Exhibit 10.10


 


CONVERTIBLE PROMISSORY NOTE





 


NEITHER THE ISSUANCE AND SALE OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING,
THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES.


 


Issue Date: May 21, 2014


Principal Amount: $550,000.00


 


CONVERTIBLE PROMISSORY NOTE


 


FOR VALUE RECEIVED, Max Sound Corporation,
a Delaware corporation (hereinafter called the "Borrower"), hereby promises to pay to the order of Venture Champion
Asia Limited, a British Virgin Islands Corporation, or registered assigns (the "Holder") the sum of $550,000 together
with any interest as set forth herein, on May 21, 2016 (the "Maturity Date"), and to pay interest on the unpaid principal
balance hereof at the rate of two and a half percent (2.5%) (the "Interest Rate") per annum from the date hereof (the
"Issue Date") until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise.
This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest
on this Note, which is not paid when due, shall bear interest at the rate of fourteen percent (14%) per annum from the due date
thereof until the same is paid ("Default Interest"). Interest shall cease accruing on the date that the Note is fully
paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to
the extent not converted into common stock, $0.0001 par value per share (the "Common Stock") in accordance with the terms
hereof shall be made in lawful money of the United States of America. All payments shall be made at such address, as the Holder
shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount
expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead he due on the
next succeeding clay which is a business day and in the case of any interest payment date which is not the date on which this Note
is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of
interest due on such date. As used in this Note, the term "business day" shall mean any day other than a Saturday, Sunday
or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain
closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities
Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the "Purchase Agreement").


 


This Note is free from all taxes, liens, claims
and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders
of the Borrower and will not impose personal liability upon the holder thereof.


 






    	 



    	 



    

  


The following terms shall apply to
this Note:


 


ARTICLE I. CONVERSION RIGHTS


 


1.1 Conversion Right. The Holder shall
have the right from time to time, and at any time following the date of this Note and ending on the later of: (i) the Maturity
Date or (ii) the date of payment of the Default Amount (as defined in Article III pursuant to Section 1.6(a) or Article III., each
in respect of the remaining outstanding principal amount of this Note, to convert all or any part of the outstanding and unpaid
principal amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue
Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed
or reclassified, at the conversion price (the "Conversion Price") determined as provided herein (a "Conversion");
provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion
of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and
its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted
portion of the Notes or the un-exercised or unconverted portion or any other security of the Borrower subject to a limitation on
conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable
upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result
in beneficial ownership by the Holder and its affiliates of more than 9.99% of the outstanding shares of Common Stock. For purposes
of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Regulations 13D-thereunder, except as otherwise
provided in clause (1) of such proviso, provided, further, however that the limitations on conversion may be waived by the Holder,
at the election of the Holder, not less than 61 days' after giving prior notice to the Borrower, and the provisions of the conversion
limitation shall continue to apply until such 61st day (or such later date, as determined by the holder, as may be specified in
such notice of waiver.) The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined
by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in
the notice of conversion, in the form attached hereto as Exhibit A (the "Notice of Conversion"), delivered to the Borrower
by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail
(or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 pm New York, New York
time on such conversion date (the "Conversion Date"). The term 'Conversion Amount" means, with respect to any conversion
of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) accrued and unpaid
interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3)
Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (3) at the
Holder's option, any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof.


 


1.2 Conversion Price


 


(a) Calculation of
Conversion Price: The principal and interest amount owed on this note may be converted at any time by the Holder into
shares of the Borrower's Common Stock at $0.07 per share, subject to equitable adjustments for stock splits, stock dividends
or rights offerings by the Borrower relating to the Borrower's securities or the securities of any subsidiary of the
Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events. (the
"Conversion Price") However, after six (6) months from the date of this note the Conversion Price shall equal the
lower of $0.07, or the Variable Conversion Price (as defined herein)(subject to equitable adjustments for stock splits, stock
dividends or rights offerings by the Borrower relating to the Borrower's securities or the securities of any subsidiary of
the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events]. The
"Variable Conversion Price" shall mean 75% multiplied by the Market Price (as defined herein) (representing a
discount rate of 25%). "Market Price" means the average three (3] lowest closing bid prices for the Common Stock
during the ten (10] Trading Day period ending on the latest complete Trading Day prior to the Conversion Date.
"Trading Price" means, for any security as of any date, the closing bid price on the Over-the-Counter Bulletin
Board, or applicable trading market (the "OTCBB") as reported by a reliable reporting service ("Reporting
Service") designated by the Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such
security, the closing bid price of such security on the principal securities exchange or trading market where such security
is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of
the closing bid prices of any market makers for such security that are listed in the "pink sheets- by the
National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner
provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a
majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to
determine the Conversion Price of such Notes. "Trading Day" shall mean any day on which the Common Stock is
tradable for any period on the OTCBB, OTCQB or PinkSheets, or on the principal securities exchange or other securities market
on which the Common Stock is then being traded.


