Exhibit 4.1


 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT, OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING,
THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY
THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 18(a)
HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE
LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 3(c)(iii) OF THIS NOTE. 


 


NXT-ID,
INC.


 


SENIOR
SECURED CONVERTIBLE NOTE 


 


	Issuance
Date: December ___, 2015 
	Original
Principal Amount: $__________



 


FOR
VALUE RECEIVED, Nxt-ID, Inc., a Delaware corporation (the “Company”), hereby promises to pay to ________________ or
its registered assigns (the “Holder”) in cash and/or in shares of Common Stock (as defined below) the amount set out
above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion, amortization
or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), on any Installment Date
with respect to the Installment Amount due on such Installment Date, acceleration, redemption or otherwise (in each case in accordance
with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate
from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether
upon an Interest Date (as defined below), any Installment Date, the Maturity Date, acceleration, conversion, redemption or otherwise
(in each case in accordance with the terms hereof). This Senior Secured Convertible Note (including all Senior Secured Convertible
Notes issued in exchange, transfer or replacement hereof, this “Note”) is one of an issue of Senior Secured Convertible
Notes issued pursuant to the Securities Purchase Agreement on any Closing Date (collectively, the “Notes” and such
other issued Senior Secured Convertible Notes, the “Other Notes”). Certain capitalized terms used herein are defined
in Section 29. 


 


(1)          PAYMENTS
OF PRINCIPAL; PREPAYMENT. On each Installment Date, the Company shall pay to the Holder an amount equal to the Installment Amount
due on such Installment Date in accordance with Section 8. On the Maturity Date, the Company shall pay to the Holder an amount
in cash representing all outstanding Principal, accrued and unpaid Interest and accrued and unpaid Late Charges (as defined in
Section 23(b)) on such Principal and Interest. The “Maturity Date” shall be December ___, 2016, as may be extended
at the option of the Holder (i) in the event that, and for so long as, an Event of Default (as defined in Section 4(a)) shall
have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) or any event shall have occurred
and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) that with the passage of time and the failure
to cure would result in an Event of Default and (ii) through the date that is ten (10) Business Days after the consummation of
a Change of Control in the event that a Change of Control is publicly announced or a Change of Control Notice (as defined in Section
5(b)) is delivered prior to the Maturity Date. Other than as specifically permitted by this Note, the Company may not prepay any
portion of the outstanding Principal, accrued and unpaid Interest or accrued and unpaid Late Charges on Principal and Interest,
if any.


 






     


     


    

 


(2)          INTEREST.


 


(a)          Interest
on this Note shall commence accruing on the Issuance Date at the Interest Rate on any outstanding Principal and shall be computed
on the basis of a 360-day year and twelve 30-day months and shall be payable in arrears for each calendar month on the 1st of
each subsequent calendar month (or if any such date falls on a Holiday, the next day that is not a Holiday), beginning on January
1, 2016 (each, an “Interest Date”), which interest shall be guaranteed. Interest shall be payable on each Interest
Date, to the record holder of this Note on the applicable Interest Date in shares of Common Stock (“Interest Shares”)
so long as there has been no Equity Conditions Failure during the period from the applicable Interest Notice Date (as defined
below) through the applicable Interest Date; provided, however, that the Company, at its option following written notice to the
Holder and each holder of Other Notes, may pay Interest on any Interest Date in cash (“Cash Interest”) or in a combination
of Cash Interest and Interest Shares. The Company shall deliver a written notice (each, an “Interest Election Notice”)
to the Holder and each holder of Other Notes on or prior to the applicable Interest Notice Due Date (the date such notice is delivered
to the Holder and all holders of Other Notes, the “Interest Notice Date”) which notice (i) either (a) confirms that
Interest to be paid on such Interest Date shall be paid entirely in Interest Shares, or (b) elects to pay Interest on such Interest
Date as Cash Interest or, provided that there is no Equity Conditions Failure, a combination of Cash Interest and Interest Shares
and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest, if any, that shall be paid
in Interest Shares which amounts, when added together, must at least equal the applicable Interest due on such Interest Date,
and (ii) if Interest is to be paid, in whole or in part, in Interest Shares, certifies that there has been no Equity Conditions
Failure as of such Interest Notice Date. If there is an Equity Conditions Failure as of the Interest Notice Date, then unless
the Company has elected to pay such Interest as Cash Interest, the applicable Interest Election Notice shall indicate that unless
the Holder waives the Equity Conditions Failure, the Interest shall be paid as Cash Interest. If the Company confirmed (or is
deemed to have confirmed by operation of this Section 2) the payment of the applicable Interest in Interest Shares, in whole or
in part, and if there was no Equity Conditions Failure as of the applicable Interest Notice Date (or is deemed to have certified
that there has been no Equity Conditions Failure in connection with such Interest payment in Interest Shares by operation of this
Section 2) but an Equity Conditions Failure occurred between the applicable Interest Notice Date and any time prior to the applicable
Interest Date (an “Interest Interim Period”), the Company shall provide the Holder a subsequent notice to that effect
indicating that unless the Holder waives the Equity Conditions Failure, the Interest shall be paid as Cash Interest. If there
is an Equity Conditions Failure (which is not waived in writing by the Holder) during such Interest Interim Period, then at the
option of the Holder, the Holder may require the Company to pay the amount of Interest payable on the applicable Interest Date
as Cash Interest. If any portion of Interest for a particular Interest Date shall be paid in Interest Shares, then on the applicable
Interest Date, the Company shall issue to the Holder, in accordance with Section 2(b), the applicable Interest Shares. All Interest
Shares shall be fully paid and nonassessable shares of Common Stock (rounded to the nearest whole share in accordance with Section
3(a)). If the Company does not timely deliver an Interest Election Notice in accordance with this Section 2(a), then the Company
shall be deemed to have delivered an irrevocable Interest Election Notice confirming the payment of Interest in Interest Shares
and shall be deemed to have certified that in connection with the delivery of Interest Shares on the applicable Interest Date
no Equity Conditions Failure has occurred. Except as expressly provided in this Section 2, the Company shall pay the applicable
Interest in Common Stock and/or cash to the Holder and all holders of Other Notes pursuant to this Section 2 and pursuant to the
corresponding provisions of the Other Notes in the same ratio of the Interest Shares and/or Cash Interest hereunder.


 






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(b)          When
any Interest Shares are to be paid on an Interest Date, the Company shall (i) (a) provided that the Company’s transfer agent
(the “Transfer Agent”) is participating in the Depository Trust Company (“DTC”) Fast Automated Securities
Transfer Program, credit such aggregate number of Interest Shares to which the Holder shall be entitled to the Holder’s
or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system, or (b) if the Transfer Agent
is not participating in the DTC Fast Automated Securities Transfer Program or if the Company does not have a transfer agent, issue
and deliver on the applicable Interest Date, to the address set forth in the register maintained by the Company for such purpose
pursuant to the Securities Purchase Agreement or to such address as specified by the Holder in writing to the Company at least
two (2) Business Days prior to the applicable Interest Date a certificate, registered in the name of the Holder or its designee,
for the number of Interest Shares to which the Holder shall be entitled, and (ii) with respect to each Interest Date, pay to the
Holder, in cash by wire transfer of immediately available funds, the amount of any Cash Interest.


 


(c)          Prior
to the payment of Interest on an Interest Date, Interest on this Note shall accrue at the Interest Rate and be payable by way
of inclusion of the Interest in the Conversion Amount (as defined in Section 3(b)(i)) on each Conversion Date (as defined in Section
3(c)(i)) in accordance with Section 3(c)(i) and on each Redemption Date in accordance with the provisions of this Note. From and
after the occurrence and during the continuance of an Event of Default, the Interest Rate shall be increased to eighteen percent
(18.0%) per annum. In the event that such Event of Default is subsequently cured, the adjustment referred to in the preceding
sentence shall cease to be effective as of the date of such cure; provided, that the Interest as calculated and unpaid at such
increased rate during the continuance of such Event of Default shall continue to apply to the extent relating to the days after
the occurrence of such Event of Default through and including the date of cure of such Event of Default; provided, further, that
for the purpose of this Section 2, such Event of Default shall not be deemed cured unless and until any accrued and unpaid Interest
shall be paid to the Holder, including, without limitation, Interest accrued at the increased rate of eighteen percent (18.0%)
per annum. The Company shall pay any and all taxes (other than the Holder’s income taxes) that may be payable with respect
to the issuance and delivery of shares of Common Stock as Interest pursuant to this Section 2.


 


(d)          Interest
Make Whole.  In the event that this Note is converted or redeemed (including via an Event of Default) prior to the Maturity
Date, the Company shall pay to the Holder, in addition to any other amounts then owed, in cash upon such conversion or redemption,
an amount in interest equal to the amount of interest that would otherwise have been payable if this Note had been held until
the Maturity Date.


 


(3)          CONVERSION
OF NOTES. At any time or times after the Issuance Date, this Note shall be convertible into shares of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”), on the terms and conditions set forth in this Section 3.


 


(a)          Conversion
Right. Subject to the provisions of Section 3(d), at any time or times on or after the Issuance Date, the Holder shall be entitled
to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable shares of Common Stock
in accordance with Section 3(c), at the Conversion Rate (as defined below). The Company shall not issue any fraction of a share
of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the
Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and all
transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon conversion
of any Conversion Amount.


 






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(b)          Conversion
Rate. The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to Section 3(a) shall be
determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”).


 


(i)          “Conversion
Amount” means the sum of (A) the portion of the Principal to be converted, amortized, redeemed or otherwise with respect
to which this determination is being made, (B) accrued and unpaid Interest with respect to such Principal and (C) accrued and
unpaid Late Charges, if any, with respect to such Principal and Interest.


 


(ii)          “Conversion
Price” means, as of any Conversion Date or other date of determination, the lesser of (a) $0.55 per share, subject to adjustment
as provided herein, and (b) from and after an Event of Default, 85% of the average of the five (5) lowest daily Weighted Average
Prices in the prior fifteen (15) Trading Days, until such Event of Default has been cured.


 


(c)          Mechanics
of Conversion.


 


(i)           Optional
Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder
shall (A) transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York time,
on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion
Notice”) to the Company and (B) if required by Section 3(c)(iii), surrender this Note to a common carrier for delivery to
the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the
case of its loss, theft or destruction). On or before the first (1st) Business Day following the date of receipt of a Conversion
Notice, the Company shall transmit by facsimile or electronic mail a confirmation of receipt of such Conversion Notice to the
Holder and the Transfer Agent. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice (the
“Share Delivery Date”), the Company shall (x) provided that the Transfer Agent is participating in the DTC Fast Automated
Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the
Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian system or (y) if the
Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as
specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares
of Common Stock to which the Holder shall be entitled. If this Note is physically surrendered for conversion as required by Section
3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted,
then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and
at its own expense, issue and deliver to the Holder a new Note (in accordance with Section 17(d)) representing the outstanding
Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this
Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date,
irrespective of the date such Conversion Shares are credited to the Holder’s account with DTC or the date of delivery of
the certificates evidencing such Conversion Shares, as the case may be. In the event that the Holder elects to convert a portion
of the Principal amount of this Note prior to any applicable Installment Date, the Conversion Amount so converted shall be deducted
in reverse order starting from the final Installment Amount to be paid hereunder on the final Installment Date, unless the Holder
otherwise indicates and allocates among any Installment Dates hereunder in the applicable Conversion Notice. 


