EXHIBIT A


 


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


 


Original
Issue Date: May 21, 2013


Original
Conversion Price (subject to adjustment herein): $0.10


 


$425,000


 


MIMVI, INC.


OID CONVERTIBLE
NOTE


 


This Note is one of a
series of duly authorized and validly issued OID Convertible Notes of Mimvi, Inc., a Nevada corporation (the “Company”),
having its principal place of business at 440 North Wolfe Road, Sunnyvale, CA 94085, designated as its OID Convertible Note (this
note, the “Note” and,
collectively with the other notes of such series, the “Notes”).


 


FOR
VALUE RECEIVED, the Company promises to pay to the order of GEMINI MASTER FUND, LTD. or its registered assigns (the “Holder”),
or shall have paid pursuant to the terms hereunder, the principal sum of $425,000 on December 31, 2013 (subject to extension as
set forth in Section 6(b) below, the “Maturity
Date”) or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay
interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions
hereof.


 


The
Company’s obligations under this Note are guaranteed by the Company’s subsidiary(ies) pursuant to the Purchase Agreement.


 




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This
Note is subject to the following additional provisions:


 


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


 


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


 


“Business
Day” means any day except any Saturday, any Sunday, any day which shall be a federal legal holiday in the United
States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental
action to close.


 


“Change
of Control Transaction” means the occurrence after the date hereof of any of (i) an acquisition after the date
hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(l) promulgated under the Exchange Act)
of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise)
of in excess of 50% of the voting securities of the Company (other than by means of conversion or exercise of this Note and the
Securities issued together with this Note) or (ii) the Company merges into or consolidates with any other Person, or any Person
merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately
prior to such transaction own less than 50% of the aggregate voting power of the Company or the successor entity of such transaction,
or (iii) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company
immediately prior to such transaction own less than 50% of the aggregate voting power of the acquiring entity immediately after
the transaction, or (iv) a replacement at one time or within a three year period of more than one-half of the members of the Company’s
board of directors which is not approved by a majority of those individuals who are members of the board of directors on the date
hereof (or by those individuals who are serving as members of the board of directors on any date whose nomination to the board
of directors was approved by a majority of the members of the board of directors who are members on the date hereof), or (v) the
execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events
set forth in clauses (i) through (iv) above.


 




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“Conversion
Shares” means, collectively, the shares of Common Stock issued or issuable upon conversion of this Note in
accordance with the terms hereof, including without limitation shares of Common Stock
issued or issuable as interest or in payment of principal hereunder or as damages under the Transaction Documents.


 


“Note
Register” shall mean the Company’s register of the Notes.


 


“Mandatory
Default Amount” means the sum of (i) the greater of (A) 120% of the outstanding principal amount of this Note, plus
100% of accrued and unpaid interest hereon, or (B) the outstanding principal amount of this Note, plus all accrued and unpaid
interest hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either (a) demanded (if demand or
notice is required to create an Event of Default) or otherwise due or (b) paid in full, whichever has a lower Conversion Price,
multiplied by the VWAP on the date the Mandatory Default Amount is either (x) demanded or otherwise due or (y) paid in full, whichever
has a higher VWAP, and (ii) all other amounts, costs, expenses and liquidated damages due in respect of this Note.


 


“Most
Recent Balance Sheet” means a true and complete copy of the balance sheet of the Company as at March 31, 2013 prepared
in accordance with GAAP and disclosed in the Company’s Form 10-Q for the fiscal quarter ended on such date.


 


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


 


“Permitted
Indebtedness” means (a) the indebtedness evidenced by the Notes, (b) lease obligations and purchase money indebtedness
of up to $100,000, in the aggregate, incurred in connection with the acquisition of capital assets and lease obligations with respect
to newly acquired or leased assets, (c) indebtedness that (i) is expressly subordinate to the Note pursuant to a written subordination
agreement with the Purchasers that is acceptable to each Purchaser in its sole and absolute discretion and (ii) matures at a date
60 days later than the Maturity Date, (d) trade payables and other accounts payable of the Company incurred in the ordinary course
of business in accordance with GAAP and not evidenced by a promissory note or other security, and (e) indebtedness existing on
the date hereof and set forth on the Most Recent Balance Sheet, provided that (x) the terms of such indebtedness are not changed
from the terms in effect as of the Most Recent Balance Sheet date, and (y) any such indebtedness which is for borrowed money is
not due and payable until after April 30, 2014.


