Exhibit 4.1


 


NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE
REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE
PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 





Original Issue Date: October 5, 2015


Principal Amount: $_____________


 


DUE OCTOBER 5, 2016


 


THIS 10% CONVERTIBLE
PROMISSORY NOTE is a duly authorized and validly issued convertible note of Axiom Corp., a Colorado corporation, (the “Company”),
having its principal place of business at 380 Vansickle Road, Unit 600, St. Catharines, ONT L2S 0B5 Canada, and such convertible
note is due October 5, 2016 (the “Note”).


 


FOR VALUE RECEIVED,
the Company promises to pay to _________, or its registered assigns (the “Holder”), or shall have paid pursuant
to the terms hereunder, the principal sum of $_________ (the “Principal Amount”) on October 5, 2016 (the “Maturity
Date”) or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest
to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions
hereof. The consideration to the Company for this Note is up to $___________ (the “Consideration”), due to an
original issuance discount of approximately 5% (representing $___________ of the Principal Amount) (the “OID”),
and such OID shall be applied pro rata in accordance with the funded tranches. The Holder shall pay $____________ of the Consideration,
at the Company’s direction, upon full execution of the securities purchase agreement underlying this Note (the “First
Tranche”). At the closing of the First Tranche, the outstanding principal amount under this Note shall be $_____________
plus the pro rata portion of the OID. Within three (3) business days after the Company files a new Form S-1 registration statement
(the “New Registration Statement”), the Holder shall pay $_________ of the Consideration to the Company (the “Second
Tranche”). Within three (3) business days after the Company receives the first round of comments from the Securities
& Exchange Commission with respect to the New Registration Statement, the Holder shall pay $_______ of the Consideration
to the Company (the “Third Tranche”). Within three (3) business days after the New Registration Statement becomes
effective, the Holder shall pay $___________ of the Consideration to the Company (the “Fourth Tranche”). Within
30 days after the New Registration Statement becomes effective, and only in the event that the Company requests it in their sole
discretion, the Holder shall pay $___________ of the Consideration to the Company (the “Fifth Tranche”). The
Holder may, in its sole discretion, decide not to fund any and/or all tranches of the Consideration to the Company, if an Event
of Default (as defined herein) occurs. THE PRINCIPAL SUM DUE TO THE HOLDER SHALL BE PRORATED BASED ON THE CONSIDERATION ACTUALLY
PAID BY THE HOLDER, AS WELL AS THE APPLICABLE INTEREST, SUCH THAT THE ISSUER IS ONLY REQUIRED TO REPAY THE AMOUNT FUNDED (PLUS
THE OID AND APPLICABLE INTEREST) AND THE ISSUER IS NOT REQUIRED TO REPAY ANY UNFUNDED PORTION OF THIS NOTE. This Note is also
subject to the following additional provisions:







 


Section 1.           Definitions.
For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms not otherwise defined
herein shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following meanings:


 


“Alternate
Consideration” shall have the meaning set forth in Section 5(e).


 






     

     


    




 


“Alternate
Conversion Price” shall mean 50% of the lowest VWAP of the Common  Stock  for  the  30  consecutive  Trading  Days
immediately  preceding  the applicable Conversion Date.


 


“Bankruptcy
Event” means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in
Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the
Company or any Significant Subsidiary thereof, (b) there is commenced against the Company or any Significant Subsidiary thereof
any such case or proceeding that is not dismissed within 60 days after commencement, (c) the Company or any Significant Subsidiary
thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered,
(d) the Company or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial
part of its property that is not discharged or stayed within 60 calendar days after such appointment, (e) the Company or  any
Significant Subsidiary thereof  makes a  general assignment  for the benefit of creditors, (f) the Company or any Significant
Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its
debts or (g) the Company or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent
to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any
of the foregoing.


 





“Beneficial
Ownership Limitation” shall have the meaning set forth in Section 4(d).


 






    	 	2	 



     


    

 


“Buy-In”
shall have the meaning set forth in Section 4(b)(v).


 


“Change
of Control Transaction” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof
by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act)
of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise)
of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Note and the
Securities issued together with the Note), (b) the Company merges into or consolidates with any other Person, or any Person merges
into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately
prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction,
(c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company
immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after
the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board
of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original
Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board
of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the
execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events
set forth in clauses (a) through (d) above.


 


“Common
Stock” shall mean the Company’s common stock.


 


“Conversion”
shall have the meaning ascribed to such term in Section 4.


 


“Conversion
Date” shall have the meaning set forth in Section 4(a).


 


“Conversion
Schedule” means the Conversion Schedule in the form of  Schedule 1 attached hereto.


 


“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the
terms hereof.


