Exhibit 10.1 


 


THIS
12% SENIOR Secured Convertible Promissory Note (THE “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (“ACT”), OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED
WITHOUT REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR DELIVERY TO PROVISION HOLDING, INC. OF AN OPINION
OF LEGAL COUNSEL SATISFACTORY TO PROVISION HOLDING, INC. THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR ANY APPLICABLE
STATE SECURITIES LAWS.


12%
SENIOR Secured Convertible Promissory Note


OF PROVISION HOLDING, INC.


 





	NOTE NO. _____________________	________________,
2016



 





FOR VALUE RECEIVED,
PROVISION HOLDING, INC., a Nevada corporation with its principal office located at 9253 Eton Avenue, Chatsworth, CA 91311 (the
“Company” or “Debtor”), unconditionally promises to pay to __________________________ whose
address is _________________, ___________________, _____________________ , or the registered assignee, upon presentation of this
12% Senior Secured Convertible Promissory Note (the “Note”) by the registered holder hereof (the “Registered
Holder” or “Holder”) at the office of the Company, the principal amount of $_________(“Principal
Amount”), together with the accrued and unpaid interest thereon and other sums as hereinafter provided, subject to the
terms and conditions as set forth below. The effective date of execution and issuance of this Note is __________, 2016 (“Original
Issue Date”).


1.            Series.
This Note is one of a series of duly authorized and issued promissory notes of the Company designated as its 12% Senior Secured
Convertible Promissory Notes in an aggregate principal face value for all Notes of this Series of up to a maximum of $1,000,000
(each, a “Series Note,” and collectively, the “Series Notes”). Each of the Series Notes
is being issued in accordance with that certain Subscription Agreement between the Company and the Registered Holder, and is subject
to the terms and conditions set forth in the Subscription Agreement. Each of the Series Notes is being secured by the same collateral
property (as described below in Section 6). The Holder of this Note with the holders of all of the Series Notes are sometimes
hereinafter collectively referred to as “Series Holders.”


2.           Schedule for Payment
of Principal and Interest. The Principal Amount outstanding hereunder shall be paid in one lump sum payment of $________________
on or before ___________, 2018 (the “Maturity Date”), and the interest on the Principal Amount outstanding hereunder
shall be payable at the rate of 12% per annum and shall be due and payable quarterly, in arrears, with the initial interest payment
due June 30, 2016, and continuing thereafter on each successive September 30, December 31, March 31, and June 30 and of each year
during the term of this Note. Accrual of interest on the outstanding Principal Amount, payable in cash, shall commence on the date
of receipt of funds by the Company and shall continue until payment in full of the outstanding Principal Amount has been made hereunder.
The interest so payable will be paid to the person whose name this Note is registered on the records of the Company regarding registration
and transfers of the Note (the “Note Register”). Payments made by the Company shall be made to all Series Holders
at the same time.


3.           Payment. Payment
of any sums due to the Holder under the terms of this Note shall be made in United States Dollars by check or wire transfer at
the option of the Company. Payments made by the Company shall be made to all Series Holders at the same time. Payment shall be
made at the address last appearing on the Note Register of the Company as designated in writing by the Holder hereof from time
to time. If any payment hereunder would otherwise become due and payable on a day on which commercial banks in Los Angeles, California,
are permitted or required to be closed, such payment shall become due and payable on the next succeeding day on which commercial
banks in Los Angeles, California, are not permitted or required to be closed ("Business Day") and, with respect
to payments of Principal Amount, interest thereon shall be payable at the then applicable rate during such extension, if any. The
forwarding of such funds shall constitute a payment of outstanding principal and interest hereunder and shall satisfy and discharge
the liability for principal and interest on this Note to the extent of the sum represented by such payment. Except as provided
in Section 4 hereof, this Note may not be prepaid without the prior written consent of the Holder.






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4.           Company’s
Option to Redeem Note. On or after six months from the Original Issue Date, up to 100%, in whole or in part, of the outstanding
Principal Amount of the Note, plus any accrued and unpaid interest, will be subject to redemption at the option of the Company.
Any amount of the Note subject to redemption, as set forth herein (the “Redemption Amount”), may be redeemed
by the Company at any time and from time to time, upon not less than 10 nor more than 30 days notice to the Holder. If less than
100% of the outstanding Principal Amount of each Series Note, plus any accrued and unpaid interest thereon, is to be redeemed
at any time, the Company must redeem a pro rata amount of each Series Note.


The
Company shall deliver to the Holder a written Notice of Redemption (the “Notice of Redemption”) specifying
the date for the redemption (the “Redemption Payment Date”), which date shall be at least 10 but not more than
30 days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall
not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion
(as defined in Section 5(b) below) or for conversions elected to be made by the Holder pursuant to Section 5 during the Redemption
Period. The Redemption Amount shall be determined as if the Holder’s conversion elections had been completed immediately
prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds
to the Holder. After the Redemption Payment Date, interest will cease to accrue on the Note or the portion thereof called for
redemption.


5.           Conversion Rights.


(a)Conversion.
On or after six (6) months from the Original Issue Date, the Holder of this Note will have the right, at the Holder's option,
to convert all or any portion of the Principal Amount hereof and any accrued but unpaid interest thereon into shares of common
stock, par value $0.001 per share, of the Company (“Common Stock”) in a manner and in accordance with Section
5(b) below (unless earlier paid or redeemed) at the conversion price as set forth below in Section 5(c) (subject to adjustment
as described herein). The right to convert the Principal Amount or interest thereon of this Note called for redemption will terminate
at the close of business on the Business Day prior to the Redemption Payment Date for such Note, unless the Company subsequently
fails to pay the applicable Redemption Amount. The shares of Common Stock to be issued upon such conversion are hereinafter referred
to as the “Conversion Shares”.


(b)        Mechanics
of Holder’s Conversion. In the event that the Holder elects to convert any portion of this Note into Common Stock, the
Holder shall give notice of such election by delivering an executed and completed notice of conversion (“Notice of Conversion”)
to the Company. The Notice of Conversion shall (i) provide a breakdown in reasonable detail of the Principal Amount and/or accrued
interest that is being converted, (ii) state the denominations in which such Holder wishes the certificate or certificates for
the Conversion Shares to be issued and (iii) surrender this Note to the Company. On each Conversion Date (as hereinafter defined)
and in accordance with its Notice of Conversion, the Company shall make the appropriate reduction to the Principal Amount and/or
accrued interest as entered in its records and shall provide written notice thereof to the Holder within five (5) Business Days
after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Company in accordance with
the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). Pursuant to the terms of the
Notice of Conversion, the Company will issue instructions to its transfer agent as soon as practicable thereafter, to cause to
be issued and delivered to the Holder certificates for the number of full shares of Conversion Shares to which such Holder shall
be entitled as aforesaid and, if necessary, the Company shall cause to be issued and delivered to the Holder a new promissory
note representing any unconverted portion of this Note. The Company shall not issue fractional Conversion Shares upon conversion,
but the number of Conversion Shares to be received by any Holder upon conversion shall be rounded down to the next whole number
and the Holder shall be entitled to payment of the remaining principal amount by a Company check. In the case of the exercise
of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares
issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Company of the Notice of Conversion.
The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Company
written instructions to the contrary.






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(c)         Conversion
Price. The Conversion Price of the Common Stock into which the Principal Amount, or the then outstanding interest due thereon,
of this Note is convertible shall be $0.10 per share (subject to adjustment as described herein).


(d)         Adjustment
Provisions. The Conversion Price and number and kind of shares or other securities to be issued upon conversion pursuant to
this Note shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains
outstanding, as follows:


(i)         Reclassification.
In case of any reclassification, consolidation or merger of the Company with or into another entity or any merger of another entity
with or into the Company, or in the case of any sale, transfer or conveyance of all or substantially all of the assets of the
Company (computed on a consolidated basis), each Note then outstanding will, without the consent of any Holder, become convertible
only into the kind and amount of securities, cash or other property receivable upon such reclassification, consolidation, merger,
sale, transfer or conveyance by a Holder of the number of shares of Common Stock into which such Note was convertible immediately
prior thereto, after giving effect to any adjustment event.


(ii)        Stock
Split, Dividend. If the number of shares of Common Stock outstanding at any time after the date hereof is increased by a subdivision
or split of Common Stock, or by the declaration of a dividend on the Common Stock, which dividend is wholly or partially in the
form of additional shares of Common Stock or any other securities of the Company, then immediately after the effective date of
such subdivision or split-up, or the record date with respect to such dividend, as the case may be, the Conversion Price shall
be appropriately reduced so that the holder of this Note thereafter exchanged shall be entitled to receive the percentage of shares
of Common Stock which such holder would have owned immediately following such action had this Note been exchanged immediately
prior thereto;


(iii)       Reverse
Split. If the number of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding
Common Stock or reverse split, then, immediately after the effective date of such combination, the Conversion Price shall be appropriately
increased so that the holder of this Note thereafter exchanged shall be entitled to receive the percentage of shares of Common
Stock which such holder would have owned immediately following such action had this Note been exchanged immediately prior thereto.


(e)         Issuance
of New Note. Upon any partial conversion of this Note, a new promissory note containing the same date and provisions of this
Note shall be issued by the Company to the Holder for the principal balance of this Note and interest which shall not have been
converted or paid. The Holder shall not pay any costs, fees or any other consideration to the Company for the production and issuance
of a new promissory note.


(f)         Reservation
of Shares. The Company shall at all times reserve for issuance and maintain available, out of its authorized but unissued
Common Stock, solely for the purpose of effecting the full conversion of the Note, the full number of shares of Common Stock deliverable
upon the conversion of the Note from time to time outstanding. The Company shall from time to time (subject to obtaining necessary
director and stockholder action), in accordance with the laws of the State of Nevada, increase the authorized number of shares
of its Common Stock if at any time the authorized number of shares of its Common Stock remaining unissued shall not be sufficient
to permit the conversion of the Note.






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6.           Collateral.


(a)         Grant
of Security Interest. As security for the prompt performance, observance and payment in full of the entire indebtedness evidenced
by this Note, including the Principal Amount, interest thereon, fees and other charges, undertakings, covenants and duties owing
or to be performed or observed by the Company to the Holder, of every kind and description, whether joint or several, direct or
indirect, absolute or contingent, due or to become due, now existing or hereinafter arising (collectively, the “Obligations”),
the Company hereby grants to the Holder a security interest and lien for the Holders’ ratable share of the Series Notes
as follows:


If $500,000 or more in Series
Notes are issued, the Series Holders will have first lien position on all assets of the Company. The Series Holders’ security
interest in such assets set forth in this paragraph (collectively the “Collateral”) is more fully described
in the Security Agreement executed in connection herewith.


(b)         Obligations
Secured. The Company will simultaneously herewith execute a Security Agreement in favor of _____________as Agent (as described
in Section 8 below) for the Series Holders creating a valid and continuing security interest in the Collateral in favor of the
Series Holders of the Notes and securing the payment and performance of all of the Obligations under this Note and under all of
the Series Notes, however evidenced, whether now existing or hereafter arising, direct or indirect, absolute or contingent, including
all costs and reasonable attorneys’ fees incurred by the Holder in enforcing this Note and/or collecting or attempting to
collect on this Note.


7.            Representations
and Warranties of the Company. The Company represents and warrants to the Holder that:


(a)        Organization.
The Company is validly existing and in good standing under the laws of the state of Nevada and has the requisite power to own,
lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified to do business
and is in good standing in each jurisdiction in which the character or location of the properties owned or leased by the Company
or the nature of the business conducted by the Company makes such qualification necessary or advisable, except where the failure
to do so would not have a material adverse effect on the Company.


(b)         Power
and Authority. The Company has the requisite power to execute, deliver and perform this Note, and to consummate the transactions
contemplated hereby. The execution and delivery of this Note by the Company and the consummation of the transactions contemplated
hereby have been duly authorized by all necessary corporate action on the part of the Company. This Note has been duly executed
and delivered by the Company and constitutes a legal, valid and binding obligation of the Company and is enforceable against the
Company in accordance with its terms except (i) that such enforcement may be subject to bankruptcy, insolvency, moratorium or
similar laws affecting creditors' rights and (ii) that the remedy of specific performance and injunctive and other forms of equitable
relief are subject to certain equitable defenses and to the discretion of the court before which any proceedings therefor may
be brought.


8.            
The Agent.


(a)
       Appointment. The Holder along with the other Series Holders hereby designate and appoint _____________ (the
“Agent”) as their agent under the Series Notes, and each Series Holder hereby irrevocably authorizes the
Agent to take such action or to refrain from taking such action on its behalf under the provisions of each of the Series
Notes and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably
incidental thereto. The Agent agrees to act as such on the express conditions contained in this Section 8. The provisions of
this Section 8 are solely for the benefit of the Agent and the Series Holders and neither the Company nor any person shall
have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under
the Series Notes, the Agent shall act solely as an administrative representative of the Series Holders and does not assume
and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for the Series
Holders, the Company or any person. The Agent may perform any of its duties hereunder by or through its agents or
employees.






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(b)           Nature
of Duties.