 


“Permitted
Lien” means the individual and collective reference to the following: (a) liens for taxes, assessments and other governmental
charges or levies not yet due or liens for taxes, assessments and other governmental charges or levies being contested in good
faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company)
have been established in accordance with GAAP; and (b) liens imposed by law which were incurred in the ordinary course of the Company’s
business, such as carriers’, warehousemen’s and mechanics’ liens, statutory landlords’ liens, and other similar liens arising in
the ordinary course of the Company’s business, and which (x) do not individually or in the aggregate materially detract from the
value of such property or assets or materially impair the use thereof in the operation of the business of the Company and its consolidated
subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing
for the foreseeable future the forfeiture or sale of the property or asset subject to such lien.


 






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“Purchase
Agreement” means the Securities Purchase Agreement pursuant to which this Note was issued, dated on or about the date
hereof, among the Company and the original purchasers of the Notes, as amended, modified or supplemented from time to time in
accordance with its terms.


 


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


 


“Trading
Day” means a day on which the principal Trading Market is open for business.


 


“Trading
Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market,
the New York Stock Exchange, the OTC Bulletin Board, or the OTC Markets QX Market.


 


“Transaction
Documents” shall have the meaning set forth in the Purchase Agreement.


 


“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed or quoted for trading as reported by Bloomberg
L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)); (b) if the Common Stock is
not then quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported on OTC Markets (f/k/a
“Pink Sheets, LLC) (or a similar organization or agency succeeding to its functions of reporting prices), the most recent
bid price per share of the Common Stock so reported; or (c) in all other cases, the fair market value of a share of Common Stock
as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company.


 


Section
2. Interest.


 


(a)Interest.
A one-time interest amount of eight percent (8%) of the original outstanding principal amount shall be applied and be deemed earned
in full on the Original Issue Date.


 


(b)Default
Interest. After an Event of Default occurs hereunder, interest on the outstanding principal balance of this Note shall accrue
daily hereunder at a rate equal to the lesser of 20% per annum or the maximum rate permitted by applicable law (“Default
Rate”) until this Note is paid in full.


 






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Section
3. Registration of Transfers and Exchanges.






 


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


 


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


 


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


 


Section
4. Conversion.


 


a)Voluntary
Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible,
in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the
conversion limitations set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice
of Conversion, the form of which is attached hereto as Annex
A (a “Notice of Conversion”),
specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such
date, the “Conversion Date”).
If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion
is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note
to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted.
Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the
applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date
of such conversion(s). In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative
in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason
of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount
of this Note may be less than the amount stated on the face hereof.


 


b)Conversion
Price. The “Conversion Price”
shall equal $0.10, which Conversion Price shall be subject to adjustment as provided in this Note.


 




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c)Conversion
Limitation - Holder’s Restriction on Conversion. The Company shall not effect any conversion of this Note, and the Holder
shall not have the right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth
on the applicable Notice of Conversion, the Holder (together with the Holder’s affiliates, and any other person or entity acting
as a group together with the Holder or any of the Holder’s affiliates) would beneficially own in excess of the Beneficial Ownership
Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned
by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with
respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon
(A) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates
and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation
on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes or the Warrants)
beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this
Section 4(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. To the extent that the limitation contained in this paragraph applies, the determination of whether this
Note is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal amount
of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be
deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder
together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership
Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers
a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company
shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group
status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. For purposes of this paragraph, in determining the number of outstanding shares of Common Stock, the Holder
may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (A) the Company’s most
recent periodic or annual report, as the case may be; (B) a more recent public announcement by the Company; or (C) a more recent
notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the
written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the
number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined
after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates
since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial
Ownership Limitation” shall be 4.9% of the number of shares of the Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder. By written notice to
the Company, the Holder may at any time and from time to time increase or decrease the Beneficial Ownership Limitation to any other
percentage specified in such notice (or specify that the Beneficial Ownership Limitation shall no longer be applicable), provided,
however, that any such increase (or inapplicability) shall not be effective until the sixty- first (61st) day after such notice
is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in
strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or
inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or
desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder
of this Note.


