Exhibit 10.8


 


THIS AMENDED AND RESTATED NOTE HAS BEEN ISSUED
WITH “ORIGINAL ISSUE DISCOUNT” FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUER WILL MAKE AVAILABLE TO ANY HOLDER OF THIS
AMENDED AND RESTATED NOTE: (1) THE ISSUE PRICE AND ISSUE DATE OF THE AMENDED AND RESTATED NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT
ON THE NOTE, (3) THE YIELD TO MATURITY OF THE AMENDED AND RESTATED NOTE, AND (4) ANY OTHER INFORMATION REQUIRED TO BE MADE AVAILABLE
BY U.S. TREASURY REGULATIONS UPON RECEIVING A WRITTEN REQUEST FOR SUCH INFORMATION AT THE FOLLOWING ADDRESS: 3355 BEE CAVES ROAD, SUITE
608, AUSTIN, TX 78746.


 


THIS AMENDED AND RESTATED NOTE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS AMENDED AND RESTATED NOTE HAS BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM
ACCEPTABLE TO THE MAKER, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT
TO RULE 144 UNDER SAID ACT.


 


SECURED CONVERTIBLE


AMENDED AND RESTATED


ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE


 


	Principal Amount: $4,400,000	September 3, 2021


 


Loan Amount: $4,000,000


 


FOR VALUE RECEIVED, on the September 3, 2021
(the “Funding Date”), the undersigned, Victory Oilfield Tech, Inc.
(formerly Victory Energy Corporation), a Nevada corporation (the “Maker”), promises to pay to the order
of Visionary Private Equity Group I, LP, a Missouri limited partnership,
or its assigns (collectively, the “Holder”), the principal sum of Four Million Four Hundred Thousand Dollars ($4,400,000)
(the “Principal Amount”), in lawful money of the United States, together with all costs and expenses due hereunder
calculated in the manner hereinafter set forth in this Amended and Restated Secured Convertible Original Issue Discount Promissory Note
(the “Note”).


 


This Note is being issued in connection with the
entry by the Maker and the Holder into a Loan Agreement, dated April 10, 2018 (as amended from time to time, the “Loan Agreement”)
and is being secured by the security interest granted by the Maker to the Holder pursuant to Section 4 of this Note. Capitalized terms
used, but not otherwise defined, herein have the meanings ascribed to such terms in the Loan Agreement.


 






     


     


    

 


1. Term; Original Issue Discount; Payments


 


(a) The term of this Note is from the Funding
Date until August 1, 2022; provided, however, that upon written notice from the Holder to the Maker following the closing of a Private
Placement, the Holder may demand immediate full repayment of all obligations under this Note (the “Maturity Date”).
The Maturity Date may be extended by a written agreement between the Holder and the Maker.


 


(b) This Note is being issued at an original issue
discount of ten percent (10%). No additional interest (other than Default Interest (as defined below)) shall accrue hereon. This Note
has been issued with “original issue discount” for U.S. Federal income tax purposes. The Maker will make available to any
holder of this note: (1) the issue price and issue date of the Note, (2) the amount of original issue discount on the Note, (3) the yield
to maturity of the Note, and (4) any other information required to be made available by U.S. Treasury Regulations upon receiving a written
request for such information at the following address: 3355 Bee Caves Road, Suite 608, Austin, TX 78746.


 


(c) The Maker shall pay to the Holder the unpaid
Principal Amount in full on the Maturity Date.