 


“Note
Register” shall have the meaning set forth in Section 2(b).


 


“DTC”
means the Depository Trust Company.


 


“DTC/FAST
Program” means the DTC’s Fast Automated Securities Transfer Program.


 






    	 	3	 



     


    

 


“DWAC
Eligible” means that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational
Arrangements, including without limitation transfer through DTC’s DWAC system, (b) the Company has been approved
(without revocation) by the DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the
DTC/FAST Program, (d) the Conversion Shares are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not
have a policy prohibiting or limiting delivery of the Conversion Shares via DWAC.


 


“Event
of Default” shall have the meaning set forth in Section 6(a).


 


“Fixed
Conversion Price” shall have the meaning set forth in Section 4(b).


 


“Fundamental
Transaction” shall have the meaning set forth in Section 5(e).


 


“Late
Fees” shall have the meaning set forth in Section 2(c).


 


“Mandatory
Default Amount” means the payment of 125% of the outstanding principal amount of this Note and accrued and unpaid interest
hereon, in addition to the payment of all other amounts, costs, expenses and liquidated damages due in respect of this Note.


 


“Florida
Courts” shall have the meaning set forth in Section 7(d).


 


“Notice
of Conversion” shall have the meaning set forth in Section 4(a).


 


“Original
Issue Date” means the date of the first issuance of this Note, regardless of any transfers of any Note and regardless
of the number of instruments which may be issued to evidence such Note.


 


“Purchase
Agreement” means the Securities Purchase Agreement, dated as of October 5, 2015 among the Company and the original Holder,
as amended, modified or supplemented from time to time in accordance with its terms.


 


“Registration
Statement” means a registration statement covering the resale of the Underlying Shares by each Holder.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Share
Delivery Date” shall have the meaning set forth in Section 4(c)(ii).


 


“Successor
Entity” shall have the meaning set forth in Section 5(e).


 


Section
2.            Amortization and Interest.


 


a)         Payment
of Interest in Cash or Kind. The Company shall pay interest to the Holder on the aggregate unconverted and then outstanding
principal amount of this Note at the rate of 10% per annum. All interest payments hereunder will be payable in cash, and/or converted
into common stock of the Company by the Holder, in Holder’s sole discretion. Accrued and unpaid interest shall be due on
payable on each Conversion Date  and on the  Maturity Date, or as otherwise  set forth herein. Notwithstanding anything to the
contrary contained herein, the Company


 






    	 	4	 



     


    

 


b)         Interest Calculations. Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day
periods, and shall accrue daily commencing on the Original Issue Date until payment in full of the outstanding principal, together
with all  accrued  and unpaid interest, liquidated damages  and  other  amounts  which may become due hereunder, has been made.
 Interest hereunder will be paid to the Person in whose name this Note is registered on the records of the Company regarding registration
and transfers of this Note (the “Note Register”).


 


c)          Late Fee.  All overdue accrued and unpaid interest to be paid hereunder shall entail a late fee at an interest rate equal
to the lesser of 18% per annum or the maximum rate permitted by applicable law (the “Late Fees”) which shall
accrue daily from the date such interest is due hereunder through and including the date of actual payment in full.


 


d)         Prepayment and Redemption.  Upon ten (10) days written notice to the Holder, the Company may prepay the total outstanding
amount under this Note. If the Company exercises its right to prepay the Note, the Company shall make payment to the Holder of
an amount in cash equal to the sum of the then outstanding principal amount and interest of this Note multiplied by 125%. The
Holder may continue to convert the Note from the date notice of the prepayment is given until the date of the prepayment. Upon
the occurrence of an Event of Default, which is not cured within ten (10) business days after the Holder provides written notice
of such applicable Event of Default to the Company, the Holder shall have the right to require the Company to make payment to
the Holder of an amount in cash equal to the sum of the then outstanding principal amount of this Note and interest multiplied
by 130%.


 


Section
3.          Registration of Transfers and Exchanges.


 


a)        
 Different  Denominations.  This  Note  is  exchangeable  for  an  equal aggregate principal amount of convertible promissory
notes of different authorized denominations, as requested by the Holder surrendering the same.  No service charge will be payable
for such registration of transfer or exchange.


 


b)         Investment Representations. This Note has been issued subject to certain investment representations of the original Holder
set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable
federal and state securities laws and regulations.


 


c)          Reliance on Note Register. Prior to due presentment for transfer to the Company of this Note, the Company and any agent
of the Company may treat the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the
purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the
Company nor any such agent shall be affected by notice to the contrary.


 






    	 	5	 



     


    

 


Section
4.            Conversion.