(i)          In
General. The Agent shall have no duties, obligations or responsibilities except those expressly set forth in the Series Notes.
The duties of the Agent shall be mechanical and administrative in nature. The Agent shall not have by reason of this Note a fiduciary
relationship in respect of any Series Holder. Each Series Holder shall make its own independent investigation of the financial
condition and affairs of the Company in connection with the extension of credit hereunder and shall make its own appraisal of
the credit worthiness of the Company. If the Agent seeks the consent or approval of any of the Series Holders to the taking or
refraining from taking of any action hereunder, then the Agent shall send notice thereof to each Series Holder. The Agent shall
promptly notify each Series Holder any time that the applicable percentage of the Series Holders has instructed the Agent to act
or refrain from acting pursuant hereto.


(ii)        Express Authorization.
The Agent is hereby expressly and irrevocably authorized by each of the Series Holders, as agent on behalf of itself and the other
Series Holders:


		(1)	To act or refrain from acting regarding the Series Notes with respect to those matters so designated
for the Agent;



		(2)	To act as nominee for and on behalf of the Series Holders in and under the Series Notes;



		(3)	To distribute promptly to the Series Holders, if required by the terms of the Series Notes, all
written information, requests, notices, payments, prepayments, documents and other items received from the Company;



		(4)	To amend, modify, or waive any provisions of the Series Notes or the Security Agreement on behalf
of the Series Holders subject to the requirement that certain of the Series Holders’ consent be obtained in certain instances
as provided in Section 11;



		(5)	To deliver to the Company and other persons, all requests, demands, approvals, notices, and consents
received from any of the Series Holders;



		(6)	To exercise on behalf of each Series Holder all rights and remedies of the Series Holders upon
the occurrence of any Event of Default and/or default specified in this Note or applicable laws;



		(7)	To execute any documents on behalf of the Series Holders as the secured party for the benefit of
the Agent and the Series Holders; and



		(8)	To act as Agent for the Series Holders under the collateral documents, including but not limited
to any and all security agreements and financing statements.






(c)          Rights, Exculpation, Etc. Neither the Agent nor any of its officers, directors, employees or agents shall be liable
to any Series Holder for any action taken or omitted by them hereunder, or in connection herewith or therewith, except that the
Agent shall be obligated on the terms set forth herein for performance of its express obligations hereunder, and except that the
Agent shall be liable with respect to its own gross negligence or willful misconduct. The Agent shall not be liable for any apportionment
or distribution of payments made by it in good faith and if any such apportionment or distribution is subsequently determined
to have been made in error the sole recourse of any Series Holder to whom payment was due but not made, shall be to recover from
other Series Holders any payment in excess of the amount to which they are determined to be entitled (and such other Series Holders
hereby agree to return to such Series Holder any such erroneous payments received by them). The Agent shall not be responsible
to any Series Holder for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness,
validity, enforceability, collectible, or sufficiency of the Series Notes or the transactions contemplated thereby, or for the
financial condition of the Company. The Agent shall not be required to make any inquiry concerning either the performance or observance
of any of the terms, provisions or conditions of Series Notes or the financial condition of the Company, or the existence or possible
existence of any Event of Default. The Agent may at any time request instructions from the Series Holders with respect to any
actions or approvals which by the terms of Series Notes the Agent is permitted or required to take or to grant, and the Agent
shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability
whatsoever to any person for refraining from any action or withholding any approval under the Series Notes until it shall have
received such instructions from the applicable percentage of the Series Holders. Without limiting the foregoing, no Series Holder
shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting under the
Series Notes in accordance with the instructions of the applicable percentage of the Series Holders and notwithstanding the instructions
of the Series Holders, the Agent shall have no obligation to take any action if it, in good faith believes that such action exposes
the Agent to any liability.






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(d)         Reliance.
The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone
message or other communication (including any writing, telex, email, telecopy or telegram) believed by it in good faith to be
genuine and correct and to have been signed, sent or made by the proper person, and with respect to all matters pertaining to
the Series Notes and its duties hereunder or thereunder, upon advice of counsel selected by it. The Agent may deem and treat the
original Series Holders as the owners of the respective Series Notes for all purposes until receipt by the Agent of a written
notice of assignment, negotiation or transfer of any interest therein by the Series Holders in accordance with the terms of the
Series Notes. Any interest, authority or consent of any Series Holder of any of the Series Notes shall be conclusive and binding
on any subsequent holder, transferee, or assignee of such Series Notes. The Agent shall be entitled to rely upon the advice of
legal counsel, independent accountants, and other experts selected by the Agent in its sole discretion.


(e)          Indemnification. Each Series Holder, severally, agrees to reimburse and indemnify the Agent for and against any
and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, advances or disbursements
including, without limitation, all costs and expenses (including attorneys' fees) incurred in connection with the collection of
the Series Notes and/or enforcement of the Series Notes, of any kind or nature whatsoever which may be imposed on, incurred by,
or asserted against the Agent in any way relating to or arising out of the Series Notes or any action taken or omitted by the
Agent under the Series Notes in proportion to each Series Holder’s pro rata share, all of the foregoing as they may arise,
be asserted or be imposed from time to time; provided, however, that no Series Holder shall be liable for any portion
of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, advances or disbursements
resulting from the Agent’s gross negligence or willful misconduct. The obligations of the Series Holders under this Section
8(e) shall survive the payment in full of the Obligations and the termination of the Series Notes.


(f)           Successor
Agent.


(i)         Resignation.
The Agent may resign from the performance of all its functions and duties hereunder at any time by giving at least thirty (30)
days prior written notice to the Company and the Series Holders.


(ii)        Appointment
of Successor. Upon any such notice of resignation pursuant to Section 8(f)(i) above, upon the approval of a majority in interest
of the Series Holders, determined on the basis of the respective principal value of the Series Notes held by each of the Series
Holders (“Requisite Holders”) a successor to the Agent shall be appointed. If a successor to the Agent
shall not have been so appointed within said thirty (30) day period, the Agent retiring, upon notice to the Company, shall then
appoint a successor Agent who shall serve as the Agent until such time, as the Requisite Holders appoint a successor to the Agent
as provided above.


(iii)        Successor
Agent. Upon the acceptance of any appointment as the Agent under the Series Notes by a successor Agent, such successor to
the Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the Agent retiring,
and the Agent retiring shall be discharged from its duties and obligations under the Series Notes. After any Agent’s resignation
as the Agent under the Series Notes, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was the Agent under the Series Notes.


(g)        Collateral Matters.


(i)          Release
of Collateral. The Series Holders hereby irrevocably authorize the Agent, at its option and in its discretion, to release
any lien granted to or held by the Agent with respect to any property included in the Collateral:


		(1)	upon the payment and satisfaction of all Obligations under the Series Notes; or



		(2)	constituting property being sold or disposed of if the Company certified to the Agent that the
proceeds from such sale or disposition are being paid to the Series Holder on the Series Notes or being utilized to acquire substituted
collateral (and the Agent may rely in good faith conclusively on any such certificate, without further inquiry).







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(ii)        Confirmation
of Authority, Execution of Releases. Without in any manner limiting the Agent’s authority to act without any specific
or further authorization or consent by the Series Holders as set forth in Section 8(g)(i), each Series Holder agrees to confirm
in writing, upon request by the Company, the authority to release any property covered by the Series Notes conferred upon the
Agent under Section 8(g)(i). So long as no Event of Default is then continuing, upon receipt by the Agent of confirmation from
the Requisite Holders of its authority to release any property included in the Collateral, and upon at least five (5) Business
Days prior written request by the Company, the Agent shall (and is hereby irrevocably authorized by the Series Holders to) execute
such documents as may be necessary to evidence the release of the liens granted to the Agent for the benefit of the Series Holders
herein or pursuant hereto upon such Collateral; provided, however, that the Agent shall not be required to execute
any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or
entail any consequence other than the release of such liens without recourse or warranty.


(iii)        Absence
of Duty. The Agent shall have no obligation whatsoever to any Series Holder or to the Company or any other person to assure
that the property included in the Collateral exists or is owned by the Company or is cared for, protected or insured or has been
encumbered or that the liens granted to the Agent on behalf of the Series Holders herein or pursuant hereto have been properly
or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise
at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights,
authorities and powers granted or available to the Agent in this Section 8.


(h)         Court
Action by Agent. If in the opinion of the Agent, an uncertainty exists on the part of the Agent as to the rights between the
Series Holders or any of the parties or as to the Agent’s obligations hereunder, the Agent shall have the right to initiate
legal proceedings to determine the rights of the parties.


(i)          Exercise
of Remedies. Each Series Holder agrees that it will not have any right individually to enforce or seek to enforce the Series
Notes or Security Agreement or to realize upon any collateral security for the Series Notes, it being understood and agreed that
such rights and remedies may be exercised only by the Agent on behalf of all Series Holders pro rata.


(j)          Consents.
In the event the Agent requests the consent of a Series Holder and does not receive a written denial thereof, or a written notice
from a Series Holder that due course consideration of the request requires additional time, in each case, within ten (10) Business
Days after such Series Holder’s receipt of such request, then such Series Holder will be deemed to have given such consent.


(k)         Dissemination
of Information. The Agent will provide the Series Holders with any information received by the Agent from the Company which
is required to be provided to the Agent or to the Series Holders hereunder; provided, however, that the Agent shall
not be liable to any one or more the Series Holders for any failure to do so, except to the extent that such failure is attributable
to the Agent’s gross negligence or willful misconduct.


(l)          Compensation
and Expenses. The Agent will be entitled to reasonable compensation for its services hereunder, which compensation will
in no event exceed $1,000 per quarter, and will be entitled to reimbursement for reasonable out of pocket expenses incurred in
connection with its actions as the Agent if such expenses are preapproved by the Company in writing. The Company shall be responsible
for payment of such compensation and reimbursement of such expenses.






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9.           Events of Defaults and
Remedies. The following are deemed to be an event of default ("Event of Default") hereunder: (i) the failure
by the Company to pay any installment of interest on this Note or any other Series Notes as and when due and payable and the continuance
of any such failure for 10 days; (ii) the failure by the Company to pay all or any part of the principal on this Note or any other
Series Notes when and as the same become due and payable as set forth above, at maturity, by acceleration or otherwise; (iii) the
failure of the Company to perform any conversion of Notes required under this Note or any other Series Notes and the continuance
of any such failure for 10 days; (iv) the failure by the Company to observe or perform any covenant or agreement contained in this
Note or any other Series Notes and the continuance of such failure for a period of 30 days after the written notice is given to
the Company by the Agent; (v) the assignment by the Company for the benefit of creditors, or an application by the Company to any
tribunal for the appointment of a trustee or receiver of a substantial part of the assets of the Company, or the commencement of
any proceedings relating to the Company under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debts, dissolution
or other liquidation law of any jurisdiction; or the filing of such application, or the commencement of any such proceedings against
the Company and an indication of consent by the Company to such proceedings, or the appointment of such trustee or receiver, or
an adjudication of the Company bankrupt or insolvent, or approval of the petition in any such proceedings, and such order remains
in effect for 60 days; and (vi) final unsatisfied judgments not covered by insurance aggregating in excess of $1,000,000, at any
one time rendered against the Company and not stayed, bonded or discharged within 75 days.


10.         The Agent’s Rights
and Remedies Upon the Occurrence of an Event of Default. Following the occurrence and during the continuance of an Event
of Default, the Agent may, at its option and instruction from the Series Holders:


(a)         Remedies.
The Agent may declare any and all of the Obligations to be immediately due and payable; and, in addition to that right, and in
addition to exercising all other rights or remedies, the Agent may proceed to exercise with respect to the Collateral all rights,
options and remedies of a secured party upon default as provided for under the Uniform Commercial Code (“UCC”).


(b)         Exercise
of Remedies. The Agent may by notice to the Company accelerate the payment of all Obligations (provided that no such notice
shall be required if the Event of Default is under Section 9(iv); the Agent may proceed to enforce payment of any of the Obligations
and shall have and may exercise any and all rights under the UCC or which are afforded to the Agent herein or otherwise; and all
Obligations shall bear interest payable on demand at the rate per annum six percent (6%) in excess of the applicable rate of interest
provided in Section 2 (the “Default Rate”). Notwithstanding the foregoing, at any time after such a declaration
of acceleration has been made and before a judgment and/or decree for payment of the money due has been obtained, the Requisite
Holders of the Series Notes outstanding at such time, may, by written notice to the Agent, instruct the Agent to provide written
notice to the Company that the Series Holders may rescind and annul such declaration and its consequences if all existing Events
of Default, other than the non-payment of the principal and interest on the Series Notes which have become due solely by such
acceleration, have been cured or waived. No such rescission or annulment shall affect any subsequent default or impair any right
consequent thereon.


(c)         Disposition
of Collateral. The Agent may sell, lease or otherwise dispose of and deliver any or all Collateral at public or private sale,
for cash, upon credit or otherwise, at such prices and upon such terms as the Agent deems advisable in its sole discretion. Any
requirements of reasonable notice shall be met if such notice is mailed postage prepaid to the Company at its address set forth
herein at least ten (10) Business Days before the time of sale or other disposition. The Agent or a Series Holder may be the purchaser
at any such sale, if it is public, and in such event the Agent and/or Series Holder shall have all rights of a good faith, bona
fide purchaser for value from a secured party after default. The proceeds of any sale may be applied (in whatever order and manner
the Agent elects in its sole discretion) to all costs and expenses of sale (including without limitation reasonable attorneys'
fees and disbursements) and to the payment of Obligations, and any remaining proceeds shall be applied in accordance with Article
9 of the UCC. The Company shall remain liable for any deficiency.