 


2. Acceleration and Events of Default


 


In the event that any of the following (each, an “Event of
Default”) shall occur:


 


(a) The Maker shall default in the payment of the Principal Amount
of this Note as and when the same shall become due and payable, whether by acceleration or otherwise; or


 


(b) The Maker shall default in any material manner
in the observance or performance of any covenants or agreements set forth in this Note or the Loan Agreement (all as may be amended, restated,
extended, supplemented or otherwise modified from time to time, herein collectively called, the “Loan Documents”);
or


 


(c) The Maker shall: (i) admit in writing its
inability to pay its debts as they become due; (ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator
or other custodian for the Maker or any of its property, or make a general assignment for the benefit of creditors; (iii) in the absence
of such application, consent or acquiesce in, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other
custodian for the Maker or for any part of its property; or (iv) permit or suffer to exist the commencement of any bankruptcy, reorganization,
debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding,
in respect of the Maker, and, if such case or proceeding is not commenced by the Maker or converted to a voluntary case, such case or
proceeding shall be consented to or acquiesced in by the Maker or shall result in the entry of an order for relief;


 




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then, and so long as such Event of Default is
continuing for a period of two (2) business days in the case of non-payment under Section 2(a) or 2(b) (and the event which would constitute
such Event of Default, if curable, has not been cured), by written notice to the Maker from the Holder, then the Holder shall have the
right to declare all obligations of the Maker under this Note to become immediately due and payable without presentment, demand, protest
or any other action nor obligation of the Holder of any kind, all of which are hereby expressly waived, and Holder may exercise any other
remedies the Holder may have at law or in equity. If an Event of Default specified in Section 2(c) above occurs, the principal amount
of this Note shall automatically, and without any declaration or other action on the part of any Holder, become immediately due and payable.


 


Upon the occurrence of an Event of Default, interest
upon the unpaid Principal Amount shall begin to accrue at a rate equal to the lesser of (a) eight (8) percent per annum or (b) the maximum
interest rate allowed from time to time under applicable law (“Default Interest Rate”), and shall continue at the Default
Interest Rate until the Event of Default is cured or full payment is made of the unpaid Principal Amount. If any judgment is rendered
in favor of the Holder against the Maker, said judgment shall bear interest at the Default Interest Rate or the maximum rate permitted
by applicable law from time to time, in effect as of the date of this Note.


 


3. Prepayment Without Penalty


 


Maker shall have the right at any time to prepay,
in whole or in part, the Principal Amount without penalty, subject to the qualification, however, that no partial prepayment of the Principal
Amount shall in any way release, discharge or affect the obligation of the Maker to make full payment in the amount of the balance of
said Principal Amount on the Maturity Date. If Maker desires to prepay this Note, Maker shall provide the Holder with reasonable advance
written notice such that Holder will have the opportunity to convert this Note in accordance with Section 5 hereof prior to any such prepayment.


 


4. Security Agreement


 


(a) Grant of Security Interest. To secure the prompt repayment
of each and all of the obligations of the Maker hereunder to the Holder and its assigns, the Maker hereby pledges, grants, assigns and
transfers to the Holder and its assigns a continuing lien on and security interest in and to all of the following property of the Maker
(collectively the “Collateral”):


 


(i) All
accounts, accounts receivable, contract rights, general intangibles related to or arising from any account, debit balances, note,
documents, chattel paper, instruments, acceptances, drafts or other forms of obligations and receivables of the Maker arising from
the sale or lease of inventory or rendition of services by the Maker, or on behalf of the Maker, in the ordinary course of its
business or otherwise (all of the foregoing being herein collectively called “Accounts”), whether or not the same
are listed on any schedules, assignments or reports furnished to the Holder from time to time, whether such Accounts are now
existing or are created at any time hereafter, and all proceeds therefrom including without limitation, proceeds of insurance
thereon and all guaranties, securities, and liens which the Maker may hold for the payment of any Accounts, including without
limitation, all rights of stoppage in transit, replevin and reclamation and all other rights and remedies of unpaid vendor or
lienor, and any liens held by the Maker as a mechanic, contractor, subcontractor, processor, materialman, machinist, manufacturer,
artisan, or otherwise.


 






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(ii) All documents, instruments, documents of
title, policies and certificates of insurance, guaranties, securities, chattel paper, deposits, proceeds of insurance, cash, liens or
other property relating to Accounts and owned by the Maker or in which the Maker has an interest, which are now or may hereafter be in
the possession of the Maker or as to which the Maker may now or hereafter control possession by documents of title or otherwise.