 


a)          Voluntary Conversion. At any time on or after the Original Issue Date, until this Note is no longer outstanding, this
Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder (subject to the conversion
limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion,
the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein
the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion
Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such
Notice of Conversion is deemed delivered hereunder.  No ink-original Notice of Conversion shall be required, nor shall any medallion
guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required.  To effect conversions hereunder,
the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note,
plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the
outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain
a Conversion Schedule showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an
objection to any Notice of Conversion within two (2) Business Days of delivery of such Notice of Conversion.  In the event of
any dispute or discrepancy, the records of the Holder 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,
following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the
amount stated on the face hereof.


 






    	 	6	 



     


    

 


Conversion
Price. The conversion price in effect on any Conversion Date shall be equal to the lower of: (i) 60% of the lowest VWAP
of the Common Stock for the 20 consecutive Trading Days immediately preceding the applicable Conversion Date, or (ii) the
closing price of the Common Stock on October 5, 2015 (the “Fixed Conversion Price”). Beginning on
the date that the Company’s files the New Registration Statement, and ending on the 90th day thereafter, the amount
under this Note that the Holder may convert into common stock on each Conversion Date shall be limited to the greater of (i)
10% of the daily volume of the Common Stock on the Trading Day immediately preceding the applicable Conversion Date
multiplied by the closing price of the Common Stock on the Trading Day immediately preceding the applicable Conversion Date,
or (ii) $5,000. Beginning on the 91st day after the Company’s files the New Registration Statement, and ending on the
120th day thereafter, the amount under this Note that the Holder may convert into common stock on each Conversion Date shall
be limited to the greater of: (i) 15% of the daily volume of the Common Stock on the Trading Day immediately preceding the
applicable Conversion Date multiplied by the closing price of the Common Stock on the Trading Day immediately preceding the
applicable Conversion Date, or (ii) $7,500. Beginning on the 121st day after the Company’s files the New Registration
Statement, and ending on the 150th day thereafter, the amount under this Note that the Holder may convert into common stock
on each Conversion Date shall be limited to the greater of: (i) 20% of the daily volume of the Common Stock on the Trading
Day immediately preceding the applicable Conversion Date multiplied by the closing price of the Common Stock on the Trading
Day immediately preceding the applicable Conversion Date, or (ii) $10,000. For the avoidance of doubt, the above limitations
are daily limitations only. Notwithstanding anything herein to the contrary, at any time after the right to cure has elapsed
after notification of an occurrence of any Event of Default, the Holder may require the Company to, at such Holder’s
option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into
Common Stock at the Alternate Conversion Price. Further, at any time after the right to cure has lapsed after notification of
an occurrence of any Event of Default, the daily limitations described immediately above in this paragraph shall no longer
apply. If at any time while this Note is outstanding, the Company enters into a Section 3(a)(9) transaction (including but
not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in
which any 3rd party has the right to receive shares of Common Stock at a price lower than the Holder’s applicable
conversion price under this Note on any Conversion Date, then the Holder’s applicable conversion price on the
respective Conversion Date shall be automatically adjusted to such lower price. If at any time while this Note is
outstanding, the Company issues any shares of Common Stock, other than shares (i) reserved as employee shares described under
the Company’s option pool, (ii) issued for consideration other than cash pursuant to a merger, consolidation,
acquisition, or similar business combination approved by the Company’s Board of Directors, (iii) issued pursuant to any
equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial
institution, approved by the Company’s Board of Directors, and (iv) which the holders of a majority of the outstanding
promissory notes of the Company have waived their anti-dilution rights to (including the Holder), at a price lower than the
Holder’s applicable conversion price under this Note on any Conversion Date, then the Holder’s applicable
conversion price on the respective Conversion Date shall be automatically adjusted to such lower price. The Company shall
give notice to the Holder within two (2) business days of an event that requires any adjustment pursuant to the immediately
preceding sentence. All such determinations will be appropriately adjusted for any price change pursuant to the ratchet
described above, stock dividend, stock split, stock combination, reclassification or similar transaction that
proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a
Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder
shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a
decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from
seeking to enforce damages pursuant to any other Section hereof or under applicable law.


 






    	 	7	 



     


    

 





b)         Mechanics
of Conversion.


 


i.
       Conversion  Shares  Issuable  Upon  Conversion  of  Principal Amount.  The  number  of  Conversion  Shares  issuable  upon
 a  conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this
Note to be converted and any accrued and unpaid interest to be converted by (y) the Fixed Conversion Price or Alternate Conversion
Price, depending upon which is in effect at that time.