 






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(ii)          Company’s
Failure to Timely Convert. If the Company shall fail on or prior to the Share Delivery Date to issue and deliver a certificate
to the Holder, if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, or credit the
Holder’s balance account with DTC, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer
Program, for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion
Amount (a “Conversion Failure”), then (A) the Company shall pay damages to the Holder for each Trading Day of such
Conversion Failure in an amount equal to 1.5% of the product of (1) the sum of the number of shares of Common Stock not issued
to the Holder on or prior to the Share Delivery Date and to which the Holder is entitled, and (2) any trading price of the Common
Stock selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date
and ending on the applicable Share Delivery Date and (B) the Holder, upon written notice to the Company, may void its Conversion
Notice with respect to, and retain or have returned, as the case may be, any portion of this Note that has not been converted
pursuant to such Conversion Notice; provided that the voiding of a Conversion Notice shall not affect the Company’s obligations
to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition
to the foregoing, if the Company shall fail on or prior to the Share Delivery Date to issue and deliver a certificate to the Holder,
if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, or credit the Holder’s
balance account with DTC, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, for the
number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount or
on any date of the Company’s obligation to deliver shares of Common Stock as contemplated pursuant to clause (y) below,
and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Stock to deliver
in satisfaction of a sale by the Holder of Common Stock issuable upon such conversion that the Holder anticipated receiving from
the Company (a “Buy-In”), then the Company shall, within three (3) Trading Days after the Holder’s request and
in the Holder’s discretion, either (x) pay cash to the Holder in an amount equal to the Holder’s total purchase price
(including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In
Price”), at which point the Company’s obligation to issue and deliver such certificate or credit the Holder’s
balance account with DTC for the shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of
the applicable Conversion Amount shall terminate, or (y) promptly honor its obligation to deliver to the Holder a certificate
or certificates representing such shares of Common Stock or credit the Holder’s balance account with DTC for such shares
of Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A)
such number of shares of Common Stock, times (B) any trading price of the Common Stock selected by the Holder in writing as in
effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Date.



 



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(iii)          Registration;
Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the names and addresses
of the holders of each Note and the Principal amount of the Notes (and stated interest thereon) held by such holders (the “Registered
Notes”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company
and the holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes,
including, without limitation, the right to receive payments of Principal and Interest, if any, hereunder, notwithstanding notice
to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale
on the Register. Upon its receipt of a request to assign or sell all or part of any Registered Note by a Holder, the Company shall
record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal
amount as the Principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section
17. Notwithstanding anything to the contrary in this Section 3(c)(iii), a Holder may assign any Note or any portion thereof to
an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company
and the recordation of such assignment or sale in the Register (a “Related Party Assignment”); provided, that (x)
the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request
to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning
or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality,
validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this
purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to
the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment
or sale in the Related Party Register. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion
of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company
unless (A) the full Conversion Amount represented by this Note is being converted or (B) the Holder has provided the Company with
prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender
of this Note. The Holder and the Company shall maintain records showing the Principal, Interest and Late Charges, if any, converted
and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as
not to require physical surrender of this Note upon conversion.


 


(iv)          Pro
Rata Conversion; Disputes. In the event that the Company receives a Conversion Notice from the Holder of this Note and one or
more holders of Other Notes for the same Conversion Date and the Company can convert some, but not all, of such portions of this
Note and the Other Notes submitted for conversion, the Company, subject to Section 3(d), shall convert for the Holder and each
holder of Other Notes electing to have this Note or the Other Notes converted on such date a pro rata amount of such holder’s
portion of the Note and its Other Notes submitted for conversion based on the Principal amount of this Note and the Other Notes
submitted for conversion on such date by such holder relative to the aggregate Principal amount of this Note and all Other Notes
submitted for conversion on such date. In the event of a dispute as to the number of shares of Common Stock issuable to the Holder
in connection with a conversion of this Note, the Company shall issue to the Holder the number of shares of Common Stock not in
dispute and resolve such dispute in accordance with Section 22.


 






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(d)          Limitations
on Conversions.


 


(i)          Beneficial
Ownership. The Company shall not effect the conversion of any portion 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 such conversion, the Holder together with the other
Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares
of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate
number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of
shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable
upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude shares
of Common Stock which would be issuable upon (i) conversion of the remaining, nonconverted portion of this Note beneficially owned
by the Holder or any of the other Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion
of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or
warrants, including the Other Notes) beneficially owned by the Holder or any other Attribution Party subject to a limitation on
conversion or exercise analogous to the limitation contained in this Section 3(d)(i). For purposes of this Section 3(d)(i), beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of
outstanding shares of Common Stock the Holder may acquire upon the conversion of the Note without exceeding the Maximum Percentage,
the Holder may rely on the number of outstanding shares of Common Stock as reflected in (i) the Company’s most recent Annual
Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case
may be, (ii) a more recent public announcement by the Company or (iii) any other written notice by the Company or the Transfer
Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If
the Company receives a Conversion Notice from a Holder at a time when the actual number of outstanding shares of Common Stock
is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of shares of
Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial
ownership, as determined pursuant to this Section 3(d)(i), to exceed the Maximum Percentage, the Holder must notify the Company
of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time,
upon the written or oral request of the Holder, the Company shall within one (1) Trading Day 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 and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event
that the issuance of shares of Common Stock to the Holder upon conversion of this Note results in the Holder and the other Attribution
Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares
of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s
and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”)
shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer
the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase
not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other
percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will
not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or
decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution
Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Note in excess
of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of
Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. The provisions of this paragraph shall be construed and implemented in
a manner otherwise than in strict conformity with the terms of this Section 3(d)(i) to the extent necessary to correct this paragraph
(or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained
in this Section 3(d)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The
limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Note. 


 






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(ii)          Principal
Market Regulation. The Company shall not be obligated to issue any shares of Common Stock pursuant to the terms of this Note,
and the Holder shall not have the right to receive pursuant to the terms of this Note any shares of Common Stock, if the issuance
of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue pursuant
to the terms of the Notes without breaching the Company’s obligations under the rules or regulations of the Principal Market
(the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (i) obtains the approval
of its stockholders as required by the applicable rules of the Principal Market for issuances of Common Stock in excess of such
amount or (ii) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion
shall be reasonably satisfactory to the Required Holders. Until such approval or written opinion is obtained, no purchaser of
the Notes pursuant to the Securities Purchase Agreement (the “Purchasers”) shall be issued in the aggregate, pursuant
to the terms of the Notes, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction,
the numerator of which is the Principal amount of Notes issued to such Purchaser pursuant to the Securities Purchase Agreement
on all Closing Dates and the denominator of which is the aggregate principal amount of all Notes issued to the Purchasers pursuant
to the Securities Purchase Agreement on all Closing Dates (with respect to each Purchaser, the “Exchange Cap Allocation”).
In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s Notes, the transferee shall be
allocated a pro rata portion of such Purchaser’s Exchange Cap Allocation, and the restrictions of the prior sentence shall
apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event
that any holder of Notes shall convert all of such holder’s Notes into a number of shares of Common Stock which, in the
aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange
Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange
Cap Allocations of the remaining holders of Notes on a pro rata basis in proportion to the aggregate principal amount of the Notes
then held by each such holder. In the event that the Company is prohibited from issuing any Conversion Shares for which a Conversion
Notice has been received as a result of the operation of this Section 3(d)(ii), then unless the Holder elects to void such conversion,
the Holder may require the Company to pay to the Holder within three (3) Trading Days of the attempted conversion, cash in exchange
for cancellation of the Conversion Amount that is subject to such Conversion Notice, at a price per share of Common Stock that
would have been issuable upon such conversion if this Section 3(d)(ii) were not in effect equal to the highest trading price of
the Common Stock in effect at any time during the period beginning on the applicable Conversion Date and ending on the date the
Company makes the payment provided for in this sentence.


 


(4)          RIGHTS
UPON EVENT OF DEFAULT.


 


(a)          Event
of Default. Each of the following events shall constitute an “Event of Default”:


 


(i)          the
failure of the applicable Registration Statement required to be filed pursuant to the Registration Rights Agreement to be filed
within the applicable time period specified in the Registration Rights Agreement or to be declared effective by the SEC on or
prior to the date that is sixty (60) days after the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement),
or, while the applicable Registration Statement is required to be maintained effective pursuant to the terms of the Registration
Rights Agreement, the effectiveness of the applicable Registration Statement lapses for any reason (including, without limitation,
the issuance of a stop order) or is unavailable to any holder of the Notes for sale of all of such holder’s Registrable
Securities in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a
period of ten (10) consecutive Trading Days or for more than an aggregate of thirty (30) Trading Days in any 365-day period (other
than days during an Allowable Grace Period (as defined in the Registration Rights Agreement));


 






    	 	8	 



     


    

 


(ii)          the
suspension from trading or failure of the Common Stock to be listed on an Eligible Market for a period of three (3) consecutive
Trading Days or for more than an aggregate of ten (10) Trading Days in any 365-day period;


 


(iii)         the
Company’s (A) failure to cure a Conversion Failure by delivery of the required number of shares of Common Stock within five
(5) Business Days after the applicable Conversion Date or (B) notice, written or oral, to the Holder or any holder of the Other
Notes, including by way of public announcement or through any of its agents, at any time, of its intention not to comply with
a request for conversion of this Note or any Other Notes into shares of Common Stock that is tendered in accordance with the provisions
of this Note or the Other Notes, other than pursuant to Section 3(d) (and analogous provisions under the Other Notes);


 


(iv)         at
any time following the fifth (5th) consecutive Business Day that the Holder’s Authorized Share Allocation is less than the
sum of 300% of the number of shares of Common Stock that the Holder would be entitled to receive upon a conversion of the full
Conversion Amount of this Note (without regard to any limitations on conversion set forth in Section 3(d) or otherwise);


 


(v)          the
Company’s failure to pay to the Holder any amount of Principal, Interest, Late Charges, Installment Amount or other amounts
when and as due under this Note (including, without limitation, the Company’s failure to pay any redemption, Installment
Amount, Late Charges or other amounts) or any other Transaction Document (as defined in the Securities Purchase Agreement) or
any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby
and thereby to which the Holder is a party, except, in the case of a failure to pay Interest and/or Late Charges when and as due,
in which case only if such failure continues for a period of at least an aggregate of three (3) Business Days;