 


(iii) All books records, customer lists, supplier
lists, ledgers, evidences of shipping invoices, purchase orders, sales orders, computer records, lists, software, programs, and all other
such evidences of the Maker’s business records related to the Accounts, including all cabinets, drawers, etc. that may hold same,
all whether now existing or hereafter arising or acquired.


 


(iv) All of the Maker’s tangible property
of whatever nature or description, whether real or personal, now or hereafter used, owned, held or leases, including without limitation
all furniture, fixtures, equipment, inventory and supplies.


 


(v) All of the Maker’s intangible property
of whatever nature or description, including without limitation, all intellectual property, trade names, trademarks, service marks, computer
programs (including source code and object code), patents and copyrights now owned or hereafter acquired and, specifically including,
without limitation, the License (as defined in the Transaction Agreement).


 


(vi) All renewals, substitutions, replacements,
additions, accessions, proceeds, and products of any and all the foregoing.


 


The Maker’s grant of such security interests
to the Holder shall secure the payment and performance of the indebtedness, obligations and liabilities of the Maker to the Holder of
every kind and description, direct and indirect, absolute and contingent, due or to become due, now existing or hereafter arising, that
relate to this Note and the rights and remedies created hereunder, and all legal and other professional fees incurred in connection with
any of the foregoing. The security interest granted to the Holder hereunder shall be prior to all other interests in the Collateral.


 


(b) The Maker hereby
agrees that the Holder shall have all the rights and remedies of a secured party under the Uniform Commercial Code as in effect from
time to time in the State of Texas. The Maker agrees that at any time, and from time to time, at the request of the Holder, the
Maker shall execute and deliver (or cause to be executed and delivered) any and all such further instruments and/or documents
(including without limitation, UCC-1 financing statements) as the Holder may consider reasonably necessary or desirable in order to
effectuate, complete, perfect or preserve and maintain the lien created hereby. Upon any failure by the Maker to do so, the Holder
may make, execute, record, file, re-record or refile any and all such instruments and documents for and in the name of the Maker;
the Maker hereby irrevocably appoints the Holder as the agent and attorney-in-fact of the Maker to do so; and the Maker shall
reimburse the Holder, on demand, for all costs and expenses incurred by the Holder in connection therewith, such amount being added
to the indebtedness arising under the Note.


 






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(c) The security interest created hereunder shall
terminate upon the payment in full by the Maker to the Holder of any and all indebtedness, obligations and liabilities arising from, or
in any way related to, the Note.


 


(d) Events of Default; Acceleration of Maturity.
If an Event of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation
of any governmental authority), then, in addition to the remedies provided for elsewhere in this Note and without limitation thereof,
at the option of the Holder exercised by written notice to the Maker, the Holder may (A) foreclose the liens and security interests created
under this Note or under any other agreement relating to the Collateral, by any available judicial process, (B) enter any premises where
any of the Collateral may be located for the purpose of taking possession or removing the same, and (C) sell, assign, lease or otherwise
dispose of the Collateral or any part thereof, either at public or private sale or at any broker’s board, in lots or in bulk, for
cash, on credit or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to the Holder,
all at the sole option of the Holder and as the Holder, in its sole discretion, may deem advisable and to the extent permitted by law,
the Holder may bid or become a purchaser at any such sale, and the Holder shall have the right, at its option, to apply or be credited
with the amount of all or any part of the obligations owing by the Maker to the Holder under this Note, against the purchase price bid
by the Holder at any such sale. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of
the Collateral (including, without limitation a sale where the Holder is the purchaser) shall be applied first to the expenses (including
reasonable attorneys’ and other professional fees) of retaking, holding, storing, processing and preparing the Collateral for sale,
selling, collecting, liquidating and the like, and then to the satisfaction of all such obligations, application as to particular obligations
or against principal or any interest to be in the sole discretion of the Holder. The Holder shall give the Maker at least five (5) Business
Days prior written notice of the time and place of any public sale of Collateral.