 


ii.
      Delivery of Certificate Upon Conversion. Not later than three (3) Trading Days after each Conversion Date (the “Share
Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder (A) a certificate or certificates
representing the Conversion Shares which, on or after the date on which such Conversion Shares are eligible to be sold under Rule
144 without the need for current public information and the Company has received an opinion of counsel to such effect reasonably
acceptable to the Company (which opinion the Company will be responsible for obtaining) shall be free of restrictive legends and
trading restrictions (other than those which may then be required by the Purchase Agreement) representing the number of Conversion
Shares being acquired upon the conversion of this Note, and (B) a bank check in the amount of accrued and unpaid interest (if
the Company has elected or is required to pay accrued interest in cash). All certificate or certificates required to be delivered
by the Company under this Section 4(d) shall be delivered electronically through the Depository Trust Company or another established
clearing corporation performing similar functions. If the Conversion Date is prior to the date on which such Conversion Shares
are eligible to be sold under Rule 144 without the need for current public information the Conversion Shares shall bear a restrictive
legend in the following form, as appropriate:


 


“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.”


 






    	 	8	 



     


    

 


Notwithstanding
the foregoing, commencing on such date that the Conversion Shares are eligible for sale under Rule 144 subject to current public
 information  requirements,  the  Company,  upon  request  of  the Holder, shall obtain a legal opinion to allow for such sales
under Rule 144.


 


iii.
      Failure to Deliver Certificates.  If, in the case of any Notice of Conversion, such certificate or certificates are not
delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written
notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in
which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly
return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.


 


iv.
     Obligation Absolute; Partial Liquidated Damages.  The Company’s obligations to issue and deliver the Conversion
Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action
or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any
judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination,
or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged
violation of law by the Holder or any other Person, and irrespective  of  any  other  circumstance  which might otherwise limit
such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however,
that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. If
the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the
Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, $1,000 per Trading
Day for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion.
Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section
6 hereof for the Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall
have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce
damages pursuant to any other Section hereof or under applicable law.


 






    	 	9	 



     


    

 


v.        Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available to the Holder,
if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant
to Section 4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open
market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver
in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion
relating to such Share Delivery Date (a “Buy-In”), then the Company shall (A) pay in cash to the Holder (in
addition to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder’s total
purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate
number of shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual
sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions)
and (B) at the option of the Holder, either reissue (if surrendered) this Note in a principal amount equal to the principal amount
of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares
of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii).
For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an
attempted conversion of this Note with respect to which the actual sale price of the Conversion Shares (including any brokerage
commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence,
the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts
payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing
herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including,
without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely
deliver certificates representing shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof.




 


vi.      Reservation
of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its
authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the total amount
of Common Stock that this Note would be convertible into, in full and irrespective of beneficial ownership limitations, at
any time, for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as
herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder
(and the other holders of the Note), not less than such aggregate number of shares of the Common Stock as shall (subject to
the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and
restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note and payment of interest
hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly
authorized, validly issued, fully paid and nonassessable, and, at such times as the Registration Statement covering such
shares is then effective under the Securities Act, will be registered for public resale in accordance with such Registration
Statement.


 






    	 	10	 



     


    

 


vii.
    Fractional  Shares.  No  fractional  shares  or  scrip  representing fractional shares shall be issued upon the conversion
of this Note.  As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the
Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Fixed Conversion Price or Alternate Conversion Price, whichever is in effect, or round up to the next whole
share.


 


viii.
   Transfer Taxes and Expenses.  The issuance of certificates for shares of the Common Stock on conversion of this Note shall
be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue
or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect
of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the
Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the
Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established
to the satisfaction of the Company that such tax has been paid.  The Company shall pay all Transfer Agent fees required for same-day
processing of any Notice of Conversion.


 


c)          Holder’s
Conversion Limitations. The Holder shall not have the right to convert any principal and/or interest of this Note, to the
extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder (together with
the Holder’s Affiliates, and any Persons acting as a group together with the Holder or any of the Holder’s Affiliates)
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence,
the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of
Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the
number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this
Note beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained
herein (including, without limitation, any other promissory notes or the warrants as further defined in the securities purchase
agreement dated October 5, 2015) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding
sentence, for purposes of this Section 4(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section
4(d) applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together
with any Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder,
and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Note may be
converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this
Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction,
the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion
has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the
accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this
Section 4(e), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding
shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report
filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written
notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon
the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder
the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be
determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder
or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial
Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder. The Holder, upon not
less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions
of this Section 4(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the
Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note
held by the Holder and the Beneficial Ownership Limitation provisions of this Section 4(e) shall continue to apply. Any such increase
or decrease will not be effective until the 61st day after such notice is delivered to the Company. The Beneficial Ownership Limitation
provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms
of this Section 4(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect
to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note.