 


(vi)         any
default under, redemption of or acceleration prior to maturity of any Indebtedness of the Company or any of its Subsidiaries aggregating
in excess of $200,000, other than with respect to this Note or any Other Notes;


 


(vii)        the
Company or any of its Subsidiaries, pursuant to or within the meaning of Title 11, U.S. Code, or any similar Federal, foreign
or state law for the relief of debtors (collectively, “Bankruptcy Law”), (A) commences a voluntary case, (B) consents
to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a receiver, trustee,
assignee, liquidator or similar official (a “Custodian”), (D) makes a general assignment for the benefit of its creditors
or (E) admits in writing that it is generally unable to pay its debts as they become due;


 


(viii)       a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company
or any of its Subsidiaries in an involuntary case, (B) appoints a Custodian of the Company or any of its Subsidiaries or (C) orders
the liquidation of the Company or any of its Subsidiaries;


 






    	 	9	 



     


    

 


(ix)         a
final judgment or judgments for the payment of money aggregating in excess of $200,000 are rendered against the Company or any
of its Subsidiaries and which judgments are not, within sixty (60) days after the entry thereof, bonded, discharged or stayed
pending appeal, or are not discharged within sixty (60) days after the expiration of such stay; provided, however, that any judgment
which is covered by insurance or an indemnity from a credit worthy party shall not be included in calculating the $200,000 amount
set forth above so long as the Company provides the Holder a written statement from such insurer or indemnity provider (which
written statement shall be reasonably satisfactory to the Holder) to the effect that such judgment is covered by insurance or
an indemnity and the Company will receive the proceeds of such insurance or indemnity within thirty (30) days of the issuance
of such judgment;


 


(x)          other
than as specifically set forth in another clause of this Section 4(a), the Company or any of its Subsidiaries breaches in any
material respect (except for any representation, warranty, covenant or other term or condition of any Transaction Document that
is qualified by materiality or Material Adverse Effect, with respect to which the Company or any of its Subsidiaries breaches
in any respect) any representation, warranty, covenant or other term or condition of any Transaction Document, except, in the
case of a breach of a covenant or other term or condition of any Transaction Document which is curable, only if such breach continues
for a period of at least an aggregate of five (5) Business Days;


 


(xi)         any
breach or failure in any respect to comply with either Sections 8 or 14 of this Note;


 


(xii)        the
Company or any Subsidiary shall fail to perform or comply with any covenant or agreement contained in the Security Agreement as
defined in the Securities Purchase Agreement) to which it is a party;


 


(xiii)       any
material provision of any Security Document (as determined by the Collateral Agent (as defined in the Security Documents)) shall
at any time for any reason (other than pursuant to the express terms thereof) cease to be valid and binding on or enforceable
against the Company or any Subsidiary intended to be a party thereto, or the validity or enforceability thereof shall be contested
by any party thereto, or a proceeding shall be commenced by the Company or any Subsidiary or any governmental authority having
jurisdiction over any of them, seeking to establish the invalidity or unenforceability thereof, or the Company or any Subsidiary
shall deny in writing that it has any liability or obligation purported to be created under any Security Document;


 


(xiv)      any
Security Document or any other security document, after delivery thereof pursuant hereto, shall for any reason fail or cease to
create a valid and perfected and, except to the extent permitted by the terms hereof or thereof, first priority Lien (as defined
in Section 14(c)) in favor of the Collateral Agent for the benefit of the holders of the Notes on any Collateral (as defined in
the Security Documents) purported to be covered thereby;


 


(xv)         any
bank at which any deposit account, blocked account, or lockbox account of the Company or any Subsidiary is maintained shall fail
to comply with any material term of any deposit account, blocked account, lockbox account or similar agreement to which such bank
is a party or any securities intermediary, commodity intermediary or other financial institution at any time in custody, control
or possession of any investment property of the Company or any Subsidiary shall fail to comply with any of the terms of any investment
property control agreement to which such Person is a party (it being understood that only accounts pursuant to which the Collateral
Agent has requested account control agreements should be subject to this clause (xv));


 






    	 	10	 



     


    

 


(xvi)         any
material damage to, or loss, theft or destruction of, any Collateral or a material amount of property of the Company, whether
or not insured, or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty which
causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities
at any facility of the Company or any Subsidiary, if any such event or circumstance could reasonably be expected to have a Material
Adverse Effect (as defined in the Securities Purchase Agreement);


 


(xvii)       a
false or inaccurate certification (including a false or inaccurate deemed certification) by the Company that the Equity Conditions
are satisfied or that there has been no Equity Conditions Failure or as to whether any Event of Default has occurred;


 


(xviii)      the
Company’s failure, within fifteen (15) days after the Initial Closing Date (as defined in the Securities Purchase Agreement),
to deliver to the Collateral Agent account control agreements in full force and effect, in form and substance satisfactory to
the Collateral Agent, duly executed by the Company and/or its Subsidiaries (as applicable) and such bank or financial institution
(as applicable), or enter into other arrangements in form and substance satisfactory to the Collateral Agent, with respect to
each of the Collection Account (as defined in the Securities Purchase Agreement), the Cash Balance Account (as defined in the
Securities Purchase Agreement) and each other account required under Section 5(i) of the Security Agreement; or


 


(ixx)        any
Event of Default (as defined in the Other Notes) occurs with respect to any Other Notes.


 


(b)          Redemption
Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within three
(3) Business Day deliver written notice thereof via facsimile or electronic mail and overnight courier (an “Event of Default
Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice and the
Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”)
all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to
the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require
the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed
by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) 115% of the Conversion
Amount being redeemed and (y) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing
(I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding
such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Notice, by (II) the lowest Conversion
Price in effect during such period (the “Event of Default Redemption Price”). Redemptions required by this Section
4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are
deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall
be deemed to be voluntary prepayments and any such prepayment shall not constitute a breach of Section (1) of this Note. Notwithstanding
anything to the contrary in this Section 4, but subject to Section 3(d), until the Event of Default Redemption Price (together
with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) (together with
any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. In the event
of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted in reverse order starting
from the final Installment Amount to be paid hereunder on the final Installment Date, unless the Holder otherwise indicates and
allocates among any Installment Dates hereunder in the applicable Event of Default Redemption Notice. The parties hereto agree
that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages
would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the
uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Event of Default
redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of
the Holder’s actual loss of its investment opportunity and not as a penalty. 


 






    	 	11	 



     


    

 


(c)
         Bleed-out. For every $500,000 of Notes, with respect to this Note, the Holder shall trade no more than the greater of (i)
$7,500 of Common Stock per Trading Day or (ii) 10% of the intra-day volume of the Common Stock. However, if the Common Stock closes
above $1.10 or an Event of Default occurs and is continuing, the foregoing restrictions shall be removed. If the Common Stock
subsequently closes below $1.10 or the Company cures any Event of Default, the foregoing restrictions shall be reinstated.


 


(5)          RIGHTS
UPON FUNDAMENTAL TRANSACTION AND CHANGE OF CONTROL.


 


(a)          Assumption.
The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity assumes in writing all
of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this
Section 5(a) pursuant to written agreements in form and substance satisfactory to the Required Holders and approved by the Required
Holders prior to such Fundamental Transaction, including agreements, if so requested by the Holder, to deliver to each holder
of Notes in exchange for such Notes a security of the Successor Entity evidenced by a written instrument substantially similar
in form and substance to the Notes, including, without limitation, having a principal amount and interest rate equal to the principal
amounts and the interest rates of the Notes then outstanding held by such holder, having similar conversion rights and having
similar ranking and security to the Notes, and satisfactory to the Required Holders and (ii) the Successor Entity (including its
Parent Entity) is a publicly traded corporation whose common capital stock is quoted on or listed for trading on an Eligible Market.
Any security issuable or potentially issuable to the Holder pursuant to the terms of this Note on the consummation of a Fundamental
Transaction shall be registered and freely tradable by the Holder without any restriction or limitation or the requirement to
be subject to any holding period pursuant to any applicable securities laws. No later than (i) thirty (30) days prior to the occurrence
or consummation of any Fundamental Transaction or (ii) if later, the first Trading Day following the date the Company first becomes
aware of the occurrence or potential occurrence of a Fundamental Transaction, the Company shall deliver written notice thereof
via facsimile or electronic mail and overnight courier to the Holder. Upon the occurrence or consummation of any Fundamental Transaction,
and it shall be a required condition to the occurrence or consummation of any Fundamental Transaction that, the Company and the
Successor Entity or Successor Entities, jointly and severally, shall succeed to, and the Company shall cause any Successor Entity
or Successor Entities to jointly and severally succeed to, and be added to the term “Company” under this Note (so
that from and after the date of such Fundamental Transaction, each and every provision of this Note referring to the “Company”
shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Company
and the Successor Entity or Successor Entities, jointly and severally, may exercise every right and power of the Company prior
thereto and shall assume all of the obligations of the Company prior thereto under this Note with the same effect as if the Company
and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company in this Note, and, solely
at the request of the Holder, if the Successor Entity and/or Successor Entities is a publicly traded corporation whose common
capital stock is quoted on or listed for trading on an Eligible Market, shall deliver (in addition to and without limiting any
right under this Note) to the Holder in exchange for this Note a security of the Successor Entity and/or Successor Entities evidenced
by a written instrument substantially similar in form and substance to this Note and convertible for a corresponding number of
shares of capital stock of the Successor Entity and/or Successor Entities (the “Successor Capital Stock”) equivalent
(as set forth below) to the shares of Common Stock acquirable and receivable upon conversion of this Note (without regard to any
limitations on the conversion of this Note) prior to such Fundamental Transaction (such corresponding number of shares of Successor
Capital Stock to be delivered to the Holder shall equal the greater of (I) the quotient of (A) the aggregate dollar value of all
consideration (including cash consideration and any consideration other than cash (“Non-Cash Consideration”), in such
Fundamental Transaction, as such values are set forth in any definitive agreement for the Fundamental Transaction that has been
executed at the time of the first public announcement of the Fundamental Transaction or, if no such value is determinable from
such definitive agreement, as determined in accordance with Section 22 with the term “Non-Cash Consideration” being
substituted for the term “Conversion Price”) that the Holder would have been entitled to receive upon the happening
of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental
Transaction, had this Note been converted immediately prior to such Fundamental Transaction or the record, eligibility or other
determination date for the event resulting in such Fundamental Transaction (without regard to any limitations on the conversion
of this Note) (the “Aggregate Consideration”) divided by (B) the per share Closing Sale Price of such corresponding
Successor Capital Stock on the Trading Day immediately prior to the consummation or occurrence of the Fundamental Transaction
and (II) the product of (A) the Aggregate Consideration and (B) the highest exchange ratio pursuant to which any stockholder of
the Company may exchange Common Stock for Successor Capital Stock) (provided, however, to the extent that the Holder’s right
to receive any such shares of publicly traded common stock (or their equivalent) of the Successor Entity would result in the Holder
and its other Attribution Parties exceeding the Maximum Percentage, if applicable, then the Holder shall not be entitled to receive
such shares to such extent (and shall not be entitled to beneficial ownership of such shares of publicly traded common stock (or
their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall
be held in abeyance for the Holder until such time or times, as its right thereto would not result in the Holder and its other
Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be delivered such shares to the
extent as if there had been no such limitation), and such security shall be satisfactory to the Holder, and with an identical
conversion price to the Conversion Price hereunder (such adjustments to the number of shares of capital stock and such conversion
price being for the purpose of protecting after the consummation or occurrence of such Fundamental Transaction the economic value
of this Note that was in effect immediately prior to the consummation or occurrence of such Fundamental Transaction, as elected
by the Holder solely at its option). Upon occurrence or consummation of the Fundamental Transaction, and it shall be a required
condition to the occurrence or consummation of such Fundamental Transaction that, the Company and the Successor Entity or Successor
Entities shall deliver to the Holder confirmation that there shall be issued upon conversion of this Note at any time after the
occurrence or consummation of the Fundamental Transaction, as elected by the Holder solely at its option, shares of Common Stock,
Successor Capital Stock or, in lieu of the shares of Common Stock or Successor Capital Stock (or other securities, cash, assets
or other property purchasable upon the conversion of this Note prior to such Fundamental Transaction), such shares of stock, securities,
cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights), which for purposes
of clarification may continue to be shares of Common Stock, if any, that the Holder would have been entitled to receive upon the
happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such
Fundamental Transaction, had this Note been converted immediately prior to such Fundamental Transaction or the record, eligibility
or other determination date for the event resulting in such Fundamental Transaction (without regard to any limitations on the
conversion of this Note), as adjusted in accordance with the provisions of this Note. The provisions of this Section 5(a) shall
apply similarly and equally to successive Fundamental Transactions. 