 


(e) Suits for Enforcement. In case any
one or more of the Events of Default shall have occurred and be continuing, the Holder may proceed to protect and enforce rights of the
Holder either by suit in equity or by action at law, or both, whether for the specific performance of any covenant or agreement in this
Note or in aid of the exercise of any power granted in this Note, including without limitation, possession or foreclosure on the Collateral
securing the Note, or the Holder may proceed to enforce the payment of the Note or to enforce any other legal or equitable right of the
Holder.


 


(f) Remedies Cumulative. No remedy herein
conferred upon the Holder is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall
be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.


 


(g) Remedies Not Waived. No course of dealing
between the Maker and the Holder and no delay in exercising any rights hereunder shall operate as a waiver of any rights of the Holder.


 






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(h) Notice of Action of Claimed Defaults. If a holder of
other obligations of the Maker shall give any notice of a claimed default or event of default (as those terms may be defined in the
relevant documentation) or shall take any other action with respect to a claimed default or event of default, immediately upon
obtaining knowledge thereof, the Maker shall give the Holder written notice specifying such action and the nature and status of the
claimed default or event of default.


 


5. Conversion


 


(a) Generally. The Holder shall have the
right, exercisable at any time from and after the Maturity Date and prior to payment in full of the Principal Amount, to convert all or
any portion of the Principal Amount then outstanding, plus all accrued but unpaid interest at the Default Interest Rate (the “Default
Interest”), into shares of the Maker’s common stock, par value $0.001 per share (the “Common Stock”)
at a conversion price (the “Conversion Price”) equal to $0.75 per share or, such lower price as shares of Common Stock
are sold to investors in the Private Placement, subject to adjustment in accordance with Section 5(d) herein (the Common Stock underlying
the Note being referred to herein as the “Shares”). If the Holder exercises its right to convert the Note into Shares
pursuant to this Section 5, the Maker shall issue to the Holder on the date of such conversion a warrant (the “Warrant”)
to purchase a number of shares of Common Stock equal to the number of Shares issuable upon such conversion of the Note, the terms of which
shall be mutually agreeable to the parties; provided that the warrant shall have a five (5) year term and the exercise price shall be
$0.75 per share (or such lower exercise price per share of Common Stock as may be afforded to investors in the Private Placement) with
the ability of the Holder to exercise the warrant on a cashless basis.


 


(b) Mechanics of Conversion. The conversion
of this Note shall be conducted in the following manner: upon any conversion of any portion of the outstanding Principal Amount of this
Note, plus all accrued but unpaid Default Interest thereon: (i) the Holder shall deliver a completed and executed Notice of Conversion
attached hereto as Exhibit A and, if such conversion is for the entire outstanding Principal Amount due under this Note surrender
and deliver this Note, duly endorsed, to the Maker’s office or such other address which the Maker shall designate against delivery
of the certificates representing the Shares to be delivered; (ii) the Maker shall, within three (3) business days of receipt of the Notice
of Conversion cause the Maker’s transfer agent to issue such required number of Shares as set forth in the Conversion Notice. The
Holder shall not be required to physically surrender this Note to the Maker until all of the Principal Amount and accrued and unpaid interest
under this Note have been converted into Shares or been paid in full, in which case, the Holder shall surrender this Note to the Maker
for cancellation within three (3) business days of the date the final Notice of Conversion is delivered to the Maker. Partial conversions
of this Note shall have the effect of lowering the outstanding Principal Amount due hereunder. The Holder and the Maker shall maintain
records showing the number of Shares purchased and the date of such purchases. In the event of any dispute or discrepancy, the records
of the Maker shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this
Note, acknowledge and agree that, by reason of the provisions of this paragraph, the Principal Amount due hereunder at any given time
may be less than the amount stated on the face hereof.