(d)         Cumulative
Remedies. The rights and remedies of the Agent and/or Series Holder shall be deemed to be cumulative, and any exercise of
any right or remedy shall not be deemed to be an election of that right or remedy to the exclusion of any other right or remedy.


(e)         Waivers.
The Company acknowledges that this Agreement involves the grant of a security interest, and the Company hereby waives, to the
extent permitted by applicable law, (i) any requirement of marshaling assets or proceeding against persons or assets in any particular
order, and (ii) any and all notices of every kind and description that may be required to be given by any statute or rule of law
and any defense of any kind based on any such notice, except any notices required under this Note, including but not limited to
all demands for payment, presentation for payment, notices of intention to accelerate maturity, notices of acceleration of maturity,
protest, and notices of protest, all to the extent permitted by law.






    	 	8	 



    	 



    

 


11.          Consent
of Series Holders.


(a)         Consent
of All Series Holders. Notwithstanding anything to the contrary contained herein, no amendment, modification, change or waiver
shall be effective without the consent of all of the Series Holders to:


(i)         extend
the maturity of the principal of, or interest on, any Note or of any of the other Obligations;


(ii)        reduce
the Principal Amount of any Note or of any of the other Obligations, or the rate of interest thereon due to the Series Holders,
except as expressly permitted herein or therein;


 


(iii)       change
the date of payment of principal of, or interest on, any Note or of any of the other Obligations;


(iv)       change
the manner of pro rata application by the Agent of payments made by the Company, or any other payments required hereunder;


(v)        modify
this Section or Section 8(i); or


(vi)       release
or agree to subordinate any material portion of any Collateral or Financing Document (except to the extent provided in Section
6(c)).


(b)
       Consent of Less than All Series Holders. Any decision other than as set forth in Section 11(a) above that shall be
made by the Series Holders herein, shall be made by the Requisite Holders of the Series Notes outstanding at such time.


12.          Limitation
on Merger, Sale or Consolidation. The Company may not, directly or indirectly, consolidate with or merge into another
person or sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in
a single transaction or a series of related transactions, to another person or group of affiliated persons, unless either (i)
in the case of a merger or consolidation, the Company is the surviving entity or (ii) the resulting, surviving or transferee entity
expressly assumes by supplemental agreement all of the obligations of the Company in connection with the Notes.Upon any consolidation
or merger or any transfer of all or substantially all of the assets of the Company in accordance with the foregoing, the successor
entity formed by such consolidation or into which the Company is merged or to which such transfer is made, shall succeed to, and
be substituted for, and may exercise every right and power of the Company under the Note with the same effect as if such successor
entity had been named therein as the Company, and the Company will be released from its obligations under the Series Notes, except
as to any obligations that arise from or as a result of such transaction.


13.          Corporate
Obligation. No recourse shall be had for the payment of the principal or the interest on this Note, or for any claim based
thereon, or otherwise in respect thereof, or based on or in respect of any Note supplemental thereto, against any incorporator,
stockholder, officer, or director (past, present, or future) of the Company, whether by virtue of any constitution, statute, or
rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being by the acceptance hereof,
and as part of the consideration for the issue hereof, expressly waived and released.






    	 	9	 



    	 



    

 


14.          Listing
of Registered Holder of Note. This Note will be registered as to principal amount in the Holder’s name on the books
of the Company at its principal office (the “Note Register”), after which no transfer hereof shall be valid
unless made on the Company’s books at the office of the Company, by the Holder hereof, in person, or by attorney duly authorized
in writing, and similarly noted hereon.


15.          Registered
Holder Not Deemed a Stockholder.No Holder, as such, of this Note shall be entitled to vote or receive dividends or
be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Note be construed to confer
upon the Holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent
to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance
or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise.


16.          Waiver
of Demand, Presentment, Etc. The Company hereby expressly waives demand and presentment for payment, notice of nonpayment,
protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, bringing of suit and diligence
in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all
sums owing and to be owing hereunder, regardless of and without any notice, diligence, act or omission as or with respect to the
collection of any amount called for hereunder.


17.          Attorney’s
Fees. The Company agrees to pay all costs and expenses, including without limitation reasonable attorney's fees, which
may be incurred by the Holder in collecting any amount due under this Note or in enforcing any of Holder’s conversion rights
as described herein.


18.          Enforceability.
In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid
or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent
possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired
thereby.


19.          Intent
to Comply with Usury Laws. In no event will the interest to be paid on this Note exceed the maximum rate provided by law.
It is the intent of the parties to comply fully with the usury laws of the State of California; accordingly, it is agreed that
notwithstanding any provisions to the contrary in this Note, in no event shall such Note require the payment or permit the collection
of interest (which term, for purposes hereof, shall include any amount which, under California law, is deemed to be interest,
whether or not such amount is characterized by the parties as interest) in excess of the maximum amount permitted by the laws
of the State of California. If any excess of interest is unintentionally contracted for, charged or received under this Note,
or in the event the maturity of the indebtedness evidenced by the Note is accelerated in whole or in part, or in the event that
all of part of the Principal Amount or interest of this Note shall be prepaid, so that the amount of interest contracted for,
charged or received under this Note, on the amount of the Principal Amount actually outstanding from time to time under this Note
shall exceed the maximum amount of interest permitted by the applicable usury laws, then in any such event (i) the provisions
of this paragraph shall govern and control, (ii) neither the Company nor any other person or entity now or hereafter liable for
the payment thereof, shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum amount
of interest permitted by such applicable usury laws, (iii) any such excess which may have been collected shall be either applied
as a credit against the then unpaid principal amount thereof or refunded to the Company at the Holder’s option, and (iv)
the effective rate of interest shall be automatically reduced to the maximum lawful rate of interest allowed under the applicable
usury laws as now or hereafter construed by the courts having jurisdiction thereof. It is further agreed that without limitation
of the foregoing, all calculations of the rate of interest contracted for, charged or received under the Note which are made for
the purpose of determining whether such rate exceeds the maximum lawful rate of interest, shall be made, to the extent permitted
by applicable laws, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term
of the Note evidenced thereby, all interest at any time contracted for, charged or received from the Company or otherwise by the
Holders in connection with this Note.






    	 	10	 



    	 



    

 


20.          Governing
Law; Consent to Jurisdiction. This Note shall be governed by and construed in accordance with the laws of the State of
California without regard to the conflict of laws provisions thereof. In any action between or among any of the parties, whether
rising out of this Note or otherwise, each of the parties irrevocably consents to the exclusive jurisdiction and venue of the
federal and/or state courts located in Los Angeles, California.


21.          Amendment
and Waiver. Any waiver or amendment hereto shall be in writing signed by the Holder. No failure on the part of the Holder
to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise by the Holder of any right hereunder preclude any other or further exercise thereof or the exercise of any other rights.
The remedies herein provided are cumulative and not exclusive of any other remedies provided by law.


22.          Restrictions
Against Transfer or Assignment. Neither this Note nor the shares issuable upon conversion of this Note may be sold, transferred,
assigned, pledged, hypothecated or otherwise disposed of by the Registered Holder hereof, in whole or in part, unless and until
either (i) the Note or the shares issuable upon conversion of the Note have been duly and effectively registered for resale under
the Securities Act of 1933, as amended, and under any then applicable state securities laws; or (ii) the Registered Holder delivers
to the Company a written opinion acceptable to the Company’s counsel that an exemption from such registration requirements
is then available with respect to any such proposed sale or disposition. Any transfer of this Note otherwise permissible hereunder
shall be made only at the principle office of the Company upon surrender of this Note for cancellation and upon the payment of
any transfer tax or other government charge connected therewith, and upon any such transfer a new Series Note will be issued to
the transferee in exchange therefor.


23.          Entire
Agreement; Headings. This Note constitutes the entire agreement between the Holder and the Company pertaining to the subject
matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, written or oral, of
such parties. The headings are for reference purposes only and shall not be used in construing or interpreting this Note.


24.          Notices.
Any notices or other communications required or permitted hereunder shall be sufficiently given if in writing and delivered in
person, or sent by registered or certified mail (return receipt requested) or recognized overnight delivery service, postage pre-paid,
or sent by email addressed as follows, or to such other address as such party may notify to the other parties in writing:


(a)         If to the Company,
to it at the following address:


9253
Eton Avenue


Chatsworth,
CA 91311


Attn:
Curt Thornton, CEO and President


Email:
curt@provision.tv


 


(b)         If to
Registered Holder, then to the address listed on the front of this Note, unless changed, by notice in writing as provided for herein.


(c)         If to the Agent, to
it at the following address:


A notice or communication
will be effective (i) if delivered in person or by overnight courier, on the Business Day it is delivered, (ii) if sent by registered
or certified mail, the earlier of the date of actual receipt by the party to whom such notice is required to be given or three
(3) days after deposit in the United States mail and (iii) if sent by email, on the date sent.


[Remainder of page intentionally left
blank. Signature page follows.]


 






    	 	11	 



    	 



    

 


IN WITNESS
WHEREOF, Provision Holding, Inc. has caused this Note to be duly executed in its corporate name by the manual signature of
its President.


 


	 	PROVISION
HOLDING, INC.
	 	 
	 	By: 	
	 	 	Curt Thornton,
CEO and President




 


 


	 	Agreed
to by Holder:
	 	 
	 	 	
	 	 	Print Name




 


 





	 	Agreed to by Agent: 
	 	 
	 	 	
	 	 	Print Name




 


 


 



    	 	12	 



    	 



    




ANNEX A


NOTICE
OF CONVERSION


The undersigned
hereby elects to convert principal and/or accrued interest under the 12% Senior Secured Convertible Promissory Note due __________
of Provision Holding, Inc., a Nevada corporation (the “Company”), into shares of common stock, par value $0.001 per
share (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.


Conversion Calculations:


Date to Effect Conversion:__________________________________________________


Principal
Amount of 12% Senior Secured Convertible


Promissory
Note to be Converted:_____________________________________________


Accrued
Interest Amount of 12% Senior Secured


Convertible
Promissory Note to be Converted:____________________________________


Number
of Shares of Common Stock to be Issued:_________________________________


Signature:_______________________________________________________________


Name:__________________________________________________________________


Address:________________________________________________________________


 






    	 	13	 



    	 



    

 


THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL,
SATISFACTORY TO THE ISSUER HEREOF, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT AS SOME OTHER EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND APPLICABLE LAWS IS AVAILABLE.


WARRANT TO PURCHASE


COMMON STOCK OF


PROVISION HOLDING, INC.





	Date of Issuance: ______, 2016	 Warrant No. A-______






This certifies
that, for value received, PROVISION HOLDING, INC., a Nevada corporation (the “Company”), grants __________, an _________
or ____ registered assigns (the “Registered Holder”), the right to subscribe for and purchase from the Company, at
the Exercise Price (as defined herein), from and after 9:00 a.m. Pacific Standard Time on _____, 2016 (the “Exercise Date”)
and to and including 5:00 p.m., Pacific Standard Time, on _______,2019 (the “Expiration Date”), ___________________
shares, as such number of shares may be adjusted from time to time as described herein (the “Warrant Shares”), of the
Company’s common stock, par value $0.001 per share (the “Common Stock”), subject to the provisions and upon the
terms and conditions herein set forth. The “Exercise Price” per share of Common Stock will be $____ per share.


This Warrant
is issued in connection with the issuance to the Registered Holder of a 12% Senior Secured Convertible Promissory Note dated as
of ________, 2016 (the “Promissory Note”) and in connection with that certain Subscription Agreement between the Company
and the Registered Holder dated as of ______, 2016 (the “Subscription Agreement”). The Registered Holder of this Warrant
is subject to the terms and conditions set forth in the Subscription Agreement.


Section 1.
Recordation on Books of the Company. The Company shall record this Warrant, upon records to be maintained by the Company for that
purpose (the “Warrant Records”), in the name of the Registered Holder. The Company may deem and treat the Registered
Holder as the absolute owner of this Warrant for the purpose of any exercise hereof or any distribution to the Registered Holder.


Section 2.
Registration of Transfers and Exchanges.


(a)           Subject
to Section 9 hereof, the Company shall register the transfer of this Warrant, in whole or in part, upon records to be maintained
by the Company for that purpose, upon surrender of this Warrant, with the Form of Assignment attached hereto completed and duly
endorsed by the Registered Holder, to the Company at the office specified in or pursuant to Section 3(b). Upon any such registration
of transfer, a new Warrant, in substantially the form of this Warrant, evidencing the Common Stock purchase rights so transferred
shall be issued to the transferee and a new Warrant, in similar form, evidencing the remaining Common Stock purchase rights not
so transferred, if any, shall be issued to the Registered Holder.






    	 	14	 



    	 



    

 


(b)         This
Warrant is exchangeable, upon the surrender hereof by the Registered Holder at the office of the Company specified in or pursuant
to Section 3(b) hereof, for new Warrants, in substantially the form of this Warrant evidencing, in the aggregate, the right to
purchase the number of Warrant Shares which may then be purchased hereunder, each of such new Warrants to be dated the date of
such exchange and to represent the right to purchase such number of Warrant Shares as shall be designated by the Registered Holder
at the time of such surrender.