 






    	 	12	 



     


    

 


(b)          Redemption
Right. No sooner than twenty-five (25) days nor later than twenty (20) days prior to the consummation of a Change of Control,
but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile
or electronic mail and overnight courier to the Holder (a “Change of Control Notice”). At any time during the period
beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation
of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming
aware of a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading
Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change
of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption
Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing
to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed
by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) 115% of the Conversion
Amount being redeemed and (y) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing
(I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding
the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control
and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect
during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made
in accordance with the provisions of Section 12 and shall have priority to payments to stockholders in connection with a Change
of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction
to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything
to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any
interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) (together with any interest
thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. In the event of a partial
redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted in reverse order starting from the final
Installment Amount to be paid hereunder on the final Installment Date, unless the Holder otherwise indicates and allocates among
any Installment Dates hereunder in the applicable Change of Control Redemption Notice. The parties hereto agree that in the event
of the Company’s redemption of any portion of the Note under this Section 5(b), the Holder’s damages would be uncertain
and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the
availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Change of Control redemption premium
due under this Section 5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s
actual loss of its investment opportunity and not as a penalty. 


 






    	 	13	 



     


    

 


(6)          DISTRIBUTION
OF ASSETS; RIGHTS UPON ISSUANCE OF PURCHASE RIGHTS AND OTHER CORPORATE EVENTS.


 


(a)          Distribution
of Assets. If the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets)
to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution
of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement,
scheme of arrangement or other similar transaction) (the “Distributions”), then the Holder will be entitled to such
Distributions as if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note
(without taking into account any limitations or restrictions on the convertibility of this Note) immediately prior to the date
on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common
Stock are to be determined for such Distributions (provided, however, that to the extent that the Holder’s right to participate
in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the
Holder shall not be entitled to participate in such Distribution to such extent (and shall not be entitled to beneficial ownership
of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to such extent) and the portion of
such Distribution shall be held in abeyance for the Holder until such time or times as its right thereto would not result in the
Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted
such rights (and any rights under this Section 6(a) on such initial rights or on any subsequent such rights to be held similarly
in abeyance) to the same extent as if there had been no such limitation).


 


(b)          Purchase
Rights. If at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants,
securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”),
then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights
which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete conversion
of this Note (without taking into account any limitations or restrictions on the convertibility of this Note) immediately prior
to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken,
the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase
Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result
in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate
in such Purchase Right to such extent (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result
of such Purchase Right (and beneficial ownership) to such extent) and such Purchase Right to such extent shall be held in abeyance
for the Holder until such time or times as its right thereto would not result in the Holder and the other Attribution Parties
exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted,
issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same
extent as if there had been no such limitation).


 


(c)          Other
Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the occurrence or consummation
of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities, cash, assets
or other property with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall
make appropriate provision to ensure that, and any applicable Successor Entity or Successor Entities shall ensure that, and it
shall be a required condition to the occurrence or consummation of such Corporate Event that, the Holder will thereafter have
the right to receive upon conversion of this Note at any time after the occurrence or consummation of the Corporate Event, shares
of Common Stock or Successor Capital Stock or, if so elected by the Holder, in lieu of the shares of Common Stock (or other securities,
cash, assets or other property) purchasable upon the conversion of this Note prior to such Corporate Event (but not in lieu of
such items still issuable under Sections 6(a) and 6(b), which shall continue to be receivable on the Common Stock or on such shares
of stock, securities, cash, assets or any other property otherwise receivable with respect to or in exchange for shares of Common
Stock), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase
or subscription rights and any shares of Common Stock) which the Holder would have been entitled to receive upon the occurrence
or consummation of such Corporate Event or the record, eligibility or other determination date for the event resulting in such
Corporate Event, had this Note been converted immediately prior to such Corporate Event or the record, eligibility or other determination
date for the event resulting in such Corporate Event (without regard to any limitations on conversion of this Note). Provision
made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Required Holders. The
provisions of this Section 6 shall apply similarly and equally to successive Corporate Events.


 






    	 	14	 



     


    

 


(7)          RIGHTS
UPON ISSUANCE OF OTHER SECURITIES.


 


(a)          Adjustment
of Conversion Price upon Subdivision or Combination of Common Stock. If the Company at any time on or after the Subscription Date
subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately
reduced. If the Company at any time on or after the Subscription Date combines (by combination, reverse stock split or otherwise)
one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect
immediately prior to such combination will be proportionately increased.


 


(b)          Other
Events. If any event occurs of the type contemplated by the provisions of this Section 7 but not expressly provided for by such
provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with
equity features), then the Company’s Board of Directors will make an appropriate adjustment in the Conversion Price so as
to protect the rights of the Holder under this Note; provided, that no such adjustment will increase the Conversion Price as otherwise
determined pursuant to this Section 7.


 


(c)          Voluntary
Adjustment by Company. The Company may at any time during the term of this Note, with the prior written consent of the Required
Holders, reduce the then current Conversion Price to any amount and for any period of time deemed appropriate by the Board of
Directors of the Company.


 


(8)          COMPANY
CONVERSION OR REDEMPTION.


 


(a)          General.
On each applicable Installment Date, provided there has been no Equity Conditions Failure, the Company shall pay to the Holder
of this Note the Installment Amount due on such date by converting all or some of such Installment Amount into Common Stock, in
accordance with this Section 8 (a “Company Conversion”); provided, however, that the Company may, at its option following
notice to the Holder as set forth below, pay the Installment Amount by redeeming such Installment Amount in cash (a “Company
Redemption”) or by any combination of a Company Conversion and a Company Redemption so long as all of the outstanding applicable
Installment Amount due on any Installment Date shall be converted and/or redeemed by the Company on the applicable Installment
Date, subject to the provisions of this Section 8; provided, further, that the Company Conversion Price shall in no event be less
than $0.25. In the event the Company Conversion Price would be less than $0.25, the Company shall be required to pay the applicable
Installment Amount in cash. On or prior to the date which is the thirteenth (13th) Trading Day prior to each Installment Date
(each, an “Installment Notice Due Date”), the Company shall deliver written notice (each, a “Company Installment
Notice” and the date all of the holders receive such notice is referred to as the “Company Installment Notice Date”),
to each holder of Notes which Company Installment Notice shall (i) either (A) confirm that the applicable Installment Amount of
the Holder’s Note shall be converted to Common Stock in whole or in part pursuant to a Company Conversion (such amount to
be converted, the “Company Conversion Amount”) or (B) (1) state that the Company elects to redeem for cash, or is
required to redeem for cash in accordance with the provisions of the Notes, in whole or in part, the applicable Installment Amount
pursuant to a Company Redemption and (2) specify the portion (including Interest and Late Charges, if any, on such amount and
Interest) which the Company elects or is required to redeem pursuant to a Company Redemption (such amount to be redeemed, the
“Company Redemption Amount”) and the portion (including Interest and Late Charges, if any, on such amount and Interest,
if any) that is the Company Conversion Amount, which amounts, when added together, must at least equal the applicable Installment
Amount and (ii) if the Installment Amount is to be paid, in whole or in part, in Common Stock pursuant to a Company Conversion,
certify that the Equity Conditions have been satisfied as of the Company Installment Notice Date. Each Company Installment Notice
shall be irrevocable. If the Company does not timely deliver a Company Installment Notice in accordance with this Section 8, then
the Company shall be deemed to have delivered an irrevocable Company Installment Notice confirming a Company Conversion and shall
be deemed to have certified that the Equity Conditions in connection with any such conversion on the Company Installment Notice
Date and Installment Date have been satisfied. Except as expressly provided in this Section 8(a), the Company shall convert and/or
redeem the applicable Installment Amount of this Note pursuant to this Section 8 and the corresponding Installment Amounts of
the Other Notes pursuant to the corresponding provisions of the Other Notes in the same ratio of the Installment Amount being
converted and/or redeemed hereunder. The Company Conversion Amount (whether set forth in the Company Installment Notice or by
operation of this Section 8) shall be converted in accordance with Section 8(b) and the Company Redemption Amount shall be redeemed
in accordance with Section 8(c). Notwithstanding anything herein to the contrary, in the event of any partial conversion or redemption
of this Note, the Principal amount converted or redeemed shall be deducted in reverse order starting from the final Installment
Amount to be paid hereunder on the final Installment Date, unless the Holder otherwise indicates and allocates among any Installment
Dates hereunder in the applicable Conversion Notice or Redemption Notice, as applicable. 