 






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1.3 Authorized Shares. The Borrower
covenants that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common
Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion
of this Note issued pursuant to the Purchase Agreement (the "Reserved Amount"). The Borrower represents that upon issuance,
such shares will be duly and validly issued, fully paid and non-assessable. in addition, if the Borrower shall issue any securities
or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall
be convertible at the then current Conversion Price, the Borrower 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 Notes. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates
for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this 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 Note.


 


If, at any time the Borrower does not maintain
the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.


 


1.4 Method or Conversion.


 


(a)
Mechanics of Conversion. Subject to Section 1.1, this Note may be converted
by the Holder in whole or in part after the Issue Date, by (a) submitting to the Borrower a Notice of Conversion (by facsimile
(with receipt confirmation from recipient), e-mail or other reasonable means of communication dispatched on the Conversion Date
prior to 6:00 p.m., Eastern Standard Time) and (b) subject to Section 1.4(b), surrendering this Note at the principal office of
the Borrower.


 


(b)
Surrender of Note Upon Conversion. Notwithstanding anything to the contrary
set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically
surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and
the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such
other method, reasonably satisfactory to the holder and the Borrower, so as not to require physical surrender of this Note upon
each such conversion, in the event of any dispute or discrepancy, such records of the Borrower shall, prima-fade, be controlling
and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as
aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Borrower, whereupon
the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered to the Holder (upon
payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal
amount of this Note. The Holder and any assignee who is an Accredited Investor and related party as defined under Rule 501(a) of
Regulation D of the 1933 Act by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph,
following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note
may be less than the amount stated on the face hereof.


 


(c) Payment
of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the
issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that
of the Fielder (or in street name), and the Borrower 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 Borrower the amount of any such tax
or shall have established to the satisfaction of the Borrower that such tax has been paid.


 


(d) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from
the Holder of a facsimile transmission (with receipt confirmation from recipient) or e-mail (or other reasonable means of communication)
of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and
deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon
such conversion within three (3) business days after such receipt (but in any event the fifth (5th) business day being hereinafter
referred to as the "Deadline") (and, solely in the case of conversion of the entire unpaid principal amount hereof,
surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. The Borrower will bear all costs related
to the issuance of the Conversion Shares, including all costs of obtaining an attorney's opinion letter regarding the Conversion,
and the overnight delivery of the Conversion Shares.


 



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(e) Obligation of Borrower to Deliver Common Stock. Upon receipt by the Borrower
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 Note shall be reduced to reflect such conversion,
and, unless the Borrower defaults on its obligations under this Article 1, all rights with respect to the portion of this 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. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower's
obligation to issue and deliver the certificates for 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 provision thereof, the recovery of any
judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation
of the Borrower 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 Borrower, and irrespective of any other circumstance which might
otherwise hint such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified
in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower before
6:00 p.m., Eastern Standard Time, on such date.


 


(f)  Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical
certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust
Company ("DTC") Fast Automated Securities Transfer ["FAST"] program, upon request of the Holder and its compliance
with the provisions contained in Section 1.1 and in this Section 1.4, the Borrower 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 ("DWAC") system, provided the stock underlying the Note
is eligible for an exemption from registration under the Securities Act of 1933.


 


(g) Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting
the Holder's right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery
of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline (other than a failure due to the circumstances
described in Section 1.3 above, which failure shall be governed by such Section) the Borrower shall pay to the Holder $500 per
day in cash, for each day beyond the Deadline that the Borrower Fails to deliver such Common Stock. Such cash amount shall
be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by
written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the
principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such
additional principal amount shall he convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees
that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference
with such conversion right are difficult if not impossible to quantify. Accordingly the parties acknowledge that the liquidated
damages provision contained in this Section 1.4(g) are justified.