 




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d)
Mechanics of Conversion.


 


i.Conversion
Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion hereunder
shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted plus
any accrued but unpaid interest thereon, by (y) the Conversion Price.


 


ii.Delivery
of Certificate Upon Conversion. Not later than four Trading Days after each Conversion Date (the “Share
Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder a certificate or certificates
representing the number of Conversion Shares being acquired upon the conversion of this Note which, if issued after six months
following the Closing, shall be free of restrictive legends and trading restrictions representing the number of Conversion Shares
being acquired upon the conversion of this Note required to be delivered by the Company under this Section 4 electronically through
the Depository Trust Company or another established clearing corporation performing similar functions.


 


iii.Failure
to Deliver Certificates. If in the case of any Notice of Conversion such certificate(s) or shares are not delivered
to or as directed by the applicable Holder by the four Trading Day after the Conversion Date, the Holder shall be entitled to elect
by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion,
in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall
promptly return to the Company the Common Stock certificates representing the principal amount of this Note unsuccessfully tendered
for conversion to the Company.


 


iv.Obligation
Absolute: Partial Liquidated Damages. The Company’s obligations to issue and deliver the Conversion Shares upon conversion
of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the
Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any
Person or any action to enforce the same, or any setoff counterclaim, recoupment, limitation or termination, or any breach or alleged
breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder
or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the
Holder in connection with the issuance of such Conversion Shares; provided,
however, that such delivery shall
not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event the Holder of this
Note shall elect to convert any or all of the


 




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outstanding
principal amount hereof, the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated
with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court,
on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and
the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this
Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the
underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of
such injunction, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If the
Company fails for any reason to deliver to the Holder such certificate(s) or shares pursuant to Section 4(d)(ii) by the second
Trading Day after the Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty,
for each $1000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading
Day after such liquidated damages begin to accrue) for each Trading Day after such second Trading Day after the Share Delivery
Date until such certificates are delivered. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an
Event of Default pursuant to Section 8 hereof for the Company’s failure to deliver Conversion Shares within the period specified
herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder
from seeking to enforce damages pursuant to any other Section hereof or under applicable law.


 


v.Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available to the
Holder, if the Company fails for any reason to deliver to the Holder such certificate(s) or shares by the Share Delivery Date pursuant
to Section 4(d)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open
market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction
of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such
Share Delivery Date (a “Buy-In”),
then the Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder)
the amount by which (x) the Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased
exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from the
conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was
executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Note in
a principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common
Stock that would have


 




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been
issued if the Company had timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases
Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Note with
respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase
obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay
the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect
of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right
to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of
Common Stock upon conversion of this Note as required pursuant to the terms hereof.


 


vi.Reservation
of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of
its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Note and payment of
interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons
other than the Holder, not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions
set forth in the Purchase Agreement) be issuable (taking into account the adjustments of Section 5) upon the conversion of the
outstanding principal amount of this Note and payment of interest hereunder. The Company covenants that all shares of Common Stock
that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.


 


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


 


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


 




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Section
5. Certain Adjustments.


 


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


 


b)Subsequent
Rights Offerings. If the Company, at any time while the Note is outstanding, shall issue rights, options or warrants
to all holders of Common Stock (and not to Holders) entitling them to subscribe for or purchase shares of Common Stock at a price
per share that is lower than the VWAP on the record date referenced below, then the Conversion Price shall be multiplied by a fraction
of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or
warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator
shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number
of shares which the aggregate offering price of the total number of shares issued (assuming delivery to the Company in full of
all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall
be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination
of stockholders entitled to receive such rights, options or warrants.


 


c)Pro
Rata Distributions. If the Company, at any time while this Note is outstanding,
distributes to all holders of Common Stock (and not to the Holders) evidences of its indebtedness or assets (including cash
and cash dividends) or rights or warrants to subscribe for or purchase any security (other than the Common Stock, which shall be
subject to Section 5(b)), then in each such case the Conversion Price shall be adjusted by multiplying such Conversion Price in
effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a


 




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fraction
of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be
such VWAP on such record date less the then fair market value at such record date of the portion of such assets or evidence of
indebtedness so distributed applicable to 1 outstanding share of the Common Stock as determined by the Board of Directors of the
Company in good faith. In either case the adjustments shall be described in a statement delivered to the Holder describing the
portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to 1 share of Common Stock.
Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date
mentioned above.