Section 3.
Duration and Exercise of this Warrant.


(a)         This
Warrant shall be exercisable by the Registered Holder as to the Warrant Shares at any time during the period commencing on the
Exercise Date and ending on the Expiration Date. At 5:00 p.m., Pacific Standard Time, on the Expiration Date, this Warrant, to
the extent not previously exercised, shall become void and of no further force or effect.


(b)         Subject
to Section 7 hereof, upon exercise or surrender of this Warrant, with the Form of Election to Purchase attached hereto completed
and duly endorsed by the Registered Holder, to the Company at 9253 Eton Avenue, Chatsworth, CA, 91311, Attention: Curt Thornton,
CEO and President, or at such other address as the Company may specify in writing to the Registered Holder, and upon payment of
the Exercise Price multiplied by the number of Warrant Shares then issuable upon exercise of this Warrant in lawful money of the
United States of America, all as specified by the Registered Holder in the Form of Election to Purchase, the Company shall promptly
issue and cause to be delivered to or upon the written order of the Registered Holder, and in such name or names as the Registered
Holder may designate, a certificate for the Warrant Shares issued upon such exercise. Any person so designated in the Form of Election
to Purchase, duly endorsed by the Registered Holder, as the person to be named on the certificates for the Warrant Shares, shall
be deemed to have become holder of record of such Warrant Shares, evidenced by such certificates, as of the Date of Exercise (as
hereinafter defined) of such Warrant.


(c)        The Registered Holder
may pay the applicable Exercise Price pursuant to Section 3(b), at the option of the Registered Holder, either (i) by cashier’s
or certified bank check payable to the Company, or (ii) by wire transfer of immediately available funds to the account which shall
be indicated in writing by the Company to the Registered Holder, in either case, in an amount equal to the product of the Exercise
Price multiplied by the number of Warrant Shares being purchased upon such exercise (the “Aggregate Exercise Price”).


(d)       The “Date of
Exercise” of any Warrant means the date on which the Company shall have received (i) this Warrant, with the Form of Election
to Purchase attached hereto appropriately completed and duly endorsed, and (ii) payment of the Aggregate Exercise Price as provided
herein.


(e)        This Warrant will
be exercisable either in its entirety or, from time to time, for part, only of the number of Warrant Shares which are issuable
hereunder. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificates
for the Warrant Shares issued pursuant to such exercise, deliver to the Registered Holder a new Warrant evidencing the rights to
purchase the remaining Warrant Shares, which Warrant shall be substantially in the form of this Warrant.


Section 4. Payment of
Expenses. The Company will pay all expenses (other than any federal or state taxes, including without limitation income taxes,
or similar obligations of the Registered Holder) attributable to the preparation, execution, issuance and delivery of this Warrant,
any new Warrant and the Warrant Shares.


 



    	 	15	 



    	 



    




Section 5. Mutilated
or Missing Warrant Certificate. If this Warrant is mutilated, lost, stolen or destroyed, upon request by the Registered Holder,
the Company will issue, in exchange for and upon cancellation of the mutilated Warrant, or in substitution for the lost, stolen
or destroyed Warrant, a substitute Warrant, in substantially the form of this Warrant, of like tenor, but, in the case of loss,
theft or destruction, only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction of
this Warrant and, if requested by the Company, indemnity also reasonably satisfactory to it.


Section 6. Reservation,
Listing and Issuance of Warrant Shares.


(a)        The Company will at
all times have authorized, and reserve and keep available, free from preemptive rights, for the purpose of enabling it to satisfy
any obligation to issue Warrant Shares upon the exercise of the rights represented by this Warrant, the number of Warrant Shares
deliverable upon exercise of this Warrant. The Company will, at its expense, use it best efforts to cause such shares to be included
in or listed on (subject to issuance or notice of issuance of Warrant Shares) all markets or stock exchanges in or on which the
Common Stock is included or listed not later than the date on which the Common Stock is first included or listed on any such market
or exchange and will thereafter maintain such inclusion or listing of all shares of Common Stock from time to time issuable upon
exercise of this Warrant.


(b)       Before taking any
action which could cause an adjustment pursuant to Section 7 hereof reducing the Exercise Price below the par value of the Warrant
Shares, the Company will take any corporate action which may be necessary in order that the Company may validly and legally issue
at the Exercise Price, as so adjusted, Warrant Shares that are fully paid and non-assessable.


(c)        The Company covenants
that all Warrant Shares will, upon issuance in accordance with the terms of this Warrant, be (i) duly authorized, fully paid and
nonassessable, and (ii) free from all liens, charges and security interests.


Section 7. Adjustment
of Number of Warrant Shares.


(a)          The number of Warrant Shares to be purchased upon exercise hereof is subject to change or adjustment from time to time
as hereinafter provided:


(i)          Stock
Dividends; Stock Splits; Reverse Stock Splits; Reclassifications. In case the Company shall (a) pay a dividend with respect
to its Common Stock in shares of capital stock, (b) subdivide its outstanding shares of Common Stock, (c) combine its outstanding
shares of Common Stock into a smaller number of shares of any class of Common Stock or (d) issue any shares of its capital stock
in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in
which the Company is the continuing corporation), other than elimination of par value, a change in par value, or a change from
par value to no par value (any one of which actions is herein referred to as an “Adjustment Event”), the number of
Warrant Shares purchasable upon exercise of the Warrant immediately prior to the record date for such Adjustment Event shall be
adjusted so that the Registered Holder shall thereafter be entitled to receive the number of shares of Common Stock or other securities
of the Company (such other securities thereafter enjoying the rights of shares of Common Stock under this Warrant) that such Registered
Holder would have owned or have been entitled to receive after the happening of such Adjustment Event, had such Warrant been exercised
immediately prior to the happening of such Adjustment Event or any record date with respect thereto. An adjustment made pursuant
to this Section 7(a)(i) shall become effective immediately after the effective date of such Adjustment Event retroactive to the
record date, if any, for such Adjustment Event.


(ii)         Adjustment
of Exercise Price. Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted pursuant
to Section 7(a)(i), the Exercise Price for each Warrant Share payable upon exercise of each Warrant shall be adjusted by multiplying
such Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of shares of
Common Stock purchasable upon the exercise of each Warrant immediately prior to such adjustment, and the denominator of which
shall be the number of shares of Common Stock so purchasable immediately thereafter.






    	 	16	 



    	 



    




(iii)       Adjustments
for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company (a) consolidates with or merges into any
other corporation and is not the continuing or surviving corporation of such consolidation of merger, or (b) permits any other
corporation to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection
with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any other corporation
or cash or any other assets, or (c) transfers all or substantially all of its properties and assets to any other corporation,
or (d) effects a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of
Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Common Stock,
then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided
in this subsection 7(a)(iii), the Registered Holder, upon the exercise of this Warrant at any time after the consummation of such
consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive (at the aggregate Exercise Price
in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the
time of such transaction), in lieu of shares of Common Stock issuable upon such exercise prior to such consummation, the stock
and other securities, cash and/or assets to which such holder would have been entitled upon such consummation if the Registered
Holder had so exercised this Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action as
nearly equivalent as possible to the adjustments provided for in this Section).


(iv)       De
Minimis Adjustments. No adjustment in the Exercise Price and number of Warrant Shares purchasable hereunder shall be required
unless such adjustment would require an increase or decrease of at least $0.001 in the Exercise Price; provided, however, that
any adjustments which by reason of this Section 7(a)(iv) are not required to be made shall be carried forward and taken into account
in any subsequent adjustment. All calculations shall be made to the nearest full share.


(b)          Notice
of Adjustment. Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant or the Exercise Price is
adjusted, as herein provided, the Company shall promptly notify the Registered Holder in writing (such writing referred to as an
“Adjustment Notice”) of such adjustment or adjustments and shall deliver to such Registered Holder a statement setting
forth the number of shares of Common Stock purchasable upon the exercise of each Warrant and the Exercise Price after such adjustment,
setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment
was made.


(c)        Other Notices.
In case at any time:


(i)         the
Company shall declare any cash dividend on its Common Stock;


(ii)        the
Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends)
to the holders of its Common Stock;





(iii)        the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares
of stock of any class or other rights;


(iv)        the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets
(other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock);






    	 	17	 



    	 



    

 


(v)         there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or
merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or
continuing corporation and no change occurs in the Company’s Common Stock), or sale of all or substantially all of its assets
to another corporation; or


(vi)      
there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or
winding up of the Company;


then, in any one or more of said
cases the Company shall give written notice, addressed to the Registered Holder at the address of such Registered Holder as shown
on the books of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for such
dividend, distribution or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the
Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment
for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify
(or, if not then known, reasonably approximate) the date as of which the holders of Common Stock of record shall participate in
such dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy,
assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written notice shall be given (except
as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to
the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state
that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act,
or to a favorable vote of stockholders, if either is required.


(d)        Statement
on Warrants. The form of this Warrant need not be changed because of any change in the Exercise Price or in the number or
kind of shares purchasable upon the exercise of a Warrant. However, the Company may at any time in its sole discretion make any
change in the form of the Warrant that it may deem appropriate and that does not affect the substance thereof and any Warrant
thereafter issued, whether in exchange or substitution for any outstanding Warrant or otherwise, may be in the form so changed.


(e)         Fractional
Interest. The Company will not be required to issue fractional Warrant Shares on the exercise of the Warrants. The number
of full Warrant Shares which shall be issuable upon such exercise shall be computed on the basis of the aggregate number of whole
shares of Common Stock purchasable on the exercise of the Warrants so presented. If any fraction of a share of Common Stock would,
except for the provisions of this Section 7© be issuable on the exercise of the Warrants (or specified proportion thereof),
the Company shall pay an amount in cash calculated by it to be equal to the then fair value of one share of Common Stock, as determined
by the Board of Directors of the Company in good faith, multiplied by such fraction computed to the nearest whole cent.


Section
8. No Rights or Liabilities as a Stockholder. The Registered Holder shall not be entitled to vote or be deemed the holder
of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything
contained herein be construed to confer upon the holder of this Warrant, as such, the rights of a stockholder of the Company or
the right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or give or
withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders (except as provided
herein), or to receive dividends or subscription rights or otherwise, until the Date of Exercise shall have occurred. No provision
of this Warrant, in the absence of affirmative action by the Registered Holder hereof to purchase shares of Common Stock, and
no mere enumeration herein of the rights and privileges of the Registered Holder, shall give rise to any liability of such holder
for the Exercise Price or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of
the Company.






    	 	18	 



    	 



    




Section
9. Transfer Restrictions; Registration of the Warrant and Warrant Shares.


(a)         Neither
the Warrant nor the Warrant Shares have been registered under the 1933 Act. The Registered Holder, by acceptance hereof, represents
that it is acquiring this Warrant to be issued to it for its own account and not with a view to the distribution thereof, and
agrees not to sell, transfer, pledge or hypothecate this Warrant, any purchase rights evidenced hereby or any Warrant Shares unless
a registration statement is effective for this Warrant or the Warrant Shares under the 1933 Act, or in the opinion of such Registered
Holder’s counsel reasonably satisfactory to the Company, a copy of which opinion shall be delivered to the Company, such
registration is not required as some other exemption from the registration requirement of the 1933 Act and applicable laws is
available.


(b)        Subject
to the provisions of the following paragraph of this Section 9, each Certificate for Warrant Shares shall be stamped or otherwise
imprinted with a legend in substantially the following form:


THE SHARES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE
STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE 1933 ACT, AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER HEREOF, TO THE
EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT AS SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933
ACT AND APPLICABLE LAWS IS AVAILABLE.


(c)        The restrictions and
requirements set forth in the foregoing paragraph shall apply with respect to Warrant Shares unless and until such Warrant Shares
are sold or otherwise transferred pursuant to an effective registration statement under the 1933 Act or are otherwise no longer
subject to the restrictions of the 1933 Act, at which time the Company agrees to promptly cause such restrictive legends to be
removed and stop transfer restrictions applicable to such Warrant Shares to be rescinded.


Section
10.Notices. All notices and other communications relating to this Warrant shall be in writing and shall be deemed to have
been duly given if delivered personally or sent by United States certified or registered first-class mail, postage prepaid, return
receipt requested, or overnight air courier guaranteeing next day delivery to the parties hereto at the following addresses or
at such other address as any party hereto shall hereafter specify by notice to the other party hereto:


(a)        If to the Registered
Holder of this Warrant or the holder of the Warrant Shares, addressed to the address of such Registered Holder or holder as set
forth on books of the Company or otherwise furnished by the Registered Holder or holder to the Company.






    	 	19	 



    	 



    

 


(b)        If to the Company,
addressed to:


Provision Holding,
Inc.


9253 Eton Avenue


Chatsworth, CA 91311


Attn: Curt
Thornton, CEO and President


A notice or communication will
be effective (i) if delivered in person or by overnight courier, on the business day it is delivered, and (ii) if sent by registered
or certified mail, the earlier of the date of actual receipt by the party to whom such notice is required to be given or three
(3) days after deposit in the United States mail.