 






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(b)          Mechanics
of Company Conversion. If the Company delivers a Company Installment Notice and confirms, or is deemed to have confirmed, in whole
or in part, a Company Conversion in accordance with Section 8(a), then on the applicable Installment Date, the Company shall,
or shall direct the Transfer Agent to, credit the Holder’s account with DTC (or if the Transfer Agent is not participating
in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder a certificate) for a number of shares of
Common Stock equal to the Installment Conversion Shares; provided, that the Equity Conditions have been satisfied (or waived in
writing by the Holder) on each day during the period commencing on such Company Installment Notice Date through the applicable
Installment Date. On the second (2nd) Trading Day immediately after the end of the Measuring Period, the Company shall deliver
a notice setting forth the calculation of the Installment Conversion Shares (and the calculation of the component parts of such
calculation) to the Holders. If an Event of Default occurs during the period from any Company Installment Notice Date through
the Installment Date, the Holder may elect an Event of Default Redemption in accordance with Section 4(b). All Installment Conversion
Shares shall be fully paid and nonassessable shares of Common Stock (rounded to the nearest whole share). If the Equity Conditions
are not satisfied as of the Company Installment Notice Date, then unless the Company has elected to redeem such Installment Amount,
the Company Installment Notice shall indicate that unless the Holder waives the Equity Conditions, the Installment Amount shall
be redeemed for cash. If the Company confirmed (or is deemed to have confirmed by operation of Section 8(a)) the conversion of
the applicable Company Conversion Amount, in whole or in part, and there was no Equity Conditions Failure as of the applicable
Company Installment Notice Date (or is deemed to have certified that the Equity Conditions in connection with any such conversion
have been satisfied by operation of Section 8(a)) but an Equity Conditions Failure occurred between the applicable Company Installment
Notice Date and any time through the applicable Installment Date (the “Interim Installment Period”), the Company shall
provide the Holder a subsequent notice to that effect. If the Equity Conditions are not satisfied (or waived in writing by the
Holder) during such Interim Installment Period, then at the option of the Holder designated in writing to the Company, the Holder
may require the Company to do either one or both of the following: (i) the Company shall redeem all or any part designated by
the Holder of the Company Conversion Amount (such designated amount is referred to as the “First Redemption Amount”)
on such Installment Date and the Company shall pay to the Holder on such Installment Date, by wire transfer of immediately available
funds, an amount in cash equal to 115% of such First Redemption Amount and/or (ii) the Company Conversion shall be null and void
with respect to all or any part designated by the Holder of the unconverted Company Conversion Amount and the Holder shall be
entitled to all the rights of a holder of this Note with respect to such amount of the Company Conversion Amount; provided, however,
that the Conversion Price for such unconverted Company Conversion Amount shall thereafter be adjusted to equal the lesser of (A)
the Company Conversion Price as in effect on the date on which the Holder voided the Company Conversion and (B) the Company Conversion
Price as in effect on the date on which the Holder delivers a Conversion Notice relating thereto. If the Company fails to redeem
any First Redemption Amount on or before the applicable Installment Date by payment of such amount on the applicable Installment
Date, then the Holder shall have the rights set forth in Section 11(a) as if the Company failed to pay the applicable Company
Installment Redemption Price (as defined below) and all other rights under this Note (including, without limitation, such failure
constituting an Event of Default described in Section 4(a)(v)). Notwithstanding anything to the contrary in this Section 8(b),
but subject to the limitations set forth in Section 3(d), until the Company credits the Holder’s account with DTC, or if
the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issues and delivers to the Holder
a certificate for, the shares of Common Stock representing the Company Conversion Amount to the Holder, the Company Conversion
Amount may be converted by the Holder into Common Stock pursuant to Section 3. In the event that the Holder elects to convert
the Company Conversion Amount prior to the applicable Installment Date as set forth in the immediately preceding sentence, the
Company Conversion Amount so converted shall be deducted in reverse order starting from the final Installment Amount to be paid
hereunder on the final Installment Date, unless the Holder otherwise indicates and allocates among any Installment Dates hereunder
in the applicable Conversion Notice. 


 






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(c)          Mechanics
of Company Redemption. If the Company elects a Company Redemption in accordance with Section 8, then the Company Redemption Amount
which is to be paid to the Holder on the applicable Installment Date shall be redeemed by the Company and the Company shall pay
to the Holder on such Installment Date, by wire transfer of immediately available funds, an amount in cash (the “Company
Installment Redemption Price”) equal to 110% of the Company Redemption Amount. If the Company fails to redeem the Company
Redemption Amount on the applicable Installment Date by payment of the Company Installment Redemption Price on such date, then
at the option of the Holder designated in writing to the Company (any such designation shall be deemed a “Conversion Notice”
pursuant to Section 3(c) for purposes of this Note), (i) the Holder shall have the rights set forth in Section 11(a) as if the
Company failed to pay the applicable Company Installment Redemption Price and all other rights as a Holder of Notes (including,
without limitation, such failure constituting an Event of Default described in Section 4(a)(v)) and (ii) the Holder may require
the Company to convert all or any part of the Company Redemption Amount at the Company Conversion Price as in effect on the applicable
Installment Date. Conversions required by this Section 8(c) shall be made in accordance with the provisions of Section 3(c). Notwithstanding
anything to the contrary in this Section 8(c), but subject to Section 3(d), until the Company Installment Redemption Price (together
with any interest thereon) is paid in full, the Company Redemption Amount (together with any interest thereon) may be converted,
in whole or in part, by the Holder into Common Stock pursuant to Section 3. In the event the Holder elects to convert all or any
portion of the Company Redemption Amount prior to the applicable Installment Date as set forth in the immediately preceding sentence,
the Company Redemption Amount so converted shall be deducted in reverse order starting from the final Installment Amount to be
paid hereunder on the final Installment Date, unless the Holder otherwise indicates and allocates among any Installment Dates
hereunder in the applicable Conversion Notice. 


 


(d)          Deferred
Installment Amount. Notwithstanding any provision of this Section 8 to the contrary, the Holder may, at its option and in its
sole and absolute discretion, deliver a written notice to the Company no later than the Business Day immediately prior to the
applicable Installment Date electing to have the payment of all or any portion of an Installment Amount payable on such Installment
Date deferred (such amount(s) deferred, the “Deferral Amount”) until any subsequent Installment Date selected by the
Holder, in its sole and absolute discretion, in which case, the Deferral Amount shall be added to, and become part of, the Installment
Amount to be paid on such subsequent Installment Date and such Deferral Amount shall continue to accrue Interest hereunder. Any
notice delivered by the Holder pursuant to this Section 8(d) shall set forth (i) the Deferral Amount and (ii) the date that such
Deferral Amount shall now be payable.


 






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(e)          Accelerated
Installment Amount. Notwithstanding any provision of this Section 8 to the contrary, the Holder may, at its option and in its
sole and absolute discretion, deliver one or more written notices to the Company (an “Acceleration Notice”) (x) at
any time prior to the Installment Trigger Date, in which case the next immediately succeeding first (1st) or fifteenth (15th)
calendar day of the calendar month after delivery of the applicable Acceleration Notice (or if any such date falls on a Holiday,
the next day that is not a Holiday), shall be treated as an Installment Date for all purposes hereunder (provided that the Equity
Conditions set forth in clauses (i) and (viii) of the definition thereof need not be satisfied for the Installment Amount on any
such deemed Installment Date to be paid pursuant to a Company Conversion) and (y) at any time on or after the Installment Trigger
Date, by no later than the Business Day immediately prior to the applicable Installment Date, in each case, electing to have the
payment of all or any portion of up to a total of two (2) times the Installment Amount that may be due on future Installment Dates
after the applicable Installment Date accelerated (such amount(s) accelerated, the “Accelerated Amount(s)”) to be
paid on the applicable Installment Date, in which case, such Accelerated Amount(s) shall be added to, and become part of, the
Installment Amount payable on such applicable Installment Date and which Accelerated Amount(s) shall be payable, at the option
of the Holder, in (i) Common Stock by including or adding such Accelerated Amount(s) in the Company Conversion Amount, or (ii)
cash by including or adding such Accelerated Amount(s) in the Company Redemption Amount, or any combination thereof, in each case,
for the applicable Installment Date. Any notice delivered by the Holder pursuant to this Section 8(e) shall set forth (i) the
Accelerated Amount(s) and (ii) the date that such Accelerated Amount should have been paid if not for the Holder’s right
to accelerate such Installment Amount(s) pursuant to this Section 8(e).


 


(f)          Company
Optional Redemption. At any time upon ten (10) Business Days prior written notice to the Holder, the Company may redeem all or
any portion of this Note by delivering written notice thereof (the “Redemption Notice”) to the Holder, which Redemption
Notice shall indicate the portion of this Note the Company is electing to require the Holder to redeem. Each portion of this Note
subject to redemption by the Company pursuant to this Section 4(f) shall be redeemed by the Company in cash by wire transfer of
immediately available funds at a price equal 115% of the amount being redeemed (the “Redemption Price”). Redemptions
required by this Section 4(f) shall be made in accordance with the provisions of Section 11. To the extent redemptions required
by this Section 4(f) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company,
such redemptions shall be deemed to be voluntary prepayments and any such prepayment shall not constitute a breach of Section
(1) of this Note. Notwithstanding anything to the contrary in this Section 4, but subject to Section 3(d), until the Redemption
Price (together with any interest thereon) is paid in full, the amount submitted for redemption under this Section 4(f) (together
with any interest thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3.


 


(9)          NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of Incorporation, Bylaws or through
any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities,
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will
at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the
rights of the Holder of this Note.


 






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(10)        RESERVATION
OF AUTHORIZED SHARES.


 


(a)          Reservation.
The Company shall initially reserve out of its authorized and unissued shares of Common Stock a number of shares of Common Stock
for each of this Note and the Other Notes equal to 300% of the Conversion Rate with respect to the Conversion Amount of each such
Note as of the Issuance Date. So long as any of this Note and the Other Notes are outstanding, the Company shall take all action
necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the
conversion of this Note and the Other Notes, the number of shares of Common Stock specified above in this Section 10(a) as shall
from time to time be necessary to effect the conversion of all of the Notes then outstanding; provided, that at no time shall
the number of shares of Common Stock so reserved be less than the number of shares required to be reserved pursuant hereto (in
each case, without regard to any limitations on conversions) (the “Required Reserve Amount”). The initial number of
shares of Common Stock reserved for conversions of this Note and the Other Notes and each increase in the number of shares so
reserved shall be allocated pro rata among the Holder and the holders of the Other Notes based on the Principal amount of this
Note and the Other Notes held by each holder at the Closing (as defined in the Securities Purchase Agreement) or increase in the
number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall
sell or otherwise transfer this Note or any of such holder’s Other Notes, each transferee shall be allocated a pro rata
portion of such holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which
ceases to hold any Notes shall be allocated to the Holder and the remaining holders of Other Notes, pro rata based on the Principal
amount of this Note and the Other Notes then held by such holders.