 


1.5 Concerning the Shares. The shares
of Common Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to
an effective registration statement under Act 1933 or (ii) the Borrower or its transfer agent shall have been furnished with an
opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions)
to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration
or (iii] such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) ("Rule 144") or
(iv) such shares are transferred to an "affiliate" [as defined in Rule 144) of the Borrower who agrees to sell or otherwise
transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement).
Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time
as the shares of Common Stock issuable upon conversion of this Note have been registered under the Act or otherwise may be sold
pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately
sold, each certificate for shares of Common Stock issuable upon conversion of this Note that has not been so included in an effective
registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal
of the legend, shall bear a legend substantially in the following form, as appropriate:


 



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"NEITHER THE ISSUANCE AND SALE OF
THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE
HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO
RULE 144 OR RULE 144A UNDER SAID ACT, NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES."


 


The legend set forth above shall
be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if (i) the Borrower
or its transfer agent shall have received an opinion of counsel, in form of the Form of Opinion attached as Exhibit 13 to
the Note, to the effect that a public sale or transfer of such Common Stock may be made without registration under the Act, which
opinion shall be accepted by the Company so that the sale or transfer is effected or (ii) in the case of the Common Stock issuable
upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed
under the Act or otherwise may be sold pursuant to Rule 14-4 without any restriction as to the number of securities as of a particular
date that can then be immediately sold. In the event that the Company does not accept the opinion of counsel provided by the Buyer
with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the
Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note, providing that the Company counsel does
not reasonably object to the legal opinion conclusion that an exemption is available.


 


1.6 Effect of Certain Events. 


 


(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale,
conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction
or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation,
merger or other business combination of the Borrower with or into any other Person [as defined below) or Persons when the Borrower
is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower
shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default
Amount (as defined in Article Ill) or (ii) be treated pursuant to Section 1.6(b) hereof. "Person" shall mean any individual,
corporation, limited liability company, partnership, association, trust or other entity or organization.


 


(b)
Adjustment Due to Merger. Consolidation, Etc. If, at any time when this Note
is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares,
recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be
changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another
entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection
with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon
conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common
Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled
to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any
limitations on conversion set forth herein], and in any such case appropriate provisions shall be made with respect to the rights
and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment
of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly
as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall
not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days
prior written notice (but in any event at least fifteen (15) days prior written notice] of the record of the special meeting of
shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares,
recapitalization, reorganization or other similar event or safe of assets (during which time the Holder shall be entitled to convert
this Note) and (b) the resulting successor or acquiring entity [if not the Borrower) assumes by written instrument the obligations
of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share
exchanges.


 



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(c) Adjustment
Due to Distribution. If the Borrower shall declare or make any distribution of its assets [or rights to acquire its assets)
to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise [including any dividend
or distribution to the Borrower's shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary
(i.e., a spin-off)) (a "Distribution"), then the Holder of this Note shall be entitled, upon any conversion of this
Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets
which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such
Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such
Distribution.


 


(d)
Adjustment Due to Dilutive Issuance. If, at any time when any Notes are issued and outstanding, the Borrower issues or
sells more than 5% of its then outstanding common shares, or in accordance with this Section 1.6(d) hereof is deemed to have issued
or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses
or commissions or underwriting discounts or allowances in connection therewith] fess than the Conversion Price in effect on the
date of such issuance (or deemed issuance) of such shares of Common Stock (a "Dilutive Issuance"), then immediately
upon the Dilutive Issuance, the Conversion Price will be reduced to the amount of the consideration per share received by the
Borrower in such Dilutive Issuance. The Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower
in any manner issues or grants any warrants, rights or options (not including employee stock option plans), whether or not immediately
exercisable, to subscribe for or to purchase Common Stock or other securities convertible into or exchangeable for Common Stock
("Convertible Securities") (such warrants, rights and options to purchase Common Stock or Convertible Securities are
hereinafter referred to as "Options") and the price per share for which Common Stock is issuable upon the exercise of
such Options is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share.
For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise
of such Options" is determined by dividing (i) the total amount, if any, received or receivable by the Borrower as consideration
for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable
to the Borrower upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise
of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the
time such Convertible Securities first become convertible or exchangeable, by (ii] the maximum total number of shares of Common
Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable]. No further
adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options
or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options. For the purposes of this
Section 1.6(d) as it pertains to the issuance or sale of shares by the Borrower, as defined herein, the determination of an Adjustment
to the Conversion Price based upon the computation described in this Section shall not include any shares (including Options as
defined above) issued or to be issued by the Borrower to any officers, directors, or consultants in connection with an acquisition,
merger, consolidation, joint venture or other business combination of the Borrower.