 






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(c) Reservation
of Common Stock. The Maker covenants that during the period the conversion right exists, the Maker will reserve from its authorized
and unissued Common Stock a
sufficient number of shares of Common Stock, free from preemptive rights, to provide for the issuance of Shares upon the full conversion
of this Note and exercise of the Warrant. In addition, if the Maker shall issue any securities or make any change to its capital structure
which would change the number of Shares into which the Note shall be convertible at the then current Conversion Price, the Maker shall
at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and
reserved, free from preemptive rights, for conversion of the outstanding Note and exercise of the Warrant.


 


(d) Adjustments to Conversion Price.


 


(i) Adjustments for Stock Splits and Combinations
and Stock Dividends. If the Maker shall at any time or from time to time after the date hereof, effect a stock split or combination
of the outstanding Common Stock or pay a stock dividend in shares of Common Stock, then the Conversion Price shall be proportionately
adjusted. Any adjustments under this Section 5(d)(i) shall be effective at the close of business on the date the stock split or combination
becomes effective or the date of payment of the stock dividend, as applicable.


 


(ii) Merger Sale, Reclassification, etc.
In case of any (A) consolidation or merger (including a merger in which the Maker is the surviving entity), (B) sale or other disposition
of all or substantially all of the Maker’s assets or distribution of property to shareholders (other than distributions payable
out of earnings or retained earnings), or reclassification, change or conversion of the outstanding securities of the Maker or of any
reorganization of the Maker (or any other corporation the stock or securities of which are at the time receivable upon the conversion
of this Note) or any similar corporate reorganization on or after the date hereof, then and in each such case the Holder of this Note,
upon the conversion hereof at any time thereafter shall be entitled to receive, in lieu of the stock or other securities and property
receivable upon the conversion hereof prior to such consolidation, merger, sale or other disposition, reclassification, change, conversion
or reorganization, the stock or other securities or property to which such Holder would have been entitled upon such consummation if such
Holder had converted this Note immediately prior thereto.


 


(e) Elimination of Fractional Interests. No fractional
shares of Common Stock shall be issued upon conversion of this Note, nor shall the Maker be required to pay cash in lieu of
fractional interests, it being the intent of the parties that all fractional interests shall be eliminated and that all issuances of
Common Stock shall be rounded up to the nearest whole share.


 


6. Legal Rate of Interest


 


Nothing herein contained
shall be construed or so operate as to require payment of interest at a rate greater than the highest permitted rate under
applicable law, or to make any payment or to do any act contrary to applicable law. To this end, if during the course of any
litigation involving the enforceability of the obligations under this Note, a court having jurisdiction of the subject matter or of
the parties to said litigation shall determine that either the original issue discount or default interest rate as set forth herein,
or the effect of said discount or rate in relation to the particular circumstances of default resulting in said litigation, are
separately or collectively usurious, then the original issue discount or interest rate set forth herein shall be reduced, or the
operation and effect thereof ameliorated, to achieve the highest interest rate or charge which shall not be usurious.


 






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7. Costs of Collection


 


The Maker agrees to pay to the Holder, in addition
to the amounts due hereunder, all costs and expenses incurred by the Holder to collect any and all sums due under this Note, including
the Holder’s attorneys’ fees, regardless of whether any action or proceeding is commenced. Further, the Maker agrees to pay
all applicable documentary stamp taxes and intangible taxes applicable to this Note.


 


8. Binding Nature; Assignment


 


This Note shall bind the Maker and its principals,
receivers, administrators, successors and assigns, and shall inure to the benefit of the Holder and principals, receivers, administrators,
successors and assigns. This Note and the obligations hereunder may not be assigned by the Maker or assumed by another party without the
prior specific written consent of the Holder. This Note and the entitlements hereunder may be assigned by the Holder without the consent
of the Maker.


 


9. Waivers by Maker


 


The Maker hereby waives demand, presentment for
payment, notice of protest, and notice of dishonor or nonpayment of this Note.