 


(b)          Insufficient
Authorized Shares. If at any time while any of the Notes remain outstanding the Company does not have a sufficient number of authorized
and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Notes at least
a number of shares of Common Stock equal to the Required Reserve Amount (an “Authorized Share Failure”), then the
Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount
sufficient to allow the Company to reserve the Required Reserve Amount for the Notes then outstanding. Without limiting the generality
of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event
later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall either (x) obtain the written
consent of its stockholders for the approval of an increase in the number of authorized shares of Common Stock and provide each
stockholder with an information statement with respect thereto or (y) hold a meeting of its stockholders for the approval of an
increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder
with a proxy statement and shall use its reasonable best efforts to solicit its stockholders’ approval of such increase
in authorized shares of Common Stock and to cause its Board of Directors to recommend to the stockholders that they approve such
proposal. If, upon any conversion of this Note, the Company does not have sufficient authorized shares to deliver in satisfaction
of such conversion, then unless the Holder elects to rescind such attempted conversion, the Holder may require the Company to
pay to the Holder within three (3) Trading Days of the applicable attempted conversion, cash in an amount equal to the product
of (i) the number of Conversion Shares that the Company is unable to deliver pursuant to this Section 11, and (ii) the highest
trading price of the Common Stock in effect at any time during the period beginning on the applicable Conversion Date and ending
on the date the Company makes the payment provided for in this sentence.


 






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(11)        REDEMPTIONS.


 


(a)          Mechanics.
The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) Business Days after
the Company’s receipt of the Holder’s Event of Default Redemption Notice (the “Event of Default Redemption Date”).
If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the
applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if
such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the
Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company
shall deliver the applicable Company Installment Redemption Price to the Holder on the applicable Installment Date. The Company
shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire
instruction provided by the holder in writing to the Company on the applicable due date. In the event of a redemption of less
than all of the Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new
Note (in accordance with Section 17(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest
on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company does
not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company
pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to
promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption
and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s
receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y)
the Company shall immediately return this Note, or issue a new Note (in accordance with Section 17(d)) to the Holder representing
such Conversion Amount to be redeemed and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser
of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and (B) the lowest Closing
Sale Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice
is delivered to the Company and ending on and including the date on which the applicable Redemption Notice is voided. The Holder’s
delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s
obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion
Amount subject to such notice.


 


(b)          Redemption
by Other Holders. Upon the Company’s receipt of notice from any of the holders of the Other Notes for redemption or repayment
as a result of an event or occurrence substantially similar to the events or occurrences described in Section 4(b), Section 5(b)
or Section 8 or pursuant to equivalent provisions set forth in the Other Notes (each, an “Other Redemption Notice”),
the Company shall immediately, but no later than one (1) Business Day of its receipt thereof, forward to the Holder by facsimile
or electronic mail a copy of such notice. If the Company receives a Redemption Notice and one or more Other Redemption Notices,
during the seven (7) Business Day period beginning on and including the date which is three (3) Business Days prior to the Company’s
receipt of the Holder’s Redemption Notice and ending on and including the date which is three (3) Business Days after the
Company’s receipt of the Holder’s Redemption Notice and the Company is unable to redeem all principal, interest and
other amounts designated in such Redemption Notice and such Other Redemption Notices received during such seven (7) Business Day
period, then the Company shall redeem a pro rata amount from the Holder and each holder of the Other Notes (including the Holder)
based on the Principal amount of this Note and the Other Notes submitted for redemption pursuant to such Redemption Notice and
such Other Redemption Notices received by the Company during such seven Business Day period.


 


(12)        VOTING
RIGHTS. The Holder shall have no voting rights as the holder of this Note, except as required by law and as expressly provided
in this Note.


 


(13)        SECURITY.
This Note and the Other Notes are secured to the extent and in the manner set forth in the Security Documents.


 






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(14)        COVENANTS.


 


(a)          Rank.
All payments due under this Note (a) shall rank pari passu with all Other Notes and (b) shall be senior to all other Indebtedness
of the Company and its Subsidiaries.


 


(b)          Incurrence
of Indebtedness. So long as this Note is outstanding, the Company shall not, and the Company shall not permit any of its Subsidiaries
to, directly or indirectly, incur or guarantee, assume or suffer to exist any Indebtedness, other than Permitted Indebtedness.


 


(c)          Existence
of Liens. So long as this Note is outstanding, the Company shall not, and the Company shall not permit any of its Subsidiaries
to, directly or indirectly, allow or suffer to exist any mortgage, lien, pledge, charge, security interest or other encumbrance
upon or in any property or assets (including accounts and contract rights) owned by the Company or any of its Subsidiaries (collectively,
“Liens”) other than Permitted Liens.


 


(d)          Restricted
Payments. The Company shall not, and the Company shall not permit any of its Subsidiaries to, directly or indirectly, redeem,
defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part,
whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any Indebtedness
(other than this Note and the Other Notes), whether by way of payment in respect of principal of (or premium, if any) or interest
on, such Indebtedness if at the time such payment is due or is otherwise made or, after giving effect to such payment, an event
constituting, or that with the passage of time and without being cured would constitute, an Event of Default has occurred and
is continuing.


 


(e)          Restriction
on Redemption and Cash Dividends. Until all of the Notes have been converted, redeemed or otherwise satisfied in accordance with
their terms, the Company shall not, and the Company shall not permit any of its Subsidiaries to, directly or indirectly, redeem
or repurchase its Equity Interest, or permit any Subsidiary to redeem or repurchase its Equity Interests (except on a pro rata
basis among all holders thereof) or declare or pay any cash dividend or distribution on any Equity Interest of the Company or
of its Subsidiaries without in each case the prior express written consent of the Required Holders.


 


(f)          Change
in Nature of Business. The Company shall not make, or permit any of its Subsidiaries to make, any change in the nature of its
business as described in the Company’s most recent Annual Report filed on Form 10-K with the SEC. The Company shall not
modify its corporate structure or purpose.


 


(g)          Intellectual
Property. The Company shall not, and the Company shall not permit any of its Subsidiaries, directly or indirectly, to encumber
or allow any Liens on, any of its copyright rights, copyright applications, copyright registrations and like protections in each
work of authorship and derivative work, whether published or unpublished, any patents, patent applications and like protections,
including improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same, trademarks,
service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, and the
goodwill of the business of the Company and its Subsidiaries connected with and symbolized thereby, know-how, operating manuals,
trade secret rights, rights to unpatented inventions, and any claims for damage by way of any past, present, or future infringement
of any of the foregoing, other than Permitted Liens.


 






    	 	21	 



     


    

 


(h)          Preservation
of Existence, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence,
rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and in good
standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its
business makes such qualification necessary.


 


(i)           Maintenance
of Properties, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all
of its properties which are necessary or useful in the proper conduct of its business in good working order and condition, ordinary
wear and tear excepted, and comply, and cause each of its Subsidiaries to comply, at all times with the provisions of all leases
to which it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder.


 


(j)           Maintenance
of Insurance. The Company shall maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable
insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business
interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in
such amounts and covering such risks as is required by any governmental authority having jurisdiction with respect thereto or
as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated.


 


(k)         Transactions
with Affiliates. The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, extend or be a party
to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange
of property or assets of any kind or the rendering of services of any kind) with any Affiliate, except in the ordinary course
of business in a manner and to an extent consistent with past practice and necessary or desirable for the prudent operation of
its business, for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable
arm’s length transaction with a Person that is not an Affiliate thereof.


 


(l)           Issuance
of Additional Securities. For so long as any Notes remain outstanding, the Company shall not (i) issue Common Stock at a price
per share less than $0.50 per share or (ii) issue any Convertible Securities which are convertible into or exercisable or exchangeable
for Common Stock at a price per share less than $0.50 per share, in each case without the prior written consent of the Required
Holders.


 


(15)        VOTE
TO ISSUE, OR CHANGE THE TERMS OF, NOTES. The affirmative vote at a meeting duly called for such purpose or the written consent
without a meeting of the Required Holders shall be required for any change or amendment or waiver of any provision to this Note
or any of the Other Notes. Any change, amendment or waiver by the Company and the Required Holders shall be binding on the Holder
of this Note and all holders of the Other Notes.


 


(16)        TRANSFER.
This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by
the Holder without the consent of the Company, subject only to the provisions of Section 2(f) of the Securities Purchase Agreement.


 


(17)        REISSUANCE
OF THIS NOTE.


 


(a)          Transfer.
If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue
and deliver upon the order of the Holder a new Note (in accordance with Section 17(d) and subject to Section 3(c)(iii)), registered
as the Holder may request, representing the outstanding Principal being transferred by the Holder and, if less than the entire
outstanding Principal is being transferred, a new Note (in accordance with Section 17(d)) to the Holder representing the outstanding
Principal not being transferred. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason
of the provisions of Section 3(c)(iii) following conversion or redemption of any portion of this Note, the outstanding Principal
represented by this Note may be less than the Principal stated on the face of this Note.


 






    	 	22	 



     


    

 


(b)          Lost,
Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to
the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall
execute and deliver to the Holder a new Note (in accordance with Section 17(d)) representing the outstanding Principal.


 


(c)          Note
Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Note or Notes (in accordance with Section 17(d) and in Principal amounts of at least $100,000)
representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such
outstanding Principal as is designated by the Holder at the time of such surrender.


 


(d)          Issuance
of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall
be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding
(or in the case of a new Note being issued pursuant to Section 17(a) or Section 17(c), the Principal designated by the Holder
which, when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed
the Principal remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance
date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same
rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest and Late Charges, if any, on the Principal
and Interest of this Note, from the Issuance Date.


 


(18)        REMEDIES,
CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative and
in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including
a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue
actual and consequential damages for any failure by the Company to comply with the terms of this Note. Amounts set forth or provided
for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received
by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance
thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder
and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such
breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining
any breach, without the necessity of showing economic loss and without any bond or other security being required.


 


(19)        PAYMENT
OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note is placed in the hands of an attorney for collection or enforcement
or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this
Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Company
or other proceedings affecting Company creditors’ rights and involving a claim under this Note, then the Company shall pay
the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization,
receivership or other proceeding, including, but not limited to, attorneys’ fees and disbursements.


 






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(20)        CONSTRUCTION;
HEADINGS. This Note shall be deemed to be jointly drafted by the Company and all the Purchasers and shall not be construed against
any person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect
the interpretation of, this Note.


 


(21)        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 privilege.