 


Additionally, the Borrower shall
be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or sells any Convertible Securities,
whether or not immediately convertible (other than where the same are issuable upon the exercise of Options], and the price per
share for which Common Stock is issuable upon such conversion or exchange is less than the Conversion  Price then in effect,
then the Conversion. Price shall be equal to such price per share. For the purposes of the preceding sentence, the "price
per share for which Common Stock is issuable upon such conversion or exchange" is determined by dividing (i) the total amount,
if any, received or receivable by the Borrower as consideration for the issuance or sale of all such Convertible Securities, plus
the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the conversion or exchange thereof
at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of
Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Conversion
Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.


 



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(e) 
Notice of Adjustments. Upon the occurrence of each adjustment or readjustment
of the Conversion Price as a result of the events described in this Section 1.6, the Borrower, at its expense, shall promptly compute
such adjustment or readjustment and prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment
and showing in detail the facts upon which such adjustment or readjustment is based. The Borrower shall, upon the written request
at any time of the Holder, furnish to such Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the
Conversion Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities
or property which at the time would be received upon conversion of the Note.


 


1.7 Status as Shareholder.
Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares, if any, which cannot
be issued because their issuance would exceed such Holder's allocated portion or the Reserved Amount or Maximum Share Amount) shall
he deemed converted into shares of Common Stock and (ii) the Holder's rights as a Holder of such converted portion of this Note
shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies
provided herein or otherwise available at law or in equity to such holder because of a failure by the Borrower to comply with the
terms of this Note. Notwithstanding the foregoing, if a holder has not received certificates for all shares of Common Stock prior
to the tenth (both) business day after the expiration of the Deadline with respect to a conversion of any portion of this Note
for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Borrower)
the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and the Borrower
shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered, adjust its
records to reflect that such portion of this Note has 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 pursuant to Section 1.3 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 1.3) for the Borrower's failure to convert this
Note. Further, the Holder shall not have shareholder rights until the Note is converted into common stock shares.


 


1.8 Prepayment. No prepayment
shall he permitted unless otherwise mutually agreed upon by both the Holder and the Borrower.


 


ARTICLE IL CERTAIN COVENANTS


 


2.1 Distributions on Capital
Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder's written
consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other
securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of
Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital
stock.


 


2.2 Restriction on Stock Repurchases.
So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder's written consent
redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any
one transaction or series of related transactions any shares of capital stock of the Borrower or any warrants, rights or options
to purchase or acquire any such shares.


 



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2.3 Borrowings. So long as the Borrower
shall have any obligation under this Note, the Borrower shall not, without giving the Holder notice of his Right of First Refusal,
with the exception of any Offerings (as defined herein) in progress prior to execution of this Agreement, in accordance with Section
4(d) of the Purchase Agreement written consent create, incur, assume, guarantee, endorse, contingently agree to purchase or otherwise
become liable upon the obligation of any person, firm, partnership, joint venture or corporation, except by the endorsement of
negotiable instruments for deposit or collection, or suffer to exist any liability for borrowed money, except (a) borrowings in
existence or committed on the date hereof and of which the Borrower has informed Holder in writing prior to the date hereof, or
such debt as disclosed in the SEC filings to date, (b) indebtedness to trade creditors or financial institutions incurred in the
ordinary course of business, (c) borrowings, the proceeds of which shall be used to repay this Note or (d) debt financing
not senior to this Note.


 


2.4 Sale of Assets. So long as the Borrower
shall have any obligation under this Note, the Borrower shall not, without the Holder's written consent, sell, lease or otherwise
dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any
assets may be conditioned on a specified use of the proceeds of disposition.


 


2.5 Advances and Loans  So long as the
Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder's written consent, lend money, give
credit or make advances to any person, firm, joint venture or corporation, including, without limitation, officers, directors,
employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances (a) in existence or committed on the
date hereof and which the Borrower has informed Holder in writing prior to the date hereof, (b) made in the ordinary course of
business or (c) not in excess of 5500,000.


 


ARTICLE III. EVENTS OF DEFAULT


 


if any of the following events of default (each,
an "Event of Default") shall occur prior to the date of either the final payment of all outstanding principal and unpaid
and accrued interest or, if elected by the Holder, the Conversion of the Note and subsequent disposition of all of the converted
shares of the Borrower:


 


3.1 Failure to Pay Principal or Interest.
The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration
or otherwise.


 


3.2 Conversion and the Shares The Borrower
fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation
to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to
transfer or cause its transfer agent to transfer or issue (electronically or certificated form) any certificate for shares of Common
Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower
directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring [or issuing) (electronically
or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise
pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs,
delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions
in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant
to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend
to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement,
statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder
shall have delivered a Notice of Conversion.


