THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE
STATE SECURITIES OR “BLUE SKY” LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS
OF COUNSEL IN COMPARABLE TRANSACTIONS THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION
S UNDER SAID ACT.


 


PIMI AGRO CLEANTECH, INC.


10% SECURED CONVERTIBLE DEBENTURE


DUE NOVEMBER 2, 2013


 


	May 2, 2013	$________


 


FOR VALUE RECEIVED,
PIMI AGRO CLEANTECH, INC., a Delaware corporation (hereinafter called the “Borrower”), hereby promises to
pay to the order of ______________ or his registered assigns (the “Holder”) the sum of $_________ (____________________US
dollars), upon the earlier to occur of (i) November 2, 2013, or (ii) the Borrower raises financing of at least $1,000,000 (one
million US dollars) (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the
rate of ten percent (10%) (the “Interest Rate”) per annum from May 2, 2013 (the “Issue Date”)
until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. Interest shall
commence accruing on the Issue Date, shall be computed on the basis of a 365-day year and the actual number of days elapsed and
shall be payable quarterly in arrears. All payments due hereunder (to the extent not converted into the common stock, $0.01 par
value per share, of the Borrower (the “Common Stock”) in accordance with the terms hereof) shall be made in
lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to
the Borrower by written notice made in accordance with the provisions of this Debenture. Whenever any amount expressed to be due
by the terms of this Debenture is due on any day which is not a business day, the same shall instead be due on the next succeeding
day which is a business day and, in the case of any interest payment date which is not the date on which this Debenture is paid
in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest
due on such date.


 




    	 



    	 



    

 


The following terms
shall apply to this Debenture:


 


Article
I. CONVERSION RIGHTS


 


1.1         Holder
Conversion Right.


 


(a)          The
Holder shall have the right from time to time, and at any time on or prior to the earlier of (i) the Maturity Date and (ii) the
date of payment of (i) the outstanding principal amount of this Debenture plus (ii) accrued and unpaid interest, if any,
due hereunder, to convert all or any part of the outstanding principal amount of this Debenture into fully paid and non-assessable
shares of Common Stock, at a conversion price equal to $1.00 per share (the “Conversion Price”), as specified
hereinafter (a “Conversion”).


 


(b)          The
number of shares of Common Stock to be issued upon each conversion of this Debenture shall be determined by dividing the Conversion
Amount (as defined below) by the Conversion Price as specified in the notice of conversion, in the form attached hereto as Exhibit
A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below;
provided that the Notice of Conversion is submitted by facsimile (or by other means resulting in, or reasonably expected to result
in, notice) to the Borrower on such conversion date (the “Conversion Date”). For the purposes hereof “Conversion
Amount” means, with respect to any conversion of this Debenture, the principal amount to be converted in such conversion
and any accrued and unpaid interest thereunder.


 


1.2         Authorized
Shares


 


The Borrower covenants
that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient
number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Debenture
(the “Reserved Amount”). The Borrower represents that upon issuance, such shares will be duly and validly issued,
fully paid and non-assessable.


 


If, at any time a Holder
of this Debenture submits a Notice of Conversion, and the Borrower does not have sufficient authorized but unissued shares of Common
Stock available to effect such conversion in accordance with the provisions of this Article I (a “Conversion Default”)
the Borrower shall issue to the Holder all of the shares of Common Stock which are then available to effect such conversion. The
portion of this Debenture which the Holder included in its Conversion Notice and which exceeds the amount which is then convertible
into available shares of Common Stock (the “Excess Amount”) shall, notwithstanding anything to the contrary
contained herein, not be convertible into Common Stock in accordance with the terms hereof until (and at the Holder’s option
at any time after) the date additional shares of Common Stock are authorized by the Borrower to permit such conversion. The Borrower
shall use its best efforts to authorize a sufficient number of shares of Common Stock as soon as practicable following the earlier
of (i) such time that the Holder notifies the Borrower or that the Borrower otherwise becomes aware that there are or likely will
be insufficient authorized and unissued shares to allow full conversion thereof and (ii) a Conversion Default.


 




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1.3         Method
of Conversion.


 


(a)          Mechanics
of Conversion. Subject to Section 1.3, this Debenture may be converted by the Holder in whole or in part at any time from
time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile or other reasonable
means of communication dispatched on the Conversion Date) and (B) subject to Section 1.3(b), surrendering this Debenture at
the principal office of the Borrower.


 


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


 


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


 


(d)          Delivery
of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission (or other reasonable
means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the
Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common
Stock issuable upon such conversion after such receipt (and, solely in the case of conversion of the entire unpaid principal amount
hereof, surrender of this Debenture) in accordance with the terms hereof.