 


10. Notice


 


Any claim, notice, request, instruction or demand
required to be given or elected to be given, in connection with this Note shall be in writing and sent via personal delivery or overnight
courier or via email with confirmation of receipt, to the Maker or the Holder at the addresses set forth in the Loan Agreement, or such
other address to be designated in writing by Maker or Holder.


 


11. Jury Trial Waiver


 


The Maker and the Holder each hereby knowingly
and voluntarily waive trial by jury and the right thereto in any action or proceeding of any kind, arising under or out of, or otherwise
related to or connected with this Note.


 


12. Governing Law; Mediation


 


This Agreement shall be governed by and construed
under the laws of the State of Texas without regard to the choice of law principles thereof.


 






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13. Complete and Voluntary Agreement


 


This Note, along
with the Loan Documents, constitutes the entire understanding of the parties on the subjects covered. The Maker expressly acknowledges and warrants that he/she/it
has read and fully understands the terms of this Note; that the Maker has had the opportunity to seek legal counsel of his/her/its own
choosing and to have the terms of this Note fully explained to him/her/it; that the Holder has advised the Maker to consult with an attorney
prior to signing this Note; that the Maker is not executing this Note in reliance on any promises, representations or inducements other
than those contained herein; and that the Maker is executing this Note voluntarily, free of any duress or coercion. If there is any ambiguity
between the terms and provisions of this Note and the Loan Documents, then the terms and provisions of the Note shall prevail and control
such ambiguity.


 


14. Miscellaneous


 


(a) The Maker shall, upon the Holder’s written
request, promptly make, execute and deliver to the Holder any and all further documents or instruments the Holder may consider necessary
or desirable in order to effectuate, complete or perfect the Maker’s obligations under this Note.


 


(b) If any provision of this Note is held to be
unenforceable for any reason, such provision shall be adjusted rather than voided, if possible, in order to achieve the intent of the
Maker and the Holder to the fullest extent possible. In any event, all other provisions of this Note shall be deemed valid and enforceable
to the fullest extent possible.


 


15. Waiver of Trial by Jury


 


THE MAKER AND THE HOLDER (BY ACCEPTANCE OF THIS
INSTRUMENT) HEREBY KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY ACTION, PROCEEDING OR COUNTERCLAIM BASED ON THIS NOTE, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, OR ANY COURSE
OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO.


 


[SIGNATURES FOLLOW]


 






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IN WITNESS WHEREOF, the Maker has signed
this Note as of the Funding Date first set forth above.


 


	MAKER:	 
	 	 
	Victory Oilfield Tech, Inc.	 
	 	 	 
	By:	/s/ Kevin DeLeon	 
	Name: 	Kevin DeLeon	 
	Title:	Chief Executive Officer	 


 






     


     


    

 


EXHIBIT A


 


VICTORY OILFIELD TECH, INC.


NOTE CONVERSION NOTICE


 


Reference is made to the Amended and Restated
Secured Convertible Original Issue Discount Promissory Note in the original principal amount of $4,400,000 of Victory Oilfield Tech, Inc.,
a Nevada corporation (the “Maker”), issued to the undersigned (the “Note”).


 


In accordance with and pursuant to the terms of
the Note, the undersigned hereby elects to convert the entire outstanding principal amount due and owing under the Note, together with
all accrued but unpaid Default Interest thereon,] into shares of Common Stock, $0.001 par value per share, of the Maker (the “Common
Stock”), by tendering the original of the Note for cancellation.


 


	Please confirm the following information:
	 
	Principal Amount Outstanding 

under the Note: __________________________
	 
	[Accrued but unpaid Default Interest
	under the Note: _________________________]
	 
	Conversion Price:  _______________________
	 
	Number of Shares to be issued: _________________________


 


Please issue the Shares into which the Note is being converted in the
following name and to the following address:


 


	Issue to: ________________________
	 
	Address: ________________________
	               ________________________
	               ________________________
	 
	Name of Holder:  ________________________
	 
	Signature of Holder: ________________________ 
	 
	Title:  _____________________________
	 
	Date:_____________________________