Section 11.Binding Effect.
This Warrant shall be binding upon and inure to the sole and exclusive benefit of the Company, its successors and assigns, and
the holder or holders from time to time of this Warrant and the Warrant Shares.


Section 12.Survival of
Rights and Duties. This Warrant shall terminate and be of no further force and effect on the earlier of (i) 5:00 p.m., Pacific
Standard Time, on the Expiration Date and (ii) the date on which this Warrant and all purchase rights evidenced hereby have been
exercised, except that the provisions of Sections 6© and 9 hereof shall continue in full force and effect after such termination
date.


Section 13.Governing
Law. This Warrant shall be governed and controlled as to the validity, enforcement, interpretations, construction and effect and
in all other aspects by the substantive laws of the State of California. In any action between or among any of the parties, whether
arising out of this Warrant or otherwise, each of the parties irrevocably consents to the exclusive jurisdiction and venue of the
federal and state courts located in Los Angeles County, California.


Section 14.Section Headings.
The Section headings in this Warrant are for purposes of convenience only and shall not constitute a part hereof.


 



    	 	20	 



    	 



    




IN WITNESS WHEREOF, Provision Holding, Inc. has caused
this Warrant to be duly executed in its corporate name by the manual signature of its President.


 


	 	PROVISION HOLDING,
INC.
	 	 
	 	By: 	
	 	 	Curt Thornton, CEO and President
Date:__________________



 






    	 	21	 



    	 



    




 


FORM OF ELECTION
TO PURCHASE


(To Be Executed
Upon Exercise of this Warrant)


To Provision Holding, Inc.:


The undersigned,
the record holder of this Warrant (Warrant No. _____), hereby irrevocably elects to exercise the right, represented by this Warrant,
to purchase ___________ of the Warrant Shares and herewith and hereby tenders payment for such Warrant Shares to the order of Provision
Holding, Inc. of $_________________, representing the full purchase price for such shares at the price per share provided for in
such Warrant and the delivery of any applicable taxes payable by the undersigned pursuant to such Warrant.


The undersigned
requests that certificates for such shares be issued in the name of:





 









	 	 	 
	(Please print name and address)	 	Social
Security or Tax Identification No. 
	 	 	 






In
the event that not all of the purchase rights represented by the Warrant are exercised, a new Warrant, substantially identical
to the attached Warrant, representing the rights formerly represented by the attached Warrant which have not been exercised, shall
be issued in the name of and delivered to:


 


	 	 	 
	(Please print name and address)	 	Social
Security or Tax Identification No. 
	 	 	 




 


	Dated: ________________	Name of Holder (Print):	 
	 	 	 
	 	By:	 
	 	(Name):	 
	 	(Title):	 






 





 






    	 	22	 



    	 



    

 


FORM OF ASSIGNMENT


FOR VALUE RECEIVED,
________________ hereby sells, assigns and transfers to each assignee set forth below all of the rights of the undersigned under
the attached Warrant (Warrant No. ___) with respect to the number of shares of Common Stock covered thereby set forth opposite
the name of such assignee unto:





	Name of Assignee



	 	Address



	 	Number of Shares of Common Stock




	 	 	 	 	 
	 	 	 	 	 



 


If the total
of said purchase rights represented by the Warrant shall not be assigned, the undersigned requests that a new Warrant Certificate
evidencing the purchase rights not so assigned be issued in the name of and delivered to the undersigned.


 


 


Dated: __________________Name
of Holder (Print): ________________________


 


________________________________


(Signature
of Holder)






    	 	23	 



    	 



    

 


 


SECURITY AGREEMENT


 


This SECURITY AGREEMENT,
dated as of _____________, 2016 (this "Agreement"), is among Provision Holding, Inc., a Nevada corporation (the
"Company") and the holders of the Company's 12% Senior Secured Convertible Promissory Notes, in the original aggregate
principal amount of up to $4,000,000 (collectively, the "Notes") signatory hereto, their endorsees, transferees
and assigns (collectively, the "Secured Parties").


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
written subscription agreements of even date herewith, the Secured Parties have severally purchased Units consisting of the Notes
in a private Offering conducted by the Company;


 


WHEREAS, in order to
induce the Secured Parties to participate in the Offering and purchase the Units, the Company has agreed to execute and deliver
to the Secured Parties this Agreement and to grant the Secured Parties, pari passu with each other Secured Party and through
the Agent (as defined in Section 18 hereof), a security interest in substantially all assets of the Company to secure the prompt
payment, performance and discharge in full of all of the Company's obligations under the Notes.


 


NOW, THEREFORE, in
consideration of the agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:


 


1.
Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth in this Section 1.
Terms used but not otherwise defined in this Agreement that are defined in Article 9 of the UCC (such as "account",
"chattel paper", "commercial tort claim", "deposit account", "document", "equipment",
"fixtures", "general intangibles", "goods", "instruments", "inventory", "investment
property", "letter-of-credit rights", "proceeds" and "supporting obligations") shall have the
respective meanings given such terms in Article 9 of the UCC.


 


(a)
"Collateral" means the collateral in which the Secured Parties are granted a security interest by this Agreement
and which shall include the following personal property of the Company, whether presently owned or existing or hereafter acquired
or coming into existence, wherever situated, and all additions and accessions thereto and all substitutions and replacements thereof,
and all proceeds, products and accounts thereof, including, without limitation, all proceeds from the sale or transfer of the
Collateral and of insurance covering the same and of any tort claims in connection therewith, and dividends, interest, cash, notes,
securities, equity interest or other property at any time and from time to time acquired, receivable or otherwise distributed
in respect of, or in exchange for, any or all of the Pledged Securities (as defined below):


(i) All goods, including, without limitation, (A) all machinery, equipment, computers, motor vehicles, trucks, appliances,
furniture, special and general tools, fixtures, test and quality control devices and other equipment of every kind and nature
and wherever situated, together with all documents of title and documents representing the same, all additions and accessions
thereto, replacements therefor, all parts therefor, and all substitutes for any of the foregoing and all other items used and
useful in connection with the Company’s business and all improvements thereto; and (B) all inventory;






    	 	24	 



    	 



    




 


(ii)
All leasehold interests or interests in real property, including all working interests in and to any oil & gas leases,
together with the production from any wells thereon, including those properties set forth on Exhibit A annexed
hereto;





(iii)
All contract rights and other general intangibles, including, without limitation, all partnership interests, membership
interests, stock or other securities, rights under any agreements related to the Pledged Securities, licenses, distribution
and other agreements, computer software (whether "off-the-shelf, licensed from any third party or developed by the
Company), computer software development rights, leases, franchises, customer lists, quality control procedures, grants and
rights, goodwill, trademarks, service marks, trade styles, trade names, patents, patent applications, copyrights, and income
tax refunds;





(iv)
All accounts, together with all instruments, all documents of title representing any of the foregoing, all rights in any
merchandising, goods, equipment, motor vehicles and trucks which any of the same may represent, and all right, title,
security and guaranties with respect to each account, including any right of stoppage in transit;





(v)
All documents, letter-of-credit rights, instruments and chattel paper;





(vi)
All commercial tort claims;





(vii)
All deposit accounts and all cash (whether or not deposited in such deposit accounts);





(viii)
All investment property;





(ix)
All supporting obligations;





(x)
All files, records, books of account, business papers, and computer programs; and





(xi)
the products and proceeds of all of the foregoing Collateral set forth in clauses (i)-(ix) above.





Without limiting the
generality of the foregoing, the "Collateral" shall include all investment property and general intangibles
respecting ownership and/or other equity interests in each subsidiary, including, without limitation, the shares of capital
stock and the other equity interests listed on Schedule H hereto (as the same may be modified from time to time
pursuant to the terms hereof), and any other shares of capital stock and/or other equity interests of any other direct or
indirect subsidiary obtained in the future, and, in each case, all certificates representing such shares and/or equity
interests and, in each case, all rights, options, warrants, stock, other securities and/or equity interests that may
hereafter be received, receivable or distributed in respect of, or exchanged for, any of the foregoing and all rights arising
under or in connection with the Pledged Securities, including, but not limited to, all dividends, interest and cash.






    	 	25	 



    	 



    

 


 


Notwithstanding
the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes
void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law (in each case to the
extent that such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable
law); provided, however, that to the extent permitted by applicable law, this Agreement shall create a valid security interest
in such asset and, to the extent permitted by applicable law, this Agreement shall create a valid security interest in the proceeds
of such asset.





(b)
"Intellectual Property" means the collective reference to all rights, priorities and privileges relating to intellectual
property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, (i)
all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered
or unregistered and whether published or unpublished, all registrations and recordings thereof, and all applications in connection
therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office,
(ii) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions
thereof, and all applications for letters patent of the United States or any other country and all divisions, continuations and
continuations-in-part thereof, (iii) all trademarks, trade names, corporate names, company names, business names, fictitious business
names, trade dress, service marks, logos, domain names and other source or business identifiers, and all goodwill associated therewith,
now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith,
whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof
or any other country or any political subdivision thereof, or otherwise, and all common law rights related thereto, (iv) all trade
secrets arising under the laws of the United States, any other country or any political subdivision thereof, (v) all rights to
obtain any reissues, renewals or extensions of the foregoing, (vi) all licenses for any of the foregoing, and (vii) all causes
of action for infringement of the foregoing.


(c)
"Majority in Interest" means, at any time of determination, the majority in interest (based on then-outstanding
principal amounts of Notes at the time of such determination) of the Secured Parties.


(d)
"Necessary Endorsement" means undated stock powers endorsed in blank or other proper instruments of assignment
duly executed and such other instruments or documents as the Agent (as that term is defined below) may reasonably request.


(e)
"Obligations" means all of the liabilities and obligations (primary, secondary, direct, contingent, sole,
joint or several) due or to become due, or that are now or may be hereafter contracted or acquired, or owing to, of the
Company to the Secured Parties under this Agreement or the Notes, in each case, whether now or hereafter existing, voluntary
or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with
others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or
any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or
recovered directly or indirectly from any of the Secured Parties as a preference, fraudulent transfer or otherwise as such
obligations may be amended, supplemented, converted, extended or modified from time to time. Without limiting the generality
of the foregoing, the term "Obligations" shall include, without limitation: (i) principal of, and interest on the
Notes; (ii) any and all other fees, indemnities, costs, obligations and liabilities of the Company from time to time under or
in connection with the Notes; and (iii) all amounts (including but not limited to post- petition interest) in respect of the
foregoing that would be payable but for the fact that the obligations to pay such amounts are unenforceable or not allowable
due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company.






    	 	26	 



    	 



    

 


 





 


(f)
"Pledged Interests" shall have the meaning ascribed to such term in Section 4(j).


 


(g)
"Pledged Securities" shall have the meaning ascribed to such term in Section 4(i).


 


(h)
"UCC" means the Uniform Commercial Code of the State of Connecticut and or any other applicable law of any state
or states which has jurisdiction with respect to all, or any portion of, the Collateral or this Agreement, from time to time.
It is the intent of the parties that defined terms in the UCC should be construed in their broadest sense so that the term "Collateral"
will be construed in its broadest sense. Accordingly if there are, from time to time, changes to defined terms in the UCC that
broaden the definitions, they are incorporated herein and if existing definitions in the UCC are broader than the amended definitions,
the existing ones shall be controlling.


2. Grant of Security Interest in Collateral. As an inducement for the Secured Parties to participate in the Offering
and to purchase the Units consisting of the Notes and to secure the complete and timely payment, performance and discharge in full,
as the case may be, of all of the Obligations, the Company hereby unconditionally and irrevocably pledges, grants and hypothecates
to the Secured Parties a security interest in and to, a lien upon and a right of set-off against all of their respective right,
title and interest of whatsoever kind and nature in and to, the Collateral (a "Security Interest" and,
collectively, the "Security Interests").





3. Delivery
of Certain Collateral. No later than ten (10) days following the execution of this Agreement, the Company shall deliver
or cause to be delivered to the Agent (a) any and all certificates and other instruments representing or evidencing the Pledged
Securities, and (b) any and all certificates and other instruments or documents representing any of the other Collateral, in each
case, together with all Necessary Endorsements.


 


       4. Representations,
Warranties, Covenants and Agreements of the Debtors. Except as set forth under the corresponding section of the
disclosure schedules delivered to the Secured Parties concurrently herewith (the "Disclosure Schedules"),
which Disclosure Schedules shall be deemed a part hereof, the Company represents and warrants to, and covenants and agrees
with, the Secured Parties as follows:





(a)
The Company has the requisite corporate power and authority to enter into this Agreement and otherwise to carry out its
obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the filings contemplated
herein have been duly authorized by all necessary action on the part of the Company and no further action is required by the
Company. This Agreement has been duly executed by the Company and constitutes the legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization and similar laws of general application relating to or affecting the rights
and remedies of creditors and by general principles of equity.





(b)
The Company has no place of business or offices where its books of account and records are kept (other than temporarily at
the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule
A attached hereto. Except as disclosed on Schedule A. none of such Collateral is in the possession of any
consignee, bailee, warehouseman, agent or processor.





(c)
Except as set forth on Schedule B attached hereto, the Company is the sole owner of the Collateral (except for
non-exclusive licenses granted by the Company in the ordinary course of business), free and clear of any liens, security
interests, encumbrances, rights or claims, and is fully authorized to grant the Security Interests.