 


(22)        DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Closing Bid Price, the Closing Sale Price or the Weighted
Average Price or the arithmetic calculation of the Conversion Rate, the Conversion Price or any Redemption Price, the Company
shall submit the disputed determinations or arithmetic calculations via facsimile or electronic mail within one (1) Business Day
of receipt, or deemed receipt, of the Conversion Notice or Redemption Notice or other event giving rise to such dispute, as the
case may be, to the Holder. If the Holder and the Company are unable to agree upon such determination or calculation within one
(1) Business Day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall,
within one Business Day submit via facsimile or electronic mail (a) the disputed determination of the Closing Bid Price, the Closing
Sale Price or the Weighted Average Price to an independent, reputable investment bank selected by the Holder and approved by the
Company, such approval not to be unreasonably withheld, delayed, denied, or conditioned or (b) the disputed arithmetic calculation
of the Conversion Rate, Conversion Price or any Redemption Price to an independent, outside accountant, selected by the Holder
and approved by the Company, such approval not to be unreasonably withheld, delayed, denied, or conditioned. The Company, at the
Company’s expense, shall cause the investment bank or the accountant, as the case may be, to perform the determinations
or calculations and notify the Company and the Holder of the results no later than five (5) Business Days from the time it receives
the disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation,
as the case may be, shall be binding upon all parties absent demonstrable error.


 


(23)        NOTICES;
PAYMENTS.


 


(a)          Notices.
Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance
with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all
actions taken pursuant to this Note, including in reasonable detail a description of such action and the reason therefore. Without
limiting the generality of the foregoing, the Company shall give written notice to the Holder (i) immediately upon any adjustment
of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least
twenty (20) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or
distribution upon the Common Stock, (B) with respect to any pro rata subscription offer to holders of Common Stock or (C) for
determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that
such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.


 






    	 	24	 



     


    

 


(b)          Payments.
Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, such payment shall be made in lawful
money of the United States of America by a check drawn on the account of the Company and sent via overnight courier service to
such Person at such address as previously provided to the Company in writing (which address, in the case of each of the Purchasers,
shall initially be as set forth on the Schedule of Buyers attached to the Securities Purchase Agreement); provided, that the Holder
may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Company with prior written
notice setting out such request and the Holder’s wire transfer instructions. Whenever any amount expressed to be due by
the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day
which is a Business Day. Any amount of Principal or other amounts due under the Transaction Documents which is not paid when due
shall result in a late charge being incurred and payable by the Company in an amount equal to interest on such amount at the rate
of eighteen percent (18.0%) per annum from the date such amount was due until the same is paid in full (“Late Charge”);
provided, however, that Late Charges will not apply while the Interest Rate is increased to eighteen (18.0%) per annum pursuant
to Section 2(c).


 


(24)        CANCELLATION.
After all Principal, accrued Interest and other amounts at any time owed on this Note have been paid in full, this Note shall
automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.


 


(25)        WAIVER
OF NOTICE. To the extent permitted by law, the Company hereby waives demand, notice, protest and all other demands and notices
in connection with the delivery, acceptance, performance, default or enforcement of this Note and the Securities Purchase Agreement.


 


(26)        GOVERNING
LAW; JURISDICTION; JURY TRIAL. This Note shall be construed and enforced in accordance with, and all questions concerning the
construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New
York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any
other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company
hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough
of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. The Company 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 to such party
at the address it set forth on the signature page hereto and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking
other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to the Holder,
to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor
of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY. 


 


(27)        SEVERABILITY.
If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Note so long as this Note as so modified continues to express, without material
change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability
of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties
or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in
good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect
of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 






    	 	25	 



     


    

 


(28)        DISCLOSURE.
Upon receipt or delivery by the Company of any notice in accordance with the terms of this Note, unless the Company has in good
faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company
or its Subsidiaries, the Company shall within one (1) Business Day after any such receipt or delivery publicly disclose such material,
nonpublic information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains
material, nonpublic information relating to the Company or its Subsidiaries, the Company so shall indicate to such Holder contemporaneously
with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters
relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries.


 


(29)        CERTAIN
DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:


 


(a)          “Affiliate”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common
control with, such Person, it being understood for purposes of this definition that “control” of a Person means the
power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors
of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.


 


(b)          “Approved
Stock Plan” means any employee benefit plan which has been approved by the Board of Directors of the Company, pursuant to
which the Company’s securities may be issued to any employee, officer or director for services provided to the Company.


 


(c)          “Attribution
Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder
funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised
by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the
Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder
or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would or could
be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act. For
clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.


 


(d)          “Bloomberg”
means Bloomberg Financial Markets.


 


(e)          “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.


 


(f)          “Change
of Control” means any Fundamental Transaction other than (i) any reorganization, recapitalization or reclassification of
the Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization
or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly traded securities
and, directly or indirectly, are, in all material respect, the holders of the voting power of the surviving entity (or entities
with the authority or voting power to elect the members of the board of directors (or their equivalent if other than a corporation)
of such entity or entities) after such reorganization, recapitalization or reclassification or (ii) pursuant to a migratory merger
effected solely for the purpose of changing the jurisdiction of incorporation of the Company.


 






    	 	26	 



     


    

 


(g)          “Closing
Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and last
closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market
begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as the case
may be, then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York Time, as reported
by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last
closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where
such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last
trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security
as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg,
the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the OTC
Link or “pink sheets” by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.). If the Closing Bid Price or the
Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price
or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined
by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security,
then such dispute shall be resolved pursuant to Section 22. All such determinations to be appropriately adjusted for any stock
dividend, stock split, stock combination, reclassification or similar transaction during the applicable calculation period. 


 


(h)          “Closing
Date” shall have the meaning set forth in the Securities Purchase Agreement, which dates are the dates the Company initially
issued Notes pursuant to the terms of the Securities Purchase Agreement.


 


(i)          “Company
Conversion Price” means as of any date of determination, that price which shall be the lower of (i) the Conversion Price
then in effect and (ii) the Market Price as of such date of determination. 


 


(j)          “Company
Interest Conversion Price” means, with respect to any Interest Date, that price which shall be the lower of (i) the Conversion
Price then in effect and (ii) the Market Price as of the applicable Interest Date.


 


(k)          “Contingent
Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect
to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring
such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will
be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will
be protected (in whole or in part) against loss with respect thereto.


 


(l)          “Conversion
Shares” means shares of Common Stock issuable by the Company pursuant to the terms of any of the Notes, including any related
Interest and Late Charges so converted, amortized or redeemed.


 


(m)        “Convertible
Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or
exchangeable for shares of Common Stock.


 


(n)         “Eligible
Market” means the Principal Market, The New York Stock Exchange, The NASDAQ Global Market, The NASDAQ Global Select Market
or the NYSE MKT.


 






    	 	27	 



     


    

 


(o)          “Equity
Conditions” means each of the following conditions: (i) on each day during Equity Conditions Measuring Period, either (x)
all Registration Statements filed and required to be filed pursuant to the Registration Rights Agreement shall be effective and
available for the resale of all remaining Registrable Securities including the shares of Common Stock issuable upon conversion
of the Conversion Amount that is subject to the applicable Company Conversion requiring the satisfaction of the Equity Conditions,
in accordance with the terms of the Registration Rights Agreement and there shall not have been any Grace Periods (as defined
in the Registration Rights Agreement) or (y) all Conversion Shares issuable pursuant to the terms of this Note and the Other Notes,
including the shares of Common Stock issuable upon conversion of the Conversion Amount that is subject to the applicable Company
Conversion requiring the satisfaction of the Equity Conditions, shall be eligible for sale without restriction pursuant to Rule
144 and without the need for registration under any applicable federal or state securities laws; (ii) if the event requiring the
satisfaction of the Equity Conditions is the payment of Interest or the payment of an Installment Amount, all Interest Shares
issuable on the applicable Interest Date and the shares of Common Stock issuable upon conversion of the Conversion Amount that
is subject to the applicable Company Conversion on the applicable Installment Date, as applicable, requiring the satisfaction
of the Equity Conditions, shall be either (x) issuable without restrictive legends and shall be eligible for sale without restriction
pursuant to Rule 144 of the Securities Act or Rule 3(a)(9) of the Securities Act and without the need for registration under any
applicable federal or state securities laws or (y) be subject to an effective registration statement; (iii) on each day during
the Equity Conditions Measuring Period, the Common Stock is designated for quotation on the Principal Market or any other Eligible
Market and shall not have been suspended from trading on such exchange or market (other than suspensions of not more than two
(2) days and occurring prior to the applicable date of determination due to business announcements by the Company) nor shall delisting
or suspension by such exchange or market been threatened, commenced or pending either (A) in writing by such exchange or market
or (B) by falling below the then effective minimum listing maintenance requirements of such exchange or market; (iv) during the
Equity Conditions Measuring Period, the Company shall have delivered Conversion Shares pursuant to the terms of this Note and
the Other Notes to the holders on a timely basis as set forth in Section 3(c) hereof (and analogous provisions under the Other
Notes); (v) the Interest Shares issuable on the applicable Interest Date and the shares of Common Stock issuable upon conversion
of the Conversion Amount that is subject to the applicable Company Conversion requiring the satisfaction of the Equity Conditions
may be issued in full without violating Section 3(d) hereof and the rules or regulations of the Principal Market or any other
applicable Eligible Market; (vi) during the Equity Conditions Measuring Period, the Company shall not have failed to timely make
any payments within five (5) Business Days of when such payment is due pursuant to any Transaction Document; (vii) during the
Equity Conditions Measuring Period, there shall not have occurred either (A) the public announcement of a pending, proposed or
intended Fundamental Transaction which has not been abandoned, terminated or consummated, (B) an Event of Default or (C) an event
that with the passage of time or giving of notice would constitute an Event of Default; (viii) the Company shall have no knowledge
of any fact that would cause (a) the Registration Statements required pursuant to the Registration Rights Agreement not to be
effective and available for the resale of all remaining Registrable Securities, including, without limitation, the shares of Common
Stock issuable upon conversion of the Conversion Amount that is subject to the applicable Company Conversion and the Interest
Shares issuable on the applicable Interest Date, as applicable, requiring the satisfaction of the Equity Conditions, in accordance
with the terms of the Registration Rights Agreement or (b) any shares of Common Stock issuable pursuant to the terms of this Note
and the Other Notes, including, without limitation, the shares of Common Stock issuable upon conversion of the Conversion Amount
that is subject to the applicable Company Conversion and the Interest Shares issuable on the applicable Interest Date, as applicable,
requiring the satisfaction of the Equity Conditions, not to be eligible for sale without restriction pursuant to Rule 144 and
without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the Securities Act
and any applicable state securities laws; (ix) during the Equity Conditions Measuring Period, the Company otherwise shall have
been in compliance with and shall not have breached in any material respect (except for any provision, covenant, representation
or warranty that is qualified by materiality or Material Adverse Effect, with respect to which the Company shall have been in
compliance in all respects and shall not have breached in any respect) any provision, covenant, representation or warranty of
any Transaction Document; (x) the Holder shall not be in possession of any material, nonpublic information received from the Company,
any Subsidiary or its respective agent or affiliates; (xi) the shares of Common Stock issuable upon conversion of the Conversion
Amount that is subject to the applicable Company Conversion and the Interest Shares issuable on the applicable Interest Date,
as applicable, requiring the satisfaction of the Equity Conditions are duly authorized and listed and eligible for trading without
restriction on an Eligible Market; (xii) the daily dollar trading volume of the Common Stock as reported by Bloomberg for each
of the last fifteen (15) Trading Days of the Equity Conditions Measuring Period shall be at least $65,000; and (xiii) if the event
requiring satisfaction of the Equity Conditions is a Company Conversion, on each of the last three Trading Days of the Equity
Conditions Measuring Period, the Closing Sale Price of the Common Stock equals or exceeds $.294 (as adjusted for any stock dividend,
stock split, stock combination, reclassification or similar transaction occurring after the Subscription Date). 