 






    	 	11	 



     


    

 


Section
5.            Certain Adjustments.





 


a)
        Stock Dividends and Stock Splits.  If the Company, at any time while this Note is outstanding: (i) pays a stock dividend
or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock
Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion
of, or payment of interest on, the Note), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii)
combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv)
issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the
Fixed Conversion Price or Alternate Conversion Price shall be multiplied  by a fraction  of  which  the  numerator  shall be
the number  of  shares  of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event,
and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any  adjustment
made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification.


 


b)         Intentionally
Omitted.


 


c)         Intentionally
Omitted.


 


d)        Intentionally
Omitted.


 


e)         Fundamental
Transaction. If, at any time while this Note is outstanding, (i) the Company, directly or indirectly, in one or more
related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the
Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of
all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase
offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of
Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been
accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or
more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any
compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities,
cash or property, (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share
purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off
or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of
Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or
associated or affiliated with the other Persons combination) (each a “Fundamental Transaction”), then,
upon any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would
have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard
to any limitation in Section 4(e) on the conversion of this Note), the number of shares of Common Stock of the successor or
acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration
(the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the
number of shares of Common Stock for which this Note is convertible immediately prior to such Fundamental Transaction
(without regard to any limitation in Section 4(d) on the conversion of this Note). For purposes of any such conversion, the
determination of the applicable conversion price shall be appropriately adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the applicable conversion price among the Alternate Consideration in a
reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of
Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note
following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which
the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of
the Company under this Note and the other Transaction Documents (as defined in the Purchase Agreement) in accordance with the
provisions of this Section 5(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder
and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the
holder of this Note, deliver to the Holder in exchange for this Note a security of the Successor Entity evidenced by a
written instrument substantially similar in form and substance to this Note which is convertible for a corresponding
number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock
acquirable and receivable upon conversion of this Note (without regard to any limitations on the conversion of this Note)
prior to such Fundamental Transaction, and with a conversion price which applies the conversion price hereunder to such
shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such
Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such
conversion price being for the purpose of protecting the economic value of this Note immediately prior to the consummation of
such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence
of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after
the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the
“Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and
shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect
as if such Successor Entity had been named as the Company herein.


 






    	 	12	 



     


    

 








f)
         Calculations.  All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share,
as the case may be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as
of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued
and outstanding.


 


g)        Notice
to the Holder.


 


i.    Adjustment to Conversion Price.  Whenever the Fixed Conversion Price is adjusted pursuant to any provision of this Section
5, the Company shall promptly deliver to each Holder a notice setting forth the Fixed Conversion Price after such adjustment and
setting forth a brief statement of the facts requiring such adjustment.


 


ii.   Notice
to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form)
on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the
Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to
subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of
the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to
which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any
compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company
shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in
each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this
Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least
twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the
date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a
record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend,
distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it
is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for
securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share
exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect
the validity of the corporate action required to be specified in such notice. To the extent that any notice provided
hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the
Company shall on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on
the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly
set forth herein.


 






    	 	13	 



     


    

 


Section
6.           Events of Default.


 


a)
         “Event of Default” means, wherever used herein, any of the following events (whatever the reason for such
event and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree
or order of any court, or any order, rule or regulation of any administrative or governmental body):


 


i.
       any default in the payment of (A) the principal amount of any Note or (B) interest, liquidated damages and other amounts owing
to a Holder on any Note, as and when the same shall become due and payable (whether on a Conversion Date or the Maturity Date
or by acceleration or otherwise) which default, solely in the case of an interest payment or other default under clause (B) above,
is not cured within ten calendar days;


 


ii.
      the Company shall materially fail to observe or perform any other covenant  or  agreement  contained  in  the  Note  (other  than
 a  breach  by the Company of its obligations to deliver shares of Common Stock to the Holder upon conversion, which breach is
addressed in clause (xi) below) which failure is not cured, if possible to cure, within the earlier to occur of (A) 5 Trading
Days after notice of such failure sent by the Holder or by any other Holder to the Company and (B) 10 Trading Days after the Company
has become or should have become aware of such failure;


 


iii.
      a default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument)
shall occur under any of the Transaction Documents.