 




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(e)          Obligation
of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed
to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of
accrued and unpaid interest on this Debenture shall be reduced to reflect such conversion, and, unless the Borrower defaults on
its obligations under this Article I, all rights with respect to the portion of this Debenture being so converted shall forthwith
terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion.
If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver
the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder
to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person
or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder
of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of
any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower
to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion
Date so long as the Notice of Conversion is received by the Borrower on such date.


 


(f)          Delivery
of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable
upon conversion, provided the Borrower’s transfer agent is participating in the Depository Trust Company (“DTC”)
Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the
provisions contained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent
to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime
Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system, if applicable.


 


1.4         Concerning
the Shares. The shares of Common Stock issuable upon conversion of this Debenture may not be sold or transferred unless
(i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent
shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions
of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant
to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or
a successor rule) (“Rule 144”). Each certificate for shares of Common Stock
issuable upon conversion of this Debenture shall bear a legend substantially in the following form, as appropriate:


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED
OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN
FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER
SAID ACT UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SAID ACT.”


 


The legend set forth
above shall be removed and the Borrower shall issue to the Holder a new certificate therefor free of any transfer legend if (i)
the Borrower or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions
of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made without registration
under the Act and the shares are so sold or transferred, (ii) such Holder provides the Borrower or its transfer agent with reasonable
assurances that the Common Stock issuable upon conversion of this Debenture (to the extent such securities are deemed to have been
acquired on the same date) can be sold pursuant to Rule 144 or (iii) in the case of the Common Stock issuable upon conversion of
this Debenture, such security is registered for sale by the Holder under an effective registration statement filed under the Act
or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that
can then be immediately sold.


 




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1.5         Trading
Market Limitations. If applicable as of the Conversion Date, unless permitted by the applicable rules and regulations of
the principal securities market on which the Common Stock is then listed or traded, if at all, in no event shall the Borrower issue
upon conversion of or otherwise pursuant to this Debenture more than the maximum number of shares of Common Stock that the Borrower
can issue pursuant to any rule of the principal United States securities market on which the Common Stock is then traded (the “Maximum
Share Amount”), which shall be 19.99% of the total shares outstanding on the Conversion Date, subject to equitable adjustment
from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common
Stock occurring after the date hereof. Once the Maximum Share Amount has been issued (the date of which is hereinafter referred
to as the “Maximum Conversion Date”).


 


1.6         Status
as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares,
if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount
or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of
such converted portion of this Debenture shall cease and terminate, excepting only the right to receive certificates for such shares
of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure
by the Borrower to comply with the terms of this Debenture. Notwithstanding the foregoing, if a Holder has not received certificates
for all shares of Common Stock prior to the tenth (10th) day after delivery of the Notice of Conversion with respect to a conversion
of any portion of this Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common
Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Debenture with respect to such unconverted
portions of this Debenture and the Borrower shall, as soon as practicable, return such unconverted Debenture to the Holder or,
if the Debenture has not been surrendered, adjust its records to reflect that such portion of this Debenture has not been converted.
In all cases, the Holder shall retain all of its rights and remedies for the Borrower’s failure to convert this Debenture.


 


Article
II. EVENTS OF DEFAULT


 


If any of the following
events of default (each, an “Event of Default”) shall occur:


 


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


 




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2.2         Conversion
and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens that it will
not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms
of this Debenture (for a period of at least sixty (60) days, if such failure is solely as a result of the circumstances governed
by Section 1.3 and the Borrower is using its best efforts to authorize a sufficient number of shares of Common Stock as soon as
practicable), fails to transfer or cause its transfer agent to transfer (electronically or in certificated form) any certificate
for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Debenture as and when required
by this Debenture, or fails to remove any restrictive legend (or to withdraw any stop transfer instructions in respect thereof)
on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Debenture
as and when required by this Debenture (or makes any announcement, statement or threat that it does not intend to honor the obligations
described in this paragraph) and any such failure shall continue uncured (or any announcement, statement or threat not to honor
its obligations shall not be rescinded in writing) for ten (10) days after the Borrower shall have been notified thereof in writing
by the Holder;


 


2.3         Breach
of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement
or certificate given in writing pursuant hereto or in connection herewith, shall be false or misleading in any material respect
when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder
with respect to this Debenture;


 


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


 


2.5         Bankruptcy.
Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any
law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower;


 


then, upon the occurrence
and during the continuation of any such Event of Default the Holder may, without further notice to the Borrower, declare the principal
amount of this Debenture at the time outstanding, together with accrued unpaid interest thereon, and all other amounts payable
under this Debenture to be forthwith due and payable, whereupon such principal, interest and all such amounts shall become and
be forthwith due and payable.