 


3.3 Breach of Covenants.
The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents
including but not limited to the Purchase Agreement and such breach continues for a period of ten (l0) days after written notice
thereof to the Borrower from the Holder.


 


3.4 Breach of Representations
and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given
in pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading
in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect
on the rights of the Holder with respect to this Note or the Purchase Agreement.


 



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3.5 Receiver or Trustee.
The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to
the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee
shall otherwise be appointed.


 


3.6 Judgments  Any money
judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of its
property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days
unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.


 


3.7 Bankruptcy. Bankruptcy,
insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy
law or any law for the relief of debtors shall he instituted by or against the Borrower or any subsidiary of the Borrower.


 


3.8 Delisting of Common Stock.
The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTCBB (inclusive of the Pink Sheets
or the QB) or an equivalent replacement exchange, the NASDAQ National Market, the NASDAQ SmallCap Market, the New York Stock Exchange,
or the American Stock Exchange.


 


3.9 Failure to Comply with the
Exchange Act The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall
cease to be subject to the reporting requirements of the Exchange Act.


 


3.10 Liquidation. Any dissolution,
liquidation, or winding up of Borrower or any substantial portion of its business.


 


3.11 Cessation of Operations.
 Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts
become due, provided, however, that any disclosure of the Borrower's ability to continue as a "going concern" shall not
be an admission that the Borrower cannot pay its debt as they become due.


 


3.12 Maintenance of Assets.
The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets which are
necessary to conduct its business (whether now or in the future).


 






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3.13 Financial Statement Restatement.
The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the
Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to
the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this
Note or the Purchase Agreement.


 


3.14 Reverse Splits. The
Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder.


 


3.15 Replacement of Transfer
Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective
date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a Form as initially delivered pursuant to
the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stack in the Reserved
Amount) signed by the successor transfer agent to Borrower and the Borrower.


 


3.16 Cross-Default. Notwithstanding
anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower
of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice
and cure or grace periods, shall, at the option of the Borrower, be considered a default under this Note and the Other Agreements,
in which event the Holder shall he entitled (but in no event required) to apply all rights and remedies of the Holder under the
terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. "Other Agreements"
means, collectively, all agreements and instruments between, among or by: (i) the Borrower, and, or for the benefit of, (ii) the
Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term "Other
Agreements" shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted
with each other loan transaction and with all other existing and future debt of Borrower to the Holder. 





 


3.17 Remedies for Default:  Upon the
occurrence and during the continuation of any Event of Default specified in Section 3.1 (solely at the discretion of the Holder
with respect to failure to pay the principal hereof or interest thereon when due at the Maturity Date), the Note shall become
immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount
equal to the Default Sum [as defined herein). Upon the occurrence and during the continuation of any Event of Default specified
in Sections 3.1 (solely at the discretion of the Holder with respect to failure to pay the principal hereof or interest thereon
when due on this Note upon a Trading Market Prepayment Event pursuant to Section 1.7 or upon acceleration), 3.3, 3.4, 3.6, 3.8,
3.9, 3.11, 3.12, 3.13, 3.14, and/or 3.15 exercisable through the delivery of written notice to the Borrower by such Holders (the
"Default Notice"), and upon the occurrence of an Event of Default specified in the remaining sections of Article III
(other than failure to pay the principal hereof or interest thereon at the Maturity Date specified in Section 3.1 hereof), the
Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations
hereunder, an amount equal to the greater of (i) 110% times the sum of (w) the then outstanding principal amount
of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the
"Mandatory Prepayment Date") plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or
(x) plus (a] any amounts owed to the Holder pursuant to Sections 1.3 and 1.4 (hereof (tile then outstanding principal amount
of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known
as the "Default Sum') or (ii) the "parity value" of the Default Sum to be prepaid, where parity value means [a)
the highest number of shares of Common Stock issuable upon conversion of or otherwise pursuant to such Default Sum in accordance
with Article 1, treating the Trading Day immediately preceding the Mandatory Prepayment Date as the "Conversion Date"
for purposes of determining the lowest applicable Conversion Price, unless the Default Event arises as a result of a breach in
respect of a specific Conversion Date in which case such Conversion Date shall he the Conversion Date), multiplied by (b)
the ten-day volume weighted average price (VWAP) per share, according to Bloomberg, for the Common Stock during the period beginning
on the date of first occurrence of the Event of Default (the "Default Amount") and all other amounts payable hereunder
shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived,
together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled
to exercise all other rights and remedies available at law or in equity. 


 



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If the Borrower fails to pay the
Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have
the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient authorized
shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares
of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect.


