 


(d)          
          
Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration
of the Deadline with respect to a conversion of any portion of this Convertible Bridge Note for any reason, then (unless the Holder
otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights
of a Holder of this Convertible Bridge Note with respect to such unconverted portions of this Convertible Bridge Note and the Company
shall, as soon as practicable, return such unconverted Convertible Bridge Note to the holder or, if the Convertible Bridge Note
has not been surrendered, adjust its records to reflect that such portion of this Convertible Bridge Note not been converted. In
all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion
Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the
right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company’s
failure to convert this Convertible Bridge Note.


 


(e)          
          
In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company’s
transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program,
upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company
shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to
the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.


 



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5.          
Redemption by Company.


 


5.1      Company’s Right to Redeem. In
accordance with the provisions of the Purchase Agreement, the Company may elect, or be required, upon receipt of a Notice of Conversion,
to redeem in whole or in part, the remaining unpaid principal amount of this Convertible Bridge Note, for cash at a redemption
price (the “Redemption Price”) equal to one hundred percent (100%) of the principal amount outstanding at the date
of redemption, plus accrued and unpaid interest, if any.


 


5.2      Mechanics of Redemption. The Company
shall effect each such redemption within 5 business days of giving notice of its election to redeem by facsimile with a copy by
either overnight or 2-day courier to the Holder of this Convertible Bridge Note to be redeemed at the address and facsimile number
of such Holder appearing in the Company’s register for the Convertible Bridge Notes. Such redemption notice shall indicate
whether the Company will redeem all or part of such portion of the Convertible Bridge Note to be redeemed and the applicable Redemption
Price. The Company shall not be entitled to send any notice of redemption and begin the redemption procedure unless it has (i)
the full amount of the Redemption Price, in cash, available in a demand or other immediately available account in a bank or similar
financial institution or (ii) immediately available credit facilities, in the full amount of the Redemption Price, with a bank
or similar financial institution on the date the redemption notice is sent to the Holders of this Convertible Bridge Note. Provided,
however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemption; and further
provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored
unless the Company fails to make the redemption payment when due. In the event of such failure, the Notice of Conversion will be
honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments of the Redemption
Price of this Convertible Bridge Note being redeemed by the tenth day following the notice or redemption, then the Company waives
its right to redeem any of the remaining then outstanding Notes, unless approved by the Holder.


 


5.3      Payment of Redemption Price. The Redemption
Price shall be paid to the Holder of this Convertible Bridge Note within 5 business days of the delivery of the notice of such
redemption to such Holder.


 


6.          Holder’s
Right to Advance Notice of Election Redeem.


 


6.1      Holder’s Right to Elect to Receive
Notice of Cash Redemption by Company.  The Holder of this Convertible Bridge Note shall have the right to require Company to
provide advance notice stating whether the Company will elect to redeem all or part of the redeemable portion in cash, pursuant
to the Company’s redemption rights discussed in Section 5.1 above.


 



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6.2      Mechanics of Holder’s Election Notice.
Holder shall give notice to the Company by facsimile (the “Election Notice”), requiring that the Company disclose whether
the Company would elect to redeem the redeemable portion of this Convertible Bridge Note (in whole or in part) if the Holder were
to provide a Notice of Conversion and sought to convert the Convertible Bridge Note in such principal amount as is specified in
the Notice of Election.


 


6.3      Company’s Response. Company must
respond, disclosing its election, within two (2) business days of receipt of Holder’s Election Notice via facsimile. If Company
does not respond to Holder within two (2) business days (by 12:00 noon, if required above) via facsimile, Company shall be deemed
to have forfeited its right to exercise redemption pursuant to Section 5(a) upon its receipt of (but only with respect to) that
Notice of Conversion.


 


		7.	No Waiver of Payee's Rights. All payments of principal shall be made without setoff, deduction
or counterclaim. No delay or failure on the part of the Payee in exercising any of its options, powers or rights, nor any partial
or single exercise of its options, powers or rights shall constitute a waiver thereof or of any other option, power or right, and
no waiver on the part of the Payee of any of its options, powers or rights shall constitute a waiver of any other option, power
or right. Acceptance by the Payee of less than the full amount due and payable hereunder shall in no way limit the right of the
Payee to require full payment of all sums due and payable hereunder in accordance with the terms hereof.



  


8.          
Miscellaneous. This Convertible Bridge Note shall be deemed to be a contract made under the laws of the State of Georgia, and
for all purposes shall be governed by and construed in accordance with the laws of said State. The parties hereto, including all
guarantors or endorsers, hereby waive presentment, demand, notice, protest and all other demands and notices in connection with
the delivery, acceptance, performance and enforcement of this Convertible Bridge Note, except as specifically provided herein,
and asset to extensions of the time of payment, or forbearance or other indulgence without notice. The Company hereby submits to
the exclusive jurisdiction of the United States District Court for the Northern District of Georgia and of any Georgia state court
sitting in Atlanta, Georgia for purposes of all legal proceedings arising out of or relating to this Convertible Bridge Note. The
Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying
of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has
been brought in an inconvenient forum. The Company hereby irrevocably waives any and all right to trial by jury in any legal proceeding
arising out of or relating to this Convertible Bridge Note.


 



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The Holder of this Convertible Bridge Note
by acceptance of this Convertible Bridge Note agrees to be bound by the provisions of this Convertible Bridge Note which are expressly
binding on such Holder.


 


IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed.


 


	               Dated: August __, 2012	 
	 	 
	 	3DICON Corporation.
	 	 
	 	By:	 
	 	Name:  Mark Willner
	 	Title:  CEO


 



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FULL NAME AND ADDRESS OF SUBSCRIBER FOR REGISTRATION PURPOSES:


 


NAME:


 


ADDRESS:


 


TEL NO:


 


FAX NO:


 


CONTACT


NAME:


 


DELIVERY INSTRUCTIONS (IF DIFFERENT FROM REGISTRATION NAME):


 


NAME:


 


ADDRESS:


 


TEL NO:


 


FAX NO:


 


CONTACT


NAME:


 


	SPECIAL INSTRUCTIONS:	 	 


 



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NOTICE OF CONVERSION


 


(To be Executed by the Registered Holder


 


in order to Convert the Convertible Bridge
Note)


 


The undersigned hereby irrevocably elects
to convert $________ of the principal balance of the Convertible Bridge Note into shares of Common Stock, no par value per share
(the “Common Stock”), of 3DICON Corporation (the “Company”) according to the conditions hereof, as of the
date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any. The undersigned,
as contemplated by Section 5.1 of the Securities Purchase Agreement pursuant to which the Convertible Bridge Note was issued, hereby
states that the representations and warranties of the undersigned set forth therein are true and correct in all material respects
as of the date hereof (provided, the undersigned makes no representations concerning its investment intent with respect to the
Common Stock received upon this conversion).


 


Conversion calculations:


 


	 	 
	 	Date of Conversion
	 	 
	 	 
	 	Applicable Conversion Price
	 	 
	 	 
	 	Number of Shares
	 	 
	 	 
	 	Name/Signature
	 	 
	 	Address:
	 	 
	 	 
	 	 


 



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