 



    	 	27	 



    	 



    




(d)
No written claim has been received that any Collateral or the Company's use of any Collateral violates the rights of any
third party. There has been no adverse decision to the Company’s claim of ownership rights in or exclusive rights to
use the Collateral in any jurisdiction or to the Company’s right to keep and maintain such Collateral in full force and
effect, and there is no proceeding involving said rights pending or, to the best knowledge of the Company, threatened before
any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority.





(e)
The Company shall at all times maintain its books of account and records relating to the Collateral at its principal place of
business and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books
of account and records or tangible Collateral unless it delivers to the Secured Parties at least 30 days prior to such
relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and
(ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded
and other steps have been taken to perfect the Security Interests to create in favor of the Secured Parties a valid,
perfected and continuing perfected first priority lien in the Collateral.





(f)
This Agreement creates in favor of the Secured Parties a valid security interest in the Collateral securing the payment and
performance of the Obligations. Upon making the filings described in the immediately following paragraph, all security
interests created hereunder in any Collateral which may be perfected by filing Uniform Commercial Code financing statements
shall have been duly perfected. Except for the filing of the Uniform Commercial Code financing statements referred to in the
immediately following paragraph, the execution and delivery of deposit account control agreements satisfying the requirements
of Section 9-104(a)(2) of the UCC with respect to each deposit account of the Company, and the delivery of the certificates
and other instruments provided in Section 3, no action is necessary to create, perfect or protect the security interests
created hereunder. Without limiting the generality of the foregoing, except for the filing of said financing statements and
the execution and delivery of said deposit account control agreements, no consent of any third parties and no authorization,
approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for
(i) the execution, delivery and performance of this Agreement, (ii) the creation or perfection of the Security Interests
created hereunder in the Collateral or (iii) the enforcement of the rights of the Agent and the Secured Parties
hereunder.





(g)
The Company hereby authorizes the Agent to file one or more financing statements under the UCC, with respect to the Security
Interests, with the proper filing and recording agencies in any jurisdiction deemed proper by it.





(h)
The execution, delivery and performance of this Agreement by the Company does not (i) violate any of the provisions of any of
its charter documents or any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable
law, rule or regulation applicable to the Company or (ii) conflict with, or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or
other instrument (evidencing the Company’s debt or otherwise) or other understanding to which the Company is a party or
by which any property or asset of the Company is bound or affected.





(i)
The capital stock and other equity interests listed on Schedule H hereto (the "Pledged Securities")
represent all capital stock and other equity interests owned, directly or indirectly, by the Company. All of the Pledged
Securities are validly issued, fully paid and non-assessable, and the Company is the legal and beneficial owner of the
Pledged Securities, free and clear of any lien, security interest or other encumbrance except for the security interests
created by this Agreement.





(j)
The ownership and other equity interests in partnerships and limited liability companies (if any) included in the Collateral
(the "Pledged Interests") by their express terms do not provide that they are securities governed by Article
8 of the UCC and are not held in a securities account or by any financial intermediary.






    	 	28	 



    	 



    

 


(k)
The Company shall at all times maintain the liens and Security Interests provided for hereunder as valid and perfected first
priority liens and security interests in the Collateral in favor of the Secured Parties until this Agreement and the Security
Interest hereunder shall be terminated pursuant to Section 14 hereof. The Company hereby agrees to defend the same against
the claims of any and all persons and entities. The Company shall safeguard and protect all Collateral for the account of the
Secured Parties. At the request of the Agent, the Company will sign and deliver to the Agent on behalf of the Secured Parties
at any time or from time to time one or more financing statements pursuant to the UCC in form reasonably satisfactory to the
Agent and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Agent to be,
necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the
foregoing, the Company shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security
Interests hereunder, and the Company shall obtain and furnish to the Agent from time to time, upon demand, such releases
and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interests
hereunder.





(l)
The Company will not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral
(except for non-exclusive licenses granted by the Company in its ordinary course of business and sales of inventory by the
Company in its ordinary course of business) without the prior written consent of a Majority in Interest; provided, however,
that the Company may sell certain equipment that is not used in connection with its business provided the amount of such
equipment does not exceed $100,000.





(m)
The Company shall keep and preserve its equipment, inventory and other tangible Collateral in good condition, repair and
order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from
insurance coverage.





(n)
The Company shall permit the Agent and its representatives and agents to inspect the Collateral during normal business hours
and upon reasonable prior notice, and to make copies of records pertaining to the Collateral as may be reasonably requested
by the Agent from time to time.





(o)
The Company shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any
rights, claims, causes of action and accounts receivable in respect of the Collateral.





(p)
The Company will not change its name, type of organization, jurisdiction of organization, organizational identification
number (if it has one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at least
30 days prior written notice to the Secured Parties of such change and, at the time of such written notification, the Company
provides any financing statements or fixture filings necessary to perfect and continue the perfection of the Security
Interests granted and evidenced by this Agreement.





(q)
Except in the ordinary course of business, the Company may not consign any of its inventory or sell any of its inventory on
bill and hold, sale or return, sale on approval, or other conditional terms of sale without the consent of the Agent which
shall not be unreasonably withheld.






    	 	29	 



    	 



    

 





(r)
The Company shall not relocate its chief executive office to a new location without providing 30 days prior written
notification thereof to the Secured Parties and so long as, at the time of such written notification, the Company provides
any financing statements or fixture filings necessary to perfect and continue the perfection of the Security Interests
granted and evidenced by this Agreement.





(s)
At any time and from time to time that any Collateral consists of instruments, certificated securities or other items that
require or permit possession by the secured party to perfect the security interest created hereby, the Company shall deliver
such Collateral to the Agent.





(t)
The Company, in its capacity as issuer, hereby agrees to comply with any and all orders and instructions of Agent regarding
the Pledged Interests consistent with the terms of this Agreement without the further consent of the Company as contemplated
by Section 8-106 (or any successor section) of the UCC. Further, the Company agrees that it shall not enter into a similar
agreement (or one that would confer "control" within the meaning of Article 8 of the UCC) with any other person or
entity.





(u)
The Company shall cause all tangible chattel paper constituting Collateral to be delivered to the Agent, or, if such
delivery is not possible, then to cause such tangible chattel paper to contain a legend noting that it is subject to the
security interest created by this Agreement. To the extent that any Collateral consists of electronic chattel paper, the
Company shall cause the underlying chattel paper to be "marked" within the meaning of Section 9-105 of the UCC (or
successor section thereto).





(v)
If there is any investment property or deposit account included as Collateral that can be perfected by "control"
through an account control agreement, the Company shall cause such an account control agreement, in form and substance in
each case satisfactory to the Agent, to be entered into and delivered to the Agent for the benefit of the Secured
Parties.





(w)
To the extent that any Collateral consists of letter-of-credit rights, the Company shall cause the issuer of each underlying
letter of credit to consent to an assignment of the proceeds thereof to the Secured Parties.





(x)
To the extent that any Collateral is in the possession of any third party, the Company shall join with the Agent in notifying
such third party of the Secured Parties' security interest in such Collateral and shall use its best efforts to obtain an
acknowledgement and agreement from such third party with respect to the Collateral, in form and substance reasonably
satisfactory to the Agent.





(y)
If the Company shall at any time hold or acquire a commercial tort claim, the Company shall promptly notify the Secured
Parties in a writing signed by the Company of the particulars thereof and grant to the Secured Parties in such writing a
security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form
and substance satisfactory to the Agent.





(z)
The Company shall immediately provide written notice to the Secured Parties of any and all accounts which arise out of
contracts with any governmental authority and, to the extent necessary to perfect or continue the perfected status of the
Security Interests in such accounts and proceeds thereof, shall execute and deliver to the Agent an assignment of claims for
such accounts and cooperate with the Agent in taking any other steps required, in its judgment, under the Federal Assignment
of Claims Act or any similar federal, state or local statute or rule to perfect or continue the perfected status of the
Security Interests in such accounts and proceeds thereof.






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(aa)
The Company shall cause each subsidiary of the Company to immediately become a party hereto (an "Additional
Debtor"), by executing and delivering an Additional Debtor Joinder in substantially the form of Annex A attached
hereto and comply with the provisions hereof applicable to the Company. Concurrent therewith, the Additional Debtor shall
deliver replacement schedules for, or supplements to all other Schedules to (or referred to in) this Agreement, as
applicable, which replacement schedules shall supersede, or supplements shall modify, the Schedules then in effect. The
Additional Debtor shall also deliver such authorizing resolutions, good standing certificates, incumbency certificates,
organizational documents, financing statements and other information and documentation as the Agent may reasonably request.
Upon delivery of the foregoing to the Agent, the Additional Debtor shall be and become a party to this Agreement with the
same rights and obligations as the Company, for all purposes hereof as fully and to the same extent as if it were an original
signatory hereto and shall be deemed to have made the representations, warranties and covenants set forth herein as of the
date of execution and delivery of such Additional Debtor Joinder.





(bb)
The Company shall vote the Pledged Securities to comply with the covenants and agreements set forth herein and in the
Notes.


(cc)
In the event that, upon an occurrence of an Event of Default, Agent shall sell all or any of the Pledged Securities to
another party or parties (herein called the "Transferee") or shall purchase or retain all or any of the
Pledged Securities, the Company shall, to the extent applicable: (i) deliver to Agent or the Transferee, as the case may be,
the articles of incorporation, bylaws, minute books, stock certificate books, corporate seals, deeds, leases, indentures,
agreements, evidences of indebtedness, books of account, financial records and all other organizational documents and records
of the Company and their direct and indirect subsidiaries; (ii) use its best efforts to obtain resignations of the persons
then serving as officers and directors of the Company and their direct and indirect subsidiaries, if so requested; and (iii)
use its best efforts to obtain any approvals that are required by any governmental or regulatory body in order to permit the
sale of the Pledged Securities to the Transferee or the purchase or retention of the Pledged Securities by Agent and allow
the Transferee or Agent to continue the business of the Company and their direct and indirect subsidiaries. Such sale shall
be subject to Company's right of redemption in satisfaction of the Company's Obligations as provided in the Uniform
Commercial Code of California.





(dd)
Without limiting the generality of the other obligations of the Company hereunder, the Company, to the extent applicable,
shall promptly (i) cause to be registered at the United States Copyright Office all of its material copyrights, (ii) cause
the security interest contemplated hereby with respect to all Intellectual Property registered at the United States Copyright
Office or United States Patent and Trademark Office to be duly recorded at the applicable office, and (iii) give the Agent
notice whenever it acquires (whether absolutely or by license) or creates any additional material Intellectual Property.





(ee)
The Company will from time to time, at its own expense, promptly execute and deliver all such further instruments and
documents, and take all such further action as may be necessary or desirable, or as the Agent may reasonably request, in
order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Parties
to exercise and enforce their rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the
purposes of this Agreement.





(ff) Schedule
F attached hereto lists all of the patents, patent applications, trademarks, trademark applications,
registered copyrights, and domain names owned by the Company as of the date hereof. Schedule F lists all material
licenses in favor of the Company for the use of any patents, trademarks, copyrights and domain names as of the date hereof.
All material patents and trademarks of the Company have been duly recorded at the United States Patent and Trademark Office
and all material copyrights of the Company have been duly recorded at the United States Copyright Office.





5.
Effect of Pledge on Certain Rights. If any of the Collateral subject to this Agreement consists of nonvoting equity or
ownership interests (regardless of class, designation, preference or rights) that may be converted into voting equity or ownership
interests upon the occurrence of certain events (including, without limitation, upon the transfer of all or any of the other stock
or assets of the issuer), it is agreed that the pledge of such equity or ownership interests pursuant to this Agreement or the
enforcement of any of Agent's rights hereunder shall not be deemed to be the type of event which would trigger such conversion
rights notwithstanding any provisions in the organizational documents or agreements to which the Company is subject.






    	 	31	 



    	 



    

 


6.
Defaults. The following events shall be "Events of Default":





(a)
The occurrence of an Event of Default (as defined in the Notes) under the Notes;





(b)
Any representation or warranty of the Company in this Agreement shall prove to have been incorrect in any material respect
when made; or





(c)
The failure by the Company to observe or perform any of its material obligations hereunder for fifteen (15) days after
delivery to the Company of notice of such failure by or on behalf of a Secured Party unless such default is capable of cure
but cannot be cured within such time frame and the Company is using best efforts to cure same in a timely fashion.





7.
Duty To Hold In Trust.





(a)
Upon the occurrence of any Event of Default and at any time thereafter, the Company shall, upon receipt of any revenue,
income, dividend, interest or other sums subject to the Security Interests, whether payable pursuant to the Notes or
otherwise, or of any check, draft, note, trade acceptance or other instrument evidencing an obligation to pay any such sum,
hold the same in trust for the Secured Parties and shall forthwith endorse and transfer any such sums or instruments, or
both, to the Secured Parties, pro-rata in proportion to their respective then-currently outstanding principal amount of Notes
for application to the satisfaction of the Obligations (and if any Note is not outstanding, pro-rata in proportion to the
initial purchases of the remaining Notes).