 


iv.
     any  representation  or  warranty  made  in  this  Note,  any  other Transaction Documents, any written statement pursuant hereto
or thereto or any other report, financial statement or certificate made or delivered to the Holder or any other Holder shall be
untrue or incorrect in any material respect as of the date when made or deemed made;


 


v.
     the  Company  or  any  Significant  Subsidiary  (as  such  term  is defined in Rule 1-02(w) of Regulation S-X)  shall be subject
to a Bankruptcy Event;


 






    	 	14	 



     


    

 


vi.
     the Company or any Subsidiary shall default on any of its obligations under any mortgage, credit agreement or other
facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may
be secured or evidenced, any indebtedness for borrowed money or money due under any long term leasing or factoring
arrangement that (a) involves an obligation greater than $50,000, whether such indebtedness now exists or shall hereafter be
created, and (b) results in such indebtedness becoming or being declared due and payable prior to the date on which it would
otherwise become due and payable;


 


vii.
    the Common Stock shall not be eligible for listing or quotation for trading  on  a  Trading Market  and  shall  not  be  eligible
 to  resume  listing or quotation for trading thereon within five Trading Days or the transfer of shares of Common Stock through
the Depository Trust Company System is no longer available or “chilled”;


 


viii.
   the  Company  shall  be  a  party  to  any  Change  of  Control Transaction or Fundamental Transaction or shall agree to sell
or dispose of all or in excess of 33% of its assets in one transaction or a series of related transactions (whether or not such
sale would constitute a Change of Control Transaction);


 


ix.
      the Company shall fail for any reason to deliver shares of Common Stock to the Holder prior to the third Trading Day after a
Conversion Date pursuant to Section 4(c) or the Company shall provide at any time notice to the Holder, including by way of public
announcement, of the Company’s intention to not honor requests for conversions of any Note in accordance with the terms
hereof;


 


x.
        the  Company  fails  to  file  with  the  Commission  any  required reports under Section 13 or 15(d) of the Exchange Act such
that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable);


 


xi.
       if the Company or any Significant Subsidiary shall: (i) apply for or consent to the appointment of a receiver, trustee, custodian
or liquidator of it or any of its properties, (ii) admit in writing its inability to pay its debts as they mature, (iii) make
a general assignment for the benefit of creditors, (iv) be adjudicated a bankrupt or insolvent or be the subject of an order for
relief under Title 11 of the United States Code or any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution
or liquidation law or statute of any other jurisdiction or foreign country, or (v) file a voluntary petition in bankruptcy, or
a petition or an answer seeking reorganization or an arrangement with creditors or to take advantage or any bankruptcy, reorganization,
insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of
a petition filed against it in any proceeding under any such law, or (vi) take or permit to be taken any action in furtherance
of or for the purpose of effecting any of the foregoing;


 






    	 	15	 



     


    

 


xii.
     if any order, judgment or decree shall be entered, without the application, approval or consent of the Company or any
Significant Subsidiary, by any court of competent jurisdiction, approving a petition seeking liquidation or reorganization of
the Company or any Subsidiary, or appointing a receiver, trustee, custodian or liquidator of the Company or any Subsidiary,
or of all or any substantial part of its assets, and such order, judgment or decree shall continue unstayed and in effect for
any period of sixty (60) days;


 


xiii. 
   the occurrence of any levy upon or seizure or attachment of, or any uninsured loss of or damage to, any property of the
Company or any Subsidiary having an aggregate fair value or repair cost (as the case may be) in excess of $100,000
individually or in the aggregate, and any such levy, seizure or attachment shall not be set aside, bonded or discharged
within thirty (30) days after the date thereof;


 


xiv.
     the  Company  shall  fail  to  maintain  sufficient  reserved  shares pursuant to Section 4.10 of the Purchase Agreement;


 


xv.
      a breach or default by the Company of any covenant or other term or condition contained in any of the transactional documents
relating to this Note (the “Covered Agreements”), after the passage of all applicable notice and cure or grace periods,
shall, at the option of the Holder, be considered a default under this Note, in which event the Holder shall be entitled (but
in no event required) to apply all rights and remedies of the Holder under the terms of this Note by reason of a default under
said Covered Agreement; or


 


xvi.
    any  attempt  by  the  Company  or  its  officers,  directors,  and/or affiliates to transmit, convey, disclose, or any actual
transmittal, conveyance, or disclosure by the Company or its officers, directors, and/or affiliates of, material non-public information
concerning the Company, to the Holder or its successors and assigns, which is not immediately cured by Company’s filing
of a Form 8-K pursuant to Regulation FD on that same date.


 


b)         Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation  as  set  forth  in  Section  4(d),  if
 any Event  of  Default  occurs,  then  the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated
damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election,
immediately due and payable in cash at the Mandatory Default Amount. After the occurrence of any Event of Default that results
in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to
the lesser of 18% per annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default
Amount, the Holder shall promptly surrender this Note to or as directed by the Company. Such acceleration may be rescinded and
annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such
time, if any, as the Holder receives full payment pursuant to this Section 6(b). No such rescission or annulment shall affect
any subsequent Event of Default or impair any right consequent thereon.