 


d)
Fundamental Transaction. If, at
any time while this Note is outstanding, (A) the Company effects any merger or consolidation of the Company with or into another
Person, (B) the Company effects any sale of all or substantially all of its assets in one transaction or a series of related transactions,
(C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common
Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company effects any reclassification
of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged
for other securities, cash or property (in any such case, a “Fundamental
Transaction”), then, upon any subsequent conversion of this Note, the Holder shall have the right to receive, for
each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental
Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence
of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of 1 share of Common
Stock (the “Alternate Consideration”).
For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such
Alternate Consideration based on the amount of Alternate Consideration issuable in respect of 1 share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting
the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice
as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice
as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. To the extent
necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction
shall issue to the Holder a new Note consistent with the foregoing provisions and evidencing the Holder’s right to convert such
Note into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include
terms requiring any such successor or surviving entity to comply with the provisions of this Section 5(e) and insuring that this
Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.


 




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e)Calculations.
All calculations under this Section 5 shall be made to four decimal places or the nearest 1/100th of a share, as the case may be.
For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall
be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued and outstanding. For purposes
of this Section 5, the term Conversion Price shall include without limitation the Fixed Price and each VWAP used in determining
the Conversion Price such that such figures shall be adjusted accordingly upon any adjustment to the Conversion Price hereunder.


 


f)Notice
to the Holder.


 


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


 


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


 




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Section
6. Repayment.


 


a)The
Company may prepay all or any portion of this Note at any time, provided that the Company (i) delivers prior written notice to
the Holder electing such prepayment at least ten (10) days prior to the date of such prepayment (“Prepayment
Date”) and specifying the principal amount to be repaid (“Prepayment
Amount”), (ii) delivers such prepayment notice to all other holders of Notes electing to prepay all the Notes on
a pro rata basis based on the original principal amount of the Notes, and (iii) pays to the Holder, on the Prepayment Date, an
amount equal to 115% of the Prepayment Amount on the Prepayment Date, together with all interest accrued but unpaid through the
Prepayment Date on such Prepayment Amount so prepaid; provided, however, that the Holder may elect to convert such Prepayment Amount
in whole or in part at any time and from time to time prior to the Holder’s receipt of all amounts due hereunder on the Prepayment
Date.


 


b)So
long as no Event of Default has occurred and is continuing hereunder, in the event that the average of the highest ten (10) daily
VWAPs occurring during the fifteen (15) Trading Days immediately preceding the original Maturity Date hereunder equals or exceeds
$0.15 (as such figure shall be appropriately and equitably adjusted for stock splits, stock combinations and similar events), the
Maturity Date hereunder shall be automatically extended by three (3) months.


 


Section
7. Negative Covenants.
As long as any portion of this Note remains outstanding, unless the Holder shall have otherwise given prior written consent, the
Company shall not, and shall not permit any of its subsidiaries (whether or not a subsidiary on the Original Issue Date) to, directly
or indirectly:


 


a)other
than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money
of any kind, including but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter
acquired or any interest therein or any income or profits therefrom;


 


b)other
than Permitted Liens, enter into, create, incur, assume or suffer to exist any liens or security interests of any kind, on or with
respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;


 


c)issue
any shares of Common Stock in exchange for satisfaction or accord, in whole or in part, of any outstanding accounts payable obligations
of the Company, where such shares would be freely tradable (without restrictions, manner of sale obligations or reporting obligations)
by the recipient thereof (or any transferee thereof) prior to the date which is six (6) months following the date of issuance thereof,
whether pursuant to Section 3(a)(10) of the Securities Act or otherwise;


 




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d)amend
its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially
and adversely affects any rights of the Holder;