(b)
If the Company shall become entitled to receive or shall receive any securities or other property (including, without
limitation, shares of Pledged Securities or instruments representing Pledged Securities acquired after the date hereof, or
any options, warrants, rights or other similar property or certificates representing a dividend, or any distribution in
connection with any recapitalization, reclassification or increase or reduction of capital, or issued in connection with any
reorganization of the Company or any of its direct or indirect subsidiaries) in respect of the Pledged Securities (whether as
an addition to, in substitution of, or in exchange for, such Pledged Securities or otherwise), the Company agrees to (i)
accept the same as the agent of the Secured Parties; (ii) hold the same in trust on behalf of and for the benefit of the
Secured Parties; and (iii) to deliver any and all certificates or instruments evidencing the same to Agent on or before the
close of business on the fifth business day following the receipt thereof by the Company, in the exact form received together
with the Necessary Endorsements, to be held by Agent subject to the terms of this Agreement as Collateral.





8.
Rights and Remedies Upon Default.





(a)
Upon the occurrence of any Event of Default and at any time thereafter, the Secured Parties, acting through the Agent, shall
have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Parties shall have
all the rights and remedies of a secured party under the UCC. Without limitation, the Agent, for the benefit of the Secured
Parties, shall have the following rights and powers:





(i)
The Agent shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and
assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same,
and the Company shall assemble the Collateral and make it available to the Agent at places which the Agent shall reasonably
select, whether at the Company's premises or elsewhere, and make available to the Agent, without rent, all of the
Company’s premises and facilities for the purpose of the Agent taking possession of, removing or putting the Collateral
in saleable or disposable form. The Agent shall be entitled to hold, maintain, preserve and prepare the Collateral for sale,
until disposed of, or may propose to retain the Collateral subject to Company's right of redemption in satisfaction of the
Company's Obligations as provided in the Uniform Commercial Code of California.






    	 	32	 



    	 



    

 





(ii)
Upon notice to the Company by Agent, all rights of the Company to exercise the voting and other consensual rights which it
would otherwise be entitled to exercise and all rights of the Company to receive the dividends and interest which it would
otherwise be authorized to receive and retain, shall cease. Upon such notice, Agent shall have the right to receive, for the
benefit of the Secured Parties, any interest, cash dividends or other payments on the Collateral and, at the option of Agent,
to exercise in such Agent's discretion all voting rights pertaining thereto. Without limiting the generality of the
foregoing, Agent shall have the right (but not the obligation) to exercise all rights with respect to the Collateral as it
were the sole and absolute owner thereof, including, without limitation, to vote and/or to exchange, at its sole discretion,
any or all of the Collateral in connection with a merger, reorganization, consolidation, recapitalization or other
readjustment concerning or involving the Collateral or the Company or any of its direct or indirect subsidiaries.





(iii)
The Agent shall have the right to operate the business of the Company using the Collateral and shall have the right to
assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or
otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such
parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Agent may
deem commercially reasonable, subject to Company's right of redemption in satisfaction of the Company's Obligations as
provided in the Uniform Commercial Code of California. Upon each such sale, lease, assignment or other transfer of
Collateral, the Agent, for the benefit of the Secured Parties, may, unless prohibited by applicable law which cannot be
waived, purchase all or any part of the Collateral being sold, subject to Company's right of redemption in satisfaction of
the Company's Obligations as provided in the Uniform Commercial Code of California.





(iv)
The Agent shall have the right (but not the obligation) to notify any account debtors and any obligors under instruments or
accounts to make payments directly to the Agent, on behalf of the Secured Parties, and to enforce the Company’s rights
against such account debtors and obligors.





(v)
The Agent, for the benefit of the Secured Parties, may (but is not obligated to) direct any financial intermediary or any
other person or entity holding any investment property to transfer the same to the Agent, on behalf of the Secured Parties,
or its designee.





(vi)
The Agent may (but is not obligated to) transfer any or all Intellectual Property registered in the name of the Company at
the United States Patent and Trademark Office and/or Copyright Office into the name of the Secured Parties or any designee or
any purchaser of any Collateral.





(b)
The Agent shall comply with any applicable law in connection with a disposition of Collateral and such compliance will not be
considered adversely to affect the commercial reasonableness of any sale of the Collateral. The Agent may sell the Collateral
without giving any warranties and may specifically disclaim such warranties. If the Agent sells any of the Collateral on credit,
the Company will only be credited with payments actually made by the purchaser. In addition, the Company waives any and all rights
that it may have to a judicial hearing in advance of the enforcement of any of the Agent's rights and remedies hereunder, including,
without limitation, its right following an Event of Default to take immediate possession of the Collateral and to exercise its
rights and remedies with respect thereto.





(c)
For the purpose of enabling the Agent to further exercise rights and remedies under this Section 8 or elsewhere provided by
agreement or applicable law, the Company hereby grants to the Agent, for the benefit of the Agent and the Secured Parties, an
irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Company) to use,
license or sublicense following an Event of Default, any Intellectual Property now owned or hereafter acquired by the
Company, and wherever the same may be located, and including in such license access to all media in which any of the licensed
items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.






    	 	33	 



    	 



    

 


 


9.  Applications
of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments
made on account of any insurance policy insuring any portion of the Collateral shall be applied first, to the expenses of retaking,
holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and
other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' fees and expenses incurred by the
Agent in enforcing the Secured Parties' rights hereunder and in connection with collecting, storing and disposing of the Collateral,
and then to satisfaction of the Obligations pro rata among the Secured Parties (based on then-outstanding principal amounts of
Notes at the time of any such determination), and to the payment of any other amounts required by applicable law, after which
the Secured Parties shall pay to the Company any surplus proceeds. To the extent permitted by applicable law, the Company waives
all claims, damages and demands against the Secured Parties arising out of the repossession, removal, retention or sale of the
Collateral, unless due solely to the gross- negligence or willful misconduct of the Secured Parties as determined by a final judgment
(not subject to further appeal) of a court of competent jurisdiction.


10.  Securities
Law Provision. The Company recognizes that Agent may be limited in its ability to effect a sale to the public of all
or part of the Pledged Securities by reason of certain prohibitions in the Securities Act of 1933, as amended, or other federal
or state securities laws (collectively, the "Securities Laws"), and may be compelled to resort to one or more
sales to a restricted group of purchasers who may be required to agree to acquire the Pledged Securities for their own account,
for investment and not with a view to the distribution or resale thereof. The Company agrees that sales so made may be at prices
and on terms less favorable than if the Pledged Securities were sold to the public, and that Agent has no obligation to delay
the sale of any Pledged Securities for the period of time necessary to register the Pledged Securities for sale to the public
under the Securities Laws. The Company shall cooperate with Agent in its attempt to satisfy any requirements under the Securities
Laws (including, without limitation, registration thereunder if requested by Agent) applicable to the sale of the Pledged Securities
by Agent.


 


11.  Costs
and Expenses. The Company agrees to pay all reasonable out-of-pocket fees, costs and expenses incurred in
connection with any filing required hereunder, including without limitation, any financing statements pursuant to the UCC,
continuation statements, partial releases and/or termination statements related thereto or any expenses of any searches
reasonably required by the Agent. The Company shall also pay all other claims and charges which in the reasonable opinion of
the Agent is reasonably likely to prejudice, imperil or otherwise affect the Collateral or the Security Interests therein.
The Company will also, upon demand, pay to the Agent the amount of any and all reasonable expenses, including the reasonable
fees and expenses of its counsel and of any experts and agents, which the Agent, for the benefit of the Secured Parties, may
incur in connection with the creation, perfection, protection, satisfaction, foreclosure, collection or enforcement of the
Security Interest and the preparation, administration, continuance, amendment or enforcement of this Agreement and pay to the
Agent the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any
experts and agents, which the Agent, for the benefit of the Secured Parties, and the Secured Parties may incur in connection
with (i) the enforcement of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other
realization upon, any of the Collateral, or (iii) the exercise or enforcement of any of the rights of the Secured Parties
under the Notes. Until so paid, any fees payable hereunder shall be added to the principal amount of the Notes and shall bear
interest at the Default Rate.


 


12. Responsibility
for Collateral. The Company assumes all liabilities and responsibility in connection with all Collateral, and the Obligations
shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Collateral or its unavailability
for any reason. Without limiting the generality of the foregoing, (a) neither the Agent nor any Secured Party (i) has any duty
(either before or after an Event of Default) to collect any amounts in respect of the Collateral or to preserve any rights relating
to the Collateral, or (ii) has any obligation to clean-up or otherwise prepare the Collateral for sale, and (b) the Company shall
remain obligated and liable under each contract or agreement included in the Collateral to be observed or performed by the Company
thereunder. Neither the Agent nor any Secured Party shall have any obligation or liability under any such contract or agreement
by reason of or arising out of this Agreement or the receipt by the Agent or any Secured Party of any payment relating to any of
the Collateral, nor shall the Agent or any Secured Party be obligated in any manner to perform any of the obligations of the Company
under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by
the Agent or any Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any
such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment
of any amounts which may have been assigned to the Agent or to which the Agent or any Secured Party may be entitled at any time
or times.






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13.
 Security Interests Absolute. All rights of the Secured Parties and all obligations of the Company hereunder, shall be absolute
and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes or any agreement entered
into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment
or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent
to any departure from the Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release
or nonperfection of any of the Collateral, or any release or amendment or waiver of or consent to departure from any other collateral
for, or any guarantee, or any other security, for all or any of the Obligations; (d) any action by the Secured Parties to obtain,
adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the
Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company,
or a discharge of all or any part of the Security Interests granted hereby. Until the Obligations shall have been paid and performed
in full, the rights of the Secured Parties shall continue even if the Obligations are barred for any reason, including, without
limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice
of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Collateral
or any payment received by the Secured Parties hereunder shall be deemed by final order of a court of competent jurisdiction to
have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall
be deemed to be otherwise due to any party other than the Secured Parties, then, in any such event, The Company’s obligations
hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof
and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms
and provisions hereof. The Company waives all right to require the Secured Parties to proceed against any other person or entity
or to apply any Collateral which the Secured Parties may hold at any time, or to marshal assets, or to pursue any other remedy.
The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.





14.  Term
of Agreement. This Agreement and the Security Interests shall terminate on the date on which the Notes have been indefeasibly
paid in full in accordance with the terms thereof, and all other Obligations have been paid or discharged; provided, however,
that all indemnities of the Company contained in this Agreement (including, without limitation, Annex B hereto) shall survive
and remain operative and in full force and effect regardless of the termination of this Agreement.





15.  Provisions
Herein Shall be Controlling. In the event of a conflict between any of the terms contained herein and in the Notes,
the terms contained in this Agreement shall prevail.





16.
 Power of Attorney; Further Assurances.





(a)
The Company authorizes the Agent, and does hereby make, constitute and appoint the Agent and its officers, agents,
successors or assigns with full power of substitution, as the Company’s true and lawful attorney-in-fact, with power,
in the name of the Agent or the Company, to, after the occurrence and during the continuance of an Event of Default, (i)
endorse any note, checks, drafts, money orders or other instruments of payment (including payments payable under or in
respect of any policy of insurance) in respect of the Collateral that may come into possession of the Agent; (ii) to sign and
endorse any financing statement pursuant to the UCC or any invoice, freight or express bill, bill of lading, storage or
warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other
documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any
time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and
sue for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any
Intellectual Property; and (vi) generally, at the option of the Agent, and at the expense of the Company, at any time, or
from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent
deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to
effect the intent of this Agreement and the Notes all as fully and effectually as the Company might or could do; and the
Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney
is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the
Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any
inconsistent provision in the organizational documents or other documents or agreements to which the Company is subject or to
which the Company is a party. Without limiting the generality of the foregoing, after the occurrence and during the
continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or
instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United
States Patent and Trademark Office and the United States Copyright Office.


 



    	 	35	 



    	 



    




(b)
On a continuing basis, the Company will make, execute, acknowledge, deliver, file and record, as the case may be, with the
proper filing and recording agencies in any jurisdiction, all such instruments, and take all such action as may reasonably be
deemed necessary or advisable, or as reasonably requested by the Agent, to perfect the Security Interests granted hereunder
and otherwise to carry out the intent and purposes of





(c)
this Agreement, or for assuring and confirming to the Agent the grant or perfection of a perfected security interest in all
the Collateral under the UCC.





(d)
The Company hereby irrevocably appoints the Agent as the Company's attorney-in-fact, with full authority in the place and
instead of the Company and in the name of the Company, from time to time in the Agent's discretion, to take any action and to
execute any instrument which the Agent may deem necessary or advisable to accomplish the purposes of this Agreement,
including the filing, in its sole discretion, of one or more financing or continuation statements and amendments thereto,
relative to any of the Collateral without the signature of the Company where permitted by law, which financing statements may
(but need not) describe the Collateral as "all assets" or "all personal property" or words of like
import, and ratifies all such actions taken by the Agent. This power of attorney is coupled with an interest and shall be
irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.





17.  Notices.
All notices, requests, demands and other communications hereunder shall be subject to the notice provision of the Subscription
Agreement.





18.  Other
Security. To the extent that the Obligations are now or hereafter secured by property other than the Collateral or
by the guarantee, endorsement or property of any other person, firm, corporation or other entity, then the Agent shall have the
right, in its sole discretion, to pursue, relinquish, subordinate, modify or take any other action with respect thereto, without
in any way modifying or affecting any of the Secured Parties' rights and remedies hereunder.