 






    	 	16	 



     


    

 


Section
7.          Miscellaneous.


 


a)
        Notices.  Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including,
without limitation, any Notice of Conversion, shall be in writing and delivered personally, by electronic mail, by facsimile,
or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth above, or such
other facsimile number or address as the Company may specify for such purposes by notice to the Holder delivered in accordance
with this Section 7(a). Any and all notices or other communications or deliveries to be provided by the Company hereunder shall
be in writing and delivered personally, by electronic mail, by facsimile, or sent by a nationally recognized overnight courier
service addressed to each Holder at the facsimile number or address of the Holder appearing on the books of the Company, or if
no such facsimile number or address appears on the books of the Company, at the principal place of business of such Holder, as
set forth in the Purchase Agreement.  Any notice or other communication or deliveries hereunder shall be deemed given and effective
on the earliest of (i) the date of transmission, if such notice or communication is delivered via electronic mail or facsimile
at the facsimile number or email address set forth in the Purchase Agreement, prior to 12:00 p.m. (EST time) on any date, (ii)
the next Trading Day after the date of transmission, if such notice or communication  is  delivered  via facsimile at  the facsimile
 number set  forth  on  the signature pages attached hereto on a day that is not a Trading Day or later than 12:00 p.m. (EST time)
on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight
courier service or (iv) upon actual receipt by the party to whom such notice is required to be given.


 


b)         Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable,
on this Note at the time, place, and rate, and in the coin or currency, herein prescribed.  This Note is a direct debt obligation
of the Company. This Note ranks pari passu with all other promissory notes now or hereafter issued under the terms set
forth herein.


 


c)
        Lost or Mutilated Note.  If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver,
in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen
or destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt
of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to the Company.


 






    	 	17	 



     


    

 


d)         Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed
by and construed and enforced in accordance with the internal laws of the State of Florida, without regard to the
principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation,
enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party
hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state
and federal courts sitting in Broward County, Florida (the “Florida Courts”). Each party hereto hereby
irrevocably submits to the exclusive jurisdiction of the Florida Courts for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the
enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction of such Florida Courts, or such Florida Courts
are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding 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
Note 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 applicable
law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to
trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby. If any
party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing party in such action
or proceeding shall be reimbursed by the other party for its attorneys fees and other costs and expenses incurred in the
investigation, preparation and prosecution of such action or proceeding.


 


e)
        Waiver.  Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be
construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note.  The failure
of the Company or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered
a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this
Note on any other occasion. Any waiver by the Company or the Holder must be in writing.


 


f)          Severability.
If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if
any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and
circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable
law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate
of interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it shall
not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any
stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the
principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this Note, and the Company (to the extent it may lawfully do so) hereby
expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law,
hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of
every such as though no such law has been enacted.


 






    	 	18	 



     


    

 


g)         Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief.  The remedies provided in this Note shall
be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law
or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s
right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note.  The Company
covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein.
Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall
be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation
of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees
that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies,
to an injunction restraining any such breach or any such threatened breach, without the necessity of showing economic loss and
without any bond or other security being required. The Company shall provide all information and documentation to the Holder that
is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this
Note.


 


h)
        Next Business Day.  Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day,
such payment shall be made on the next succeeding Business Day.


 


i)
         Headings.  The headings contained herein are for convenience only, do not constitute a part of this Note and shall not
be deemed to limit or affect any of the provisions hereof.


 


j)
         Section 3(a)(9) and 3(a)(10) Transactions.  The express written consent of the  Holder  must  be  obtained  by the  Company,
 if  at  any  time  while  this  Note  is outstanding, the Company seeks to enter into a transaction structured in accordance
with, based upon, or related or pursuant to, in whole or in part, Section 3(a)(9) or 3(a)(10) of the Securities Act.


  


Section
8.           Participation in Future Financing.


 


a)
        Subject to any existing obligations of the Company, from the date hereof until the date that is the 12-month anniversary of
the date of this Note, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents
or debt for cash consideration, indebtedness or a combination of units hereof, other than any issuance that is through a
public underwritten offering or to an investor or a group of investors that already own Common Stock or Common Stock
Equivalents (a "Subsequent Financing"), each Holder shall have the right to participate in the Subsequent
Financing in an amount up to 100% of such Holder's Pro Rata Portion (as defined below) (the "Participation
Maximum") on the same terms, conditions and price provided for in the Subsequent Financing, subject to any existing
obligations of the Company with respect to participation rights.