 


ARTICLE IV. MISCELLANEOUS


 


4.1 Failure or Indulgence Not
Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise
thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive
of, any rights or remedies otherwise available.


 


4.2 Notices. All notices,
demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless
otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt
requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand
delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most
recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below [if delivered on a business day during normal business hours where such notice
is to be received), or the first business day following such delivery (if delivered other than on a business day during normal
business hours where such notice is to he received) or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. 





 


The addresses for such communications shall
be:


 


If to the Borrower, to:


 


Max Sound Corporation


2902A Colorado Avenue


Santa Monica, CA 90404


Telephone: 888-777-1987


Email: info@maxsound.com


 


If to Holder:


 


Venture Champion Asia Limited


425 North Martingale Road, Suite 1540


Schaumburg, IL 60124


Attn: Brian Nord, Director


Telephone: 847-278-0333


Email:
brian.nord@icgholdings.com


 






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4.3 Amendments. This Note and any provision
hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term "Note" and all
reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase
Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.


 


4.4 Assignability. This Note shall be
binding upon the Borrower and its successors and assigns, and shall insure to be the benefit of the Holder and its successors and
assigns. Each transferee of this Note must be an "accredited investor" (as defined in Rule 501(a) of the 1933 Act). Notwithstanding
anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account
or other lending arrangement in compliance with applicable securities rules and regulations.


 


4.5 Cost of Collection. If default is
made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys'
fees.


 


4.6 Governing Law. This Note shall
be governed by and construed in accordance with the laws of the State of Illinois without regard to principles of conflicts of
laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought
only in the state courts of Illinois or in the federal courts located in Cook County. The parties to this Note hereby irrevocably
waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack
of jurisdiction or venue or based upon forum non conveniens The Borrower and Holder waive trial by jury. The prevailing
party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision
of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute
or rule of law, then such provisions shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any such provision, which may prove invalid or unenforceable under any law,
shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives
personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement
or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any other manner permitted by law. 





 


4.7 Certain Amounts. Whenever pursuant
to this Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or the portion thereof required
to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower and the Holder agree
that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount
to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder in part
for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion
of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree
that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a
cash payment without the opportunity to convert this Note into shares of Common Stock


 


 



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4.8 Purchase Agreement. By its acceptance
of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.


 


4.9 Notice of Corporate Events. The
Holder of this Note shall have no rights as a Holder of Common Stock unless and only to the extent that it converts this Note into
Common Stock.


 


4.10 Remedies. The Borrower acknowledges
that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose
of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations
under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions
of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition
to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and
to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or
other security being required.


 



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IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this May 21, 2014.  


 








	BORROWER	 	HOLDER
	 	 	 
	Max Sound Corporation	 	Venture Champion Asia Limited
	 	 	 
	By:	 /s/ Greg Halpern	 	By:	/s/ Brian R. Nord
	Name:	 Greg Halpern	 	Name:	Brian R. Nord  
	Title:	CFO	 	Title:	Director
	Date:	05/21/14	 	Date:	5/21/2014











 






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EXHIBIT A: NOTICE OF CONVERSION


 


The
undersigned hereby elects to convert $_______________of the Note (defined below) into that number of shares of Common
Stock to be issued pursuant to the conversion of the Note ("Common Stock") as set forth below, Max Sound Corporation
(the "Borrower") according to the conditions of the convertible note of the Borrower dated as of______________
(the "Note"), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer
taxes, if any.


 


Box Checked as to applicable instructions:


 


The Borrower
shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned
or its nominee with DTC through its Deposit Withdrawal Agent Commission system ("DWAC Transfer"). This election shall
only be effective if the Company's transfer agent is a participating member of DTC's DWAC program and the Borrower is DWAC eligible.


 


Name of DTC Prime Broker:


Account Number:


 


The undersigned
hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth
below (which numbers are based on the Holder's calculation attached hereto) in the name(s) specified immediately below or, if
additional space is necessary, on an attachment hereto:


 


Venture Champion Asia
Limited 425 North Martingale Road Suite 1450


Schaumburg, IL 60173


847.278.0333


 


Date of Conversion:


 


Applicable Conversion Price:


Number of Shares of Common Stock
to be Issued: 





 


Pursuant to
Conversion of the Notes: Amount of Principal Balance Due remaining Under the Note after this conversion:


 


Venture Champion Asia Limited


 


By: _______________________________


Name:______________________________


Title: _______________________________


Date:_______________________________


 


 


15