16.
 Appointment of Agent. The Secured Parties hereby appoint __________________ nto act as their agent
("Agent") for purposes of exercising any and all rights and remedies of the Secured Parties hereunder. Such
appointment shall continue until revoked in writing by a Majority in Interest, at which time a Majority in Interest shall
appoint a new Agent. The Agent shall have the rights, responsibilities and immunities set forth in Annex B hereto.





19.
 Miscellaneous.





(a)
No course of dealing between the Company and the Secured Parties, nor any failure to exercise, nor any delay in exercising,
on the part of the Secured Parties, any right, power or privilege hereunder or under the Notes shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other
or further exercise thereof or the exercise of any other right, power or privilege.





(b)
All of the rights and remedies of the Secured Parties with respect to the Collateral, whether established hereby or by the
Notes shall be cumulative and may be exercised singly or concurrently.






    	 	36	 



    	 



    

 





(c)
This Agreement, together with the exhibits and schedules hereto, contain the entire understanding of the parties with respect
to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such
matters, which the parties acknowledge have been merged into this Agreement and the exhibits and schedules hereto. No
provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the
case of an amendment, by the Company and the Secured Parties or, in the case of a waiver, by the party against whom
enforcement of any such waived provision is sought.





(d)
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or unenforceable.





(e)
No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a
continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the
exercise of any such right.





(f)
This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The
Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the
Majority in Interest (other than by merger). Any Secured Party may assign any or all of its rights under this Agreement to
any Person (as defined in the Purchase Agreement) to whom such Secured Party assigns or transfers any Obligations, provided
such transferee agrees in writing to be bound, with respect to the transferred Obligations, by the provisions of this
Agreement that apply to the "Secured Parties."





(g)
Each party shall take such further action and execute and deliver such further documents as may be necessary or appropriate
in order to carry out the provisions and purposes of this Agreement. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the
internal laws of the State of Connecticut, without regard to the principles of conflicts of law thereof. The Company agrees
that all proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this
Agreement and the Notes (whether brought against a party hereto or its respective affiliates, directors, officers,
shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting
in the City of Hartford, Connecticut. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts sitting in Hartford, Connecticut for the adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any
proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such proceeding is
improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any
such 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 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 manner permitted by 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
Agreement or the transactions contemplated hereby.


 






    	 	37	 



    	 



    

 


(h)
This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an
original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the
original thereof.





(i)
The Company shall indemnify, reimburse and hold harmless the Agent and the Secured Parties and their respective partners,
members, shareholders, officers, directors, employees and agents (and any other persons with other titles that have similar
functions) (collectively, "Indemnitees") from and against any and all losses, claims, liabilities, damages,
penalties, suits, costs and expenses, of any kind or nature, (including fees relating to the cost of investigating and
defending any of the foregoing) imposed on, incurred by or asserted against such Indemnitee in any way related to or arising
from or alleged to arise from this Agreement or the Collateral, except any such losses, claims, liabilities, damages,
penalties, suits, costs and expenses which result from the gross negligence or willful misconduct of the Indemnitee as
determined by a final, nonappealable decision of a court of competent jurisdiction. This indemnification provision is in
addition to, and not in limitation of, any other indemnification provision in the Notes.





(j)
Nothing in this Agreement shall be construed to subject Agent or any Secured Party to liability as a partner in the Company
or any if its direct or indirect subsidiaries that is a partnership or as a stockholder in the Company or any of its direct
or indirect subsidiaries that is a limited liability company, nor shall Agent or any Secured Party be deemed to have assumed
any obligations under any partnership agreement or limited liability company agreement, as applicable, of the Company or any
if its direct or indirect subsidiaries or otherwise, unless and until any such Secured Party exercises its right to be
substituted for the Company as a stockholder pursuant hereto.





(k)
To the extent that the grant of the security interest in the Collateral and the enforcement of the terms hereof require the
consent, approval or action of any partner or member, as applicable, of the Company or any direct or indirect subsidiary of
the Company or compliance with any provisions of any of the organizational documents, the Company hereby grants such consent
and approval and waives any such noncompliance with the terms of said documents.


 


[SIGNATURE PAGES FOLLOW]


 


 






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IN WITNESS WHEREOF, the parties hereto have
caused this Security Agreement to be duly executed on the day and year first above written.


 





 


	 	PROVISION HOLDING, INC.
	 	 
	 	By: 	
	 	 	Name:
Title:



  


 


Print name of Secured Party _____________________________


 


 


Signature of Secured Party: ______________________________


 


 






    	 	39	 



    	 



    

 


 


ANNEX A to


SECURITY AGREEMENT


 


 


FORM OF ADDITIONAL DEBTOR JOINDER


 


Security Agreement dated
as of _______________, 2016 made by Provision Holding, Inc.


 


and its subsidiaries party
thereto from time to time to and in favor of


 


the Secured Parties identified therein (the "Security
Agreement''")


 


Reference
is made to the Security Agreement as defined above; capitalized terms used herein and not otherwise defined herein shall have
the meanings given to such terms in, or by reference in, the Security Agreement.





The
undersigned hereby agrees that upon delivery of this Additional Debtor Joinder to the Secured Parties referred to above, the undersigned
shall (a) be an Additional Debtor under the Security Agreement, (b) have all the rights and obligations of the Company under the
Security Agreement as fully and to the same extent as if the undersigned was an original signatory thereto and (c) be deemed to
have made the representations and warranties set forth therein as of the date of execution and delivery of this Additional Debtor
Joinder. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE UNDERSIGNED SPECIFICALLY GRANTS TO THE SECURED PARTIES A SECURITY
INTEREST IN THE COLLATERAL AS MORE FULLY SET FORTH IN THE SECURITY AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE WAIVER OF JURY
TRIAL PROVISIONS SET FORTH THEREIN.





Attached
hereto are supplemental and/or replacement Schedules to the Security Agreement, as applicable.





An
executed copy of this Joinder shall be delivered to the Secured Parties, and the Secured Parties may rely on the matters set forth
herein on or after the date hereof. This Joinder shall not be modified, amended or terminated without the prior written consent
of the Secured Parties.


IN
WITNESS WHEREOF, the undersigned has caused this Joinder to be executed in the name and on behalf of the undersigned.





	 	[Name of Additional Debtor]	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	Address:	 



 


 





 



    	 	40	 



    	 



    




 


 


 


 


ANNEX B to


SECURITY AGREEMENT


THE
AGENT


 


1.
Appointment. The Secured Parties (all capitalized terms used herein and not otherwise defined shall have the respective
meanings provided in the Security Agreement to which this Annex B is attached (the "Agreement")), by their acceptance
of the benefits of the Agreement, hereby designate ____________________ (Agent") as the Agent to act as specified
herein and in the Agreement. Each Secured Party shall be deemed irrevocably to authorize the Agent to take such action on its
behalf under the provisions of the Agreement and any other Transaction Document (as such term is defined in the Subscription Agreement)
and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of
the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent may perform any
of its duties hereunder by or through its agents or employees.





2.
Nature of Duties. The Agent shall have no duties or responsibilities except those expressly set forth in the Agreement.
Neither the Agent nor any of its partners, members, shareholders, officers, directors, employees or agents shall be liable for
any action taken or omitted by it as such under the Agreement or hereunder or in connection herewith or therewith, be responsible
for the consequence of any oversight or error of judgment or answerable for any loss, unless caused solely by its or their gross
negligence or willful misconduct as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction.
The duties of the Agent shall be mechanical and administrative in nature; the Agent shall not have by reason of the Agreement
or any other Transaction Document a fiduciary relationship in respect of the Company or any Secured Party; and nothing in the
Agreement or any other Transaction Document, expressed or implied, is intended to or shall be so construed as to impose upon the
Agent any obligations in respect of the Agreement or any other Transaction Document except as expressly set forth herein and therein.





3.
Lack of Reliance on the Agent. Independently and without reliance upon the Agent, each Secured Party, to the extent it
deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs
of the Company and its subsidiaries in connection with such Secured Party's investment in the Company, the creation and continuance
of the Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in
connection therewith, and (ii) its own appraisal of the creditworthiness of the Company and its subsidiaries, and of the value
of the Collateral from time to time, and the Agent shall have no duty or responsibility, either initially or on a continuing basis,
to provide any Secured Party with any credit, market or other information with respect thereto, whether coming into its possession
before any Obligations are incurred or at any time or times thereafter. The Agent shall not be responsible to the Company or any
Secured Party for any recitals, statements, information, representations or warranties herein or in any document, certificate
or other writing delivered in connection herewith, or for the execution, effectiveness, genuineness, validity, enforceability,
perfection, collectibility, priority or sufficiency of the Agreement or any other Transaction Document, or for the financial condition
of the Company or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or
observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Document, or the financial
condition of the Company, or the value of any of the Collateral, or the existence or possible existence of any default or Event
of Default under the Agreement, the Notes or any of the other Transaction Documents.






    	 	41	 



    	 



    

 


 


4.
Certain Rights of the Agent. The Agent shall have the right to take any action with respect to the Collateral, on behalf
of all of the Secured Parties. To the extent practical, the Agent shall request instructions from the Secured Parties with respect
to any material act or action (including failure to act) in connection with the Agreement or any other Transaction Document, and
shall be entitled to act or refrain from acting in accordance with the instructions of a Majority in Interest; if such instructions
are not provided despite the Agent's request therefor, the Agent shall be entitled to refrain from such act or taking such action,
and if such action is taken, shall be entitled to appropriate indemnification from the Secured Parties in respect of actions to
be taken by the Agent; and the Agent shall not incur liability to any person or entity by reason of so refraining. Without limiting
the foregoing, (a) no Secured Party shall have any right of action whatsoever against the Agent as a result of the Agent acting
or refraining from acting hereunder in accordance with the terms of the Agreement or any other Transaction Document, and the Company
shall have no right to question or challenge the authority of, or the instructions given to, the Agent pursuant to the foregoing
and (b) the Agent shall not be required to take any action which the Agent believes (i) could reasonably be expected to expose
it to personal liability or (ii) is contrary to this Agreement, the Transaction Documents or applicable law.





5. Reliance. The
Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statement,
certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone
message signed, sent or made by the proper person or entity, and, with respect to all legal matters pertaining to the
Agreement and the other Transaction Documents and its duties thereunder, upon advice of counsel selected by it and upon all
other matters pertaining to this Agreement and the other Transaction Documents and its duties thereunder, upon advice of
other experts selected by it. Anything to the contrary notwithstanding, the Agent shall have no obligation whatsoever to any
Secured Party to assure that the Collateral exists or is owned by the Company or is cared for, protected or insured or that
the liens granted pursuant to the Agreement have been properly or sufficiently or lawfully created, perfected, or enforced or
are entitled to any particular priority.





6.
Indemnification. To the extent that the Agent is not reimbursed and indemnified by the Company, the Secured Parties will
jointly and severally reimburse and indemnify the Agent, in proportion to their initially purchased respective principal amounts
of Notes, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent
in performing its duties hereunder or under the Agreement or any other Transaction Document, or in any way relating to or arising
out of the Agreement or any other Transaction Document except for those determined by a final judgment (not subject to further
appeal) of a court of competent jurisdiction to have resulted solely from the Agent's own gross negligence or willful misconduct.
Prior to taking any action hereunder as Agent, the Agent may require each Secured Party to deposit with it sufficient sums as
it determines in good faith is necessary to protect the Agent for costs and expenses associated with taking such action.


7.
Resignation by the Agent





(a)      
The Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction
Documents at any time by giving 30 days' prior written notice (as provided in the Agreement) to the Company and the Secured Parties.
Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below.





(b)     
Upon any such notice of resignation, the Secured Parties, acting by a Majority in Interest, shall appoint a successor Agent
hereunder.






    	 	42	 



    	 



    

 





(c)   
If a successor Agent shall not have been so appointed within said 30- day period, the Agent shall then appoint a successor
Agent who shall serve as Agent until such time, if any, as the Secured Parties appoint a successor Agent as provided above. If
a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction
or may interplead the Company and the Secured Parties in a proceeding for the appointment of a successor Agent, and all fees,
including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith,
shall be payable by the Company on demand.





8.
Rights with respect to Collateral. Each Secured Party agrees with all other Secured Parties and the Agent (i) that it shall
not, and shall not attempt to, exercise any rights with respect to its security interest in the Collateral, whether pursuant to
any other agreement or otherwise (other than pursuant to this Agreement), or take or institute any action against the Agent or
any of the other Secured Parties in respect of the Collateral or its rights hereunder (other than any such action arising from
the breach of this Agreement) and (ii) that such Secured Party has no other rights with respect to the Collateral other than as
set forth in this Agreement and the other Transaction Documents. Upon the acceptance of any appointment as Agent hereunder by
a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under the Agreement. After
any retiring Agent's resignation or removal hereunder as Agent, the provisions of the Agreement including this Annex B shall inure
to its benefit as to any actions taken or omitted to be taken by it while it was Agent.


 


	 	Agent	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Provision Holding, Inc.	 
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Curt Thornton, CEO	 









 



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