 


e)repay,
repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis
number of shares of its Common Stock or Common Stock Equivalents other than as to (a) the Conversion Shares or Warrant
Shares as permitted or required under the Transaction Documents and (b) repurchases of Common Stock or Common Stock Equivalents
of departing employees of the Company, provided that such repurchases shall not exceed an aggregate of $25,000 for all officers
and directors during the term of this Note;


 


f)repay,
repurchase or offer to repay, repurchase or otherwise acquire any indebtedness for borrowed money (except for the Notes in accordance
with the terms of the Notes and except for the Permitted Indebtedness described under clauses (a), (b) and (d) of the definition
thereof in accordance with the terms of such indebtedness as in effect on the date hereof), other than regularly scheduled principal
and interest payments as such terms are in effect as of the Closing date;


 


g)pay
cash dividends or distributions on any equity securities of the Company;


 


h)enter
into any transaction with any affiliate of the Company which would be required to be disclosed in any public filing with the Securities
and Exchange Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested
directors of the Company (even if less than a quorum otherwise required for board approval); or


 


i)enter
into any agreement with respect to any of the foregoing.


 


Section
8. Events of Default.


 


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


 


i.any
default in the payment of (A) the principal amount of any Note or (B) interest, liquidated damages and other amounts owing to a
Holder on any Note, as and when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or by
acceleration or otherwise) which default, solely in the case of an interest payment or other default under clause (B) above, is
not cured within 3 Trading Days;


 




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


 


iii.a
default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument)
shall occur under (A) any of the Transaction Documents or (B) any other material agreement, lease, document or instrument to which
the Company or any of its subsidiaries is obligated (and not covered by clause (vi) below);


 


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


 


v.the
Company or any subsidiary shall be subject to a Bankruptcy Event;


 


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


 


vii.if
at any time the Common Stock shall not be listed or quoted for trading on OTC Bulletin Board or another Trading Market and shall
not resume listing or quotation for trading thereon within five Trading Days;


 


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


 


ix.if
the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or, subject to permitted
extensions, has failed to file all reports required to be filed thereunder during the then preceding 12 months (or such
shorter period that the Company was required to file such reports);


 




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


 


xi.any
monetary judgment, writ or similar final process shall be entered or filed against the Company, any subsidiary or any of their
respective property or other assets for more than $50,000, and such judgment, writ or similar final process shall remain unvacated,
unbonded or unstayed for a period of 45 calendar days.


 


b)
Remedies Upon Event of Default.
If any Event of Default occurs, the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages
and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately
due and payable in cash at the Mandatory Default Amount. After the occurrence of any Event of Default, the interest rate on this
Note shall accrue at an interest rate equal to the lesser of 24% per annum or the maximum rate permitted under applicable law.
Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the
Company. In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any
presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period
enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration
may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder
of the Note until such time, if any, as the Holder receives full payment pursuant to this Section 8(b). No such rescission or annulment
shall affect any subsequent Event of Default or impair any right consequent thereon.


 


Section
9. Miscellaneous.


 


a) Notices.
Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without
limitation, any Notice of Conversion, shall be in writing and delivered personally, by email, by facsimile, or sent by a
nationally recognized overnight courier service, addressed to the Company, at the address set forth above or in the Purchase
Agreement, or such other email address or facsimile number or address as the Company may specify for such purpose by notice
to the Holder delivered in accordance with this Section 9. Any and all notices or other communications or deliveries to be
provided by the Company hereunder shall be in writing and delivered personally, by email, by facsimile, or sent by a
nationally recognized overnight courier service addressed to each Holder at the email address, facsimile number or address of
the Holder appearing on the books of the Company, or if no such email address, facsimile number or address appears, at the
principal place of business of the Holder. Any notice or other communication or deliveries hereunder shall be deemed given
and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via email or via
facsimile prior to 5:30 p.m. (New York City time) on a Trading Day, with electronic confirmation of such delivery, (ii) the
first Trading Day immediately following the date of transmission, if such notice or communication is delivered via email or
facsimile between 5:30 p.m. (New York City time) and 11:59 p.m. (New York City time) on any date, with electronic
confirmation of such delivery, (iii) the second Business Day following the date of mailing, if sent by U.S. nationally
recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.
The address, facsimile and email address for such notices and communications shall be as set forth on the signature pages
attached to the Purchase Agreement.