 


Article
III. MISCELLANEOUS


 


3.1         Guarantee
and Collateral. Pimi Agro Cleantech Ltd., an Israeli subsidiary of the Borrower (”Pimi Israel”), hereby guarantees
due and punctual payment and performance of this Debenture by the Borrower. Pimi Israel further agrees that its guarantee hereunder
constitutes a guarantee of payment when due (whether at the stated maturity, by acceleration or otherwise), and waives any right
to require that the Holder proceed against the Borrower. Furthermore, Pimi Israel’ guarantee herein shall be secured by a
security interest and pledge in Pimi Israel’ patents and/or patent applications, which security interest and pledge was granted
by Pimi Israel to the Holder, as memorialized and evidenced by that certain deed of pledge
dated May 2nd, 2013 (the "Deed of Pledge").


 


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


 




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3.3         Notices.
Any notice herein required or permitted to be given shall be in writing and may be personally served or delivered by courier or
sent by United States mail and shall be deemed to have been given upon receipt if personally served (which shall include telephone
line facsimile transmission) or sent by courier or three (3) days after being deposited in the United States mail, certified, with
postage pre-paid and properly addressed, if sent by mail. For the purposes hereof, the address of the Holder shall be as shown
on the records of the Borrower; and the address of the Borrower shall be 269 South Beverly Drive, Suite 1091, Beverly Hills, CA
90212. Both the Holder and the Borrower may change the address for service by service of written notice to the other as herein
provided.


 


3.4         Amendments.
This Debenture and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder.
The term “Debenture” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally
executed, or if later amended or supplemented, then as so amended or supplemented.


 


3.5         Assignability.
This Debenture shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder
and its successors and assigns. Each transferee of this Debenture must be an “accredited investor” (as defined in Rule
501(a) of the 1933 Act).


 


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


 


3.7         Governing
Law. THIS NOTE SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE BORROWER
HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK WITH RESPECT TO
ANY DISPUTE ARISING UNDER THIS NOTE, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING.
BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE
SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY
WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS NOTE SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS’
FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.


 




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


 


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


 


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK]


 


IN WITNESS WHEREOF,
Borrower has caused this Debenture to be signed in its name by its duly authorized officer this 2nd day of May, 2013.


 


	 	PIMI AGRO CLEANTECH, INC.
	 	 
	 	By:	 
	 	Name:
	 	Title:


 


	 	Agreed and Acknowledged:
	 	 
	 	PIMI AGRO CLEANTECH LTD.
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




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EXHIBIT A


 


NOTICE OF CONVERSION

(To be Executed by the Holder in order to Convert the Debenture)


 


The undersigned hereby
irrevocably elects to convert $__________ principal amount of the Debenture (as defined below) into shares of common stock, par
value $0.01 per share (“Common Stock”), of Pimi Agro Cleantech, Inc., a Delaware corporation (the “Borrower”)
according to the conditions of the Convertible Debenture of the Borrower dated as of May __, 2013 (the “Debenture”),
as of the date written below. If securities 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. No fee will be charged to
the Holder for any conversion, except for transfer taxes, if any. A copy of each Debenture is attached hereto (or evidence of loss,
theft or destruction thereof).


 


The Borrower shall electronically
transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with
DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).


 


Name of DTC Prime Broker: _______________________________________________________________


Account Number: ________________________________________________________________________


 


In lieu of receiving
shares of Common Stock issuable pursuant to this Notice of Conversion by way of a DWAC Transfer, the undersigned hereby requests
that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are
based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is
necessary, on an attachment hereto:


 


Name: _________________________________________________________________________________


Address: _______________________________________________________________________________


 


The undersigned represents
and warrants that all offers and sales by the undersigned of the securities issuable to the undersigned upon conversion of the
Debenture shall be made pursuant to registration of the securities under the Securities Act of 1933, as amended (the “Act”),
or pursuant to an exemption from registration under the Act.


 


Date of Conversion:___________________________


Applicable Conversion Price: $1.00


Number of Shares of Common Stock
to be Issued Pursuant to


Conversion of the Debenture:______________


Signature:___________________________________


Name:______________________________________


Address:____________________________________


 


The Borrower shall issue and deliver shares
of Common Stock to an overnight courier not later than three business days following receipt of the original Debenture(s) to be
converted, and shall make payments pursuant to the Debenture for the number of business days such issuance and delivery is late.


 




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