 


b)
         At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Holder a written
notice of its intention to effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask such Holder
if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice").
Upon the request of a Holder within two (2) Trading Days after the Pre-Notice, and only upon a request by such Holder, for a Subsequent
Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver  a  Subsequent
 Financing  Notice  to  such  Holder.  The Subsequent  Financing Notice shall describe in reasonable detail the proposed terms
of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with
whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto
as an attachment.


 


c)
         Any Holder desiring to participate in such Subsequent Financing must provide written notice to the Company no later than two
(2) Trading Days after delivery of such Subsequent Financing Notice that such Holder is willing to participate in the Subsequent
Financing, the amount of such Holder's participation, and representing and warranting that such Holder has such funds ready, willing,
and available for investment on the terms set forth in the Subsequent Financing Notice.


 


d)
         If notifications by the Holders of their willingness to participate in the Subsequent Financing (or to cause their designees
to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the
remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.


 


e)
         If the Company receives responses to a Subsequent Financing Notice from Holders seeking to purchase more than the aggregate amount
of the Participation Maximum, each such Holder shall have the right to purchase its Pro Rata Portion of the Participation Maximum.
"Pro Rata Portion" means the ratio of (x) the amount of Notes held by a Holder participating under this Section
8 and (y) $525,000.00.


 


f)
        The Company must provide the Holders with a second Subsequent Financing Notice, and the Holders will again have the right of participation
set forth above in this Section 8, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated
for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Trading Days after the date of the
initial Subsequent Financing Notice.


 






    	 	19	 



     


    

 


g)        The Company and each Holder agree that if any Holder elects to participate in the Subsequent
Financing, the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such
Holder shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required
to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, this Note,
without the prior written consent of such Holder.


 


h)
         Notwithstanding anything to the contrary in this Section 8 and unless otherwise agreed to by such Holder, the Company shall either
confirm in writing to such Holder  that  the  transaction  with respect to the  Subsequent Financing has  been abandoned or  shall
publicly disclose its intention  to issue the  securities in the Subsequent Financing, in either case in such a manner such that
such Holder will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery
of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect
to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by such
Holder, such transaction shall be deemed to have been abandoned and such Holder shall not be deemed to be in possession of any
material, non-public information with respect to the Company or any of its Subsidiaries.


 


i)
          Notwithstanding the foregoing, this Section 8 shall not apply in respect of an Exempt Issuance.


 


Section
9.           Registration Rights.


 


a)
        The Company hereby grants the Buyer the registration rights set forth on Exhibit B of the securities purchase agreement entered
into between the Company and Holder on or around the Original Issue Date, with respect to the shares of Common Stock in which
the Note is convertible into, so long as the Note is outstanding.


  


 


*********************


 


(Signature
Pages Follow)





 






    	 	20	 



     


    

 


IN
WITNESS
WHEREOF,
the Company
has caused
this Note
to be duly executed
by a duly authorized
officer
as of the date first
above indicated. 


 





	 	AXIOM CORP.
	 	 	 
	 	By:	/s/ Tyler
Pearson
	 	Name:	Tyler
Pearson
	 	Title: 	Chief Executive Officer




 






    	 	21	 



     


    

 


ANNEX
A


 


NOTICE
OF CONVERSION


 


The
undersigned hereby elects to convert principal under the 10% convertible promissory note due October 5, 2016 of Axiom Corp., a
Colorado corporation (the “Company”), into shares of common stock (the “Common Stock”),
of the Company according to the conditions hereof, as of the date written below.  If shares of Common Stock are to be issued in
the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and
is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will
be charged to the holder for any conversion, except for such transfer taxes, if any.


 


By
the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common
Stock does not exceed the amounts specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the
Exchange Act.


 


The
undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with
any transfer of the aforesaid shares of Common Stock.


 


Conversion
calculations:


 





	 	Date to Effect Conversion:
	 	 
	 	
        Principal
Amount of Note to be Converted:

	 	 
	 	
        Payment
        of Interest
        in Common
        Stock      yes      no

	 	If
    yes,
    $          of Interest
    Accrued
    on Account
    of Conversion at
    Issue.
	 	 
	 	Number of shares of Common Stock to be issued:
	 	 
	 	Signature:
	 	 
	 	Name:
	 	 
	 	Delivery Instructions:




 






    


     

    

 





Schedule
1


 


CONVERSION
SCHEDULE


 





This 10% convertible
promissory note due on October 5, 2016 in the original principal amount of $__________ is issued by Axiom Corp., a Colorado corporation.This
Conversion Schedule reflects conversions made under Section 4 of the above referenced Note.







 


Dated:


 


	Date of Conversion 

(or for first entry, 

Original Issue Date)	 	Amount of
 Conversion
	 	Aggregate Principal 

Amount Remaining 

Subsequent to

Conversion (or

original Principal

Amount)	 	Company Attest