 






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


 


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


 


d)Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be
governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation,
enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party
hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state
and federal courts sitting in New York County, New York (the “New
York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York
Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or
discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the
jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. Each
party hereby irrevocably waives personal
service of process and consents
to process being served in any such
suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably
waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising
out of or relating to this Note or the transactions contemplated hereby. If either party shall commence an action or
proceeding to enforce any provisions of this Note, then the prevailing party in such action or proceeding shall be reimbursed
by the other party for its reasonable attorney’s fees and other costs and expenses reasonably incurred in the
investigation, preparation and prosecution of such action or proceeding.


 




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


 


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


 


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


 


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


 


i)Assumption.
Any successor to the Company or any surviving entity in a Fundamental Transaction shall (i) assume, prior to such Fundamental Transaction,
all of the obligations of the Company under this Note and the other Transaction Documents pursuant to written agreements in form
and substance satisfactory to the Holder (such approval not to be unreasonably withheld or delayed) and (ii) issue to the Holder
a new Note of such successor entity evidenced by a written instrument substantially similar in form and substance to this Note,
including, without limitation, having a principal amount and interest rate equal to the principal amount and the interest rate
of this Note and having similar ranking to this Note, which shall be satisfactory to the Holder (any such approval not to be unreasonably
withheld or delayed). The provisions of this Section 9(i) shall apply similarly and equally to successive Fundamental Transactions
and shall be applied without regard to any limitations of this Note.


 




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j)
Usury. To the extent it may lawfully
do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts
to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection
with any claim, action or proceeding that may be brought by the Holder in order to enforce any right or remedy hereunder. Notwithstanding
any provision to the contrary contained in any Transaction Document, it is expressly agreed and provided that the total liability
of the Company under the Transaction Documents for payments in the nature of interest shall not exceed the maximum lawful rate
authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate
of interest or default interest, or both of them, when aggregated with any other sums in the nature of interest that the Company
may be obligated to pay under the Transaction Documents exceed such Maximum Rate. It is agreed that if the maximum contract rate
of interest allowed by law and applicable to the Transaction Documents is increased or decreased by statute or any official governmental
action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable
to the Transaction Documents from the effective date forward, unless such application is precluded by applicable law. If under
any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Holder with respect to indebtedness
evidenced by the Transaction Documents, such excess shall be applied by the Holder to the unpaid principal balance of any such
indebtedness or be refunded to the Company, the manner of handling such excess to be at the Holder’s election.


 


k)
New York Civil Procedure Law and Rules Section
3213. This Note shall be deemed an unconditional obligation of the Company for the payment of money and, without limitation
to any other remedies of the Holder, may be enforced against the Company by summary proceeding pursuant to New York Civil Procedure
Law and Rules Section 3213 or any similar rule or statute in the jurisdiction where enforcement is sought. For purposes of such
rule or statute, any other document or agreement to which the Holder and the Company are parties or which the Company delivered
to the Holder, which may be convenient or necessary to determine the Holder’s rights hereunder or the Company’s obligations to
the Holder are deemed a part of this Note, whether or not such other document or agreement was delivered together herewith or was
executed apart from this Note.


 


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


 




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


 


	 	MIMVI,
    INC.
	 	 	 
	 	By:	/s/ Michael Poutre
	 	Name:	Michael Poutre
	 	Title:	CEO


 




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ANNEX
A


 


NOTICE
OF CONVERSION


 


The undersigned hereby elects to
convert principal under the OID Convertible
Note of MIMVI, INC., a Nevada corporation (the “Company”),
into shares of common stock (the “Common
Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common
Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable
with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance
therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.


 


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


 


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


 


	Conversion calculations:	 
	 	 
	 	Date to Effect Conversion:	 



 


	 	Principal Amount of Note to be Converted:	 



 


	 	Interest Accrued on Account 
	 	of Conversion at Issue:	 



 


	 	Number of shares of Common Stock to be issued:	 
	 	 



 


	 	Signature:	 



 


	 	Name:	 



 


	 	Address for Delivery of Common Stock Certificates:	 
	 	 
	 	 



 


	 	Or



 


	 	DWAC Instructions:



 


	 	Broker No:	 
	 	Account No:	 


 




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