 






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(p)          “Equity
Conditions Failure” means that on any day during the period commencing ten (10) Trading Days prior to the applicable date
of determination through the applicable date of determination, the Equity Conditions have not each been satisfied (or waived in
writing by the Holder).


 


(q)          “Equity
Conditions Measuring Period” means each day during the period beginning twenty (20) Trading Days prior to the applicable
date of determination and ending on and including the applicable date of determination.


 


(r)          “Equity
Interests” means (a) all shares of capital stock (whether denominated as common capital stock or preferred capital stock),
equity interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership
or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting
or non-voting and (b) all securities convertible into or exchangeable for any of the foregoing and all warrants, options or other
rights to purchase, subscribe for or otherwise acquire any of the foregoing, whether or not presently convertible, exchangeable
or exercisable.


 


(s)          “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(t)          “Fundamental
Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise,
in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation)
another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties
or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one
or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to
or have its Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that
is accepted by the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares
of Common Stock calculated as if any shares of Common Stock held by all Subject Entities making or party to, or Affiliated with
any Subject Entities making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares
of Common Stock such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such
purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the Exchange Act)
of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject
Entities whereby such Subject Entities, individually or in the aggregate, acquire, either (x) at least 50% of the outstanding
shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock
held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such stock purchase
agreement or other business combination were not outstanding; or (z) such number of shares of Common Stock such that the Subject
Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the Exchange Act) of at least 50% of the outstanding
shares of Common Stock, or (v) reorganize, recapitalize or reclassify its Common Stock, (B) that any Subject Entity individually
or the Subject Entities in the aggregate is or shall become the “beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer,
exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization, recapitalization,
spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of
either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock, (y) at least
50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock not held by all such Subject Entities
as of the date of this Note calculated as if any shares of Common Stock held by all such Subject Entities were not outstanding,
or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock or other
equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction
requiring other stockholders of the Company to surrender their shares of Common Stock without approval of the stockholders of
the Company or (C) the issuance of or the entering into any other instrument or transaction structured in a manner to circumvent,
or that circumvents, the intent of this definition in which case this definition shall be construed and implemented in a manner
otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this definition or any
portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or transaction.


 






    	 	29	 



     


    

 


(u)          “GAAP”
means United States generally accepted accounting principles, consistently applied.


 


(v)          “Group”
means a “group” as that term is used in Section 13(d) of the Exchange Act and as defined in Rule 13d-5 thereunder.


 


(w)         “Guarantors”
shall have the meaning ascribed to such term in the Security Documents.


 


(x)          “Holiday”
means a day other than a Business Day or on which trading does not take place on the Principal Market.


 


(y)          “Indebtedness”
of any Person means, without duplication (i) all indebtedness for borrowed money, (ii) all obligations issued, undertaken or assumed
as the deferred purchase price of property or services, including (without limitation) “capital leases” in accordance
with GAAP (other than trade payables entered into in the ordinary course of business), (iii) all reimbursement or payment obligations
with respect to letters of credit, surety bonds and other similar instruments, (iv) all obligations evidenced by notes, bonds,
debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property,
assets or businesses, (v) all indebtedness created or arising under any conditional sale or other title retention agreement, or
incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even
though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession
or sale of such property), (vi) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP,
consistently applied for the periods covered thereby, is classified as a capital lease, (vii) all indebtedness referred to in
clauses (i) through (vi) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise,
to be secured by) any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets
(including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not
assumed or become liable for the payment of such indebtedness, and (viii) all Contingent Obligations in respect of indebtedness
or obligations of others of the kinds referred to in clauses (i) through (vii) above.


 






    	 	30	 



     


    

 


(z)          “Installment
Amount” means with respect to each Installment Date, an amount equal to the sum of (i) prior to the Installment Trigger
Date, and from and after the Installment Trigger Date, the lesser of (A) the quotient of the Original Principal Amount of this
Note divided by the Installment Amount Factor and (B) the Principal outstanding on such Installment Date, (ii) any Deferral Amount
deferred pursuant to Section 8(d) and included in such Installment Amount, (iii) any Accelerated Amount accelerated pursuant to
Section 8(e) and included in such Installment Amount and (iv) accrued and unpaid Interest with respect to such Principal and accrued
and unpaid Late Charges, if any, with respect to such Principal and Interest, as any such Installment Amount for each Holder may
be reduced pursuant to the terms hereof, whether upon conversion, redemption or otherwise. In the event the Holder shall sell
or otherwise transfer or assign any portion of this Note, the transferee shall be allocated a pro rata portion of each unpaid
Installment Amount hereunder. 


 


(aa)         “Installment
Amount Factor” means two (2) times the number of calendar months after the Installment Trigger Date until the scheduled
Maturity Date.


 


(bb)         “Installment
Conversion Shares” means, for any Installment Date, that number of shares of Common Stock equal to the applicable Company
Conversion Amount (including, without limitation, the addition of any Accelerated Amounts to such Company Conversion Amount in
accordance with Section 8(e)) on such Installment Date divided by the Company Conversion Price as in effect on the applicable
Installment Date, rounded up to the nearest whole share of Common Stock.


 


(cc)         “Installment
Date” means the first (1st) and fifteenth (15th) calendar day of each calendar month from and after the Installment Trigger
Date with the last Installment Date being the Maturity Date, or, if any such date falls on a Holiday, the next day that is not
a Holiday.


 


(dd)         “Installment
Trigger Date” means the earliest of (i) June 7, 2016, (ii) the Initial Effective Date (as defined in the Registration Rights
Agreement) and (iii) the Initial Effectiveness Deadline (as defined in the Registration Rights Agreement).


 


(ee)         “Interest
Notice Due Date” means the thirteenth (13th) Trading Day prior to the applicable Interest Date.


 


(ff)         “Interest
Rate” means 8.00% per annum, subject to adjustment as set forth in Section 2.


 


(gg)        “Interest
Shares” means, for any Interest Date, that number of shares of Common Stock equal to the applicable amount of Interest to
be paid in Interest Shares for such Interest Date divided by the Company Interest Conversion Price, rounded up to the nearest
whole share of Common Stock.


 


(ii)          “Lead
Investor” means ________________.


 


(jj)          “Market
Price” means 85% of the average of the five (5) lowest daily Weighted Average Prices in the prior fifteen (15) Trading Days.
All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination, reclassification
or other similar transaction during such Measuring Period.


 






    	 	31	 



     


    

 


(kk)        “Measuring
Period” means the twelve (12) consecutive Trading Day period ending on the Trading Day immediately preceding the applicable
date of determination.


 


(ll)          “Options”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.


 


(mm)      “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person, including such entity
whose common capital stock or equivalent equity security is quoted or listed on an Eligible Market (or, if so elected by the Required
Holders, any other market, exchange or quotation system), or, if there is more than one such Person or such entity, the Person
or entity designated by the Required Holders or in the absence of such designation, such Person or entity with the largest public
market capitalization as of the date of consummation of the Fundamental Transaction.


 


(nn)       “Permitted
Indebtedness” means (i) Indebtedness evidenced by this Note and the Other Notes, (ii) trade payables incurred in the ordinary
course of business consistent with past practice, and (iii) unsecured Indebtedness, in an aggregate principal amount not to exceed
$250,000, incurred by the Company, that is made expressly subordinate in right of payment to all Indebtedness of the Company and
the Guarantors under the Transaction Documents, as reflected in a written agreement acceptable to the Required Holders and approved
by the Required Holders in writing, and which Indebtedness does not provide at any time for the payment, prepayment, repayment,
repurchase or defeasance, directly or indirectly, of any principal or premium, if any, thereon until ninety-one (91) days after
the Maturity Date or later.


 


(oo)       “Permitted
Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings
for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising in the ordinary course
of business by operation of law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation
of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business
with respect to a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings,
(iv) Liens (A) upon or in any equipment acquired or held by the Company or any of its Subsidiaries to secure the purchase price
of such equipment or Indebtedness incurred solely for the purpose of financing the acquisition or lease of such equipment, or
(B) existing on such equipment at the time of its acquisition, provided that the Lien is confined solely to the property so acquired
and improvements thereon, and the proceeds of such equipment, provided that, in connection with either (A) or (B), any such liens
shall be subordinated to the rights and interests set forth in the Security Documents, (v) Liens incurred in connection with the
extension, renewal or refinancing of the indebtedness secured by Liens of the type described in clause (iv) above, provided that
any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal
amount of the Indebtedness being extended, renewed or refinanced does not increase, (vi) leases or subleases and licenses and
sublicenses granted to others in the ordinary course of the Company’s business, not interfering in any material respect
with the business of the Company and its Subsidiaries taken as a whole, and (vii) Liens arising from judgments, decrees or attachments
in circumstances not constituting an Event of Default under Section 4(a)(ix).


 


(pp)       “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.


 


(qq)       “Principal
Market” means The NASDAQ Capital Market.


 






    	 	32	 



     


    

 


(rr)          “Redemption
Dates” means, collectively, the Event of Default Redemption Dates, the Change of Control Redemption Dates and the Installment
Dates, each of the foregoing, individually, a Redemption Date.


 


(ss)          “Redemption
Notices” means, collectively, the Event of Default Redemption Notices, the Change of Control Redemption Notices and the
Company Installment Notices, each of the foregoing, individually, a Redemption Notice.


 


(tt)           “Redemption
Prices” means, collectively, the Event of Default Redemption Price, the Change of Control Redemption Price and the Company
Installment Redemption Price, each of the foregoing, individually, a Redemption Price.


 


(uu)         “Registrable
Securities” shall have the meaning ascribed to such term in the Registration Rights Agreement.


 


(vv)         “Registration
Rights Agreement” means that certain registration rights agreement dated as of the Subscription Date by and among the Company
and the Purchasers relating to, among other things, the registration of the resale of the shares of Common Stock issuable upon
conversion of this Note and the Other Notes.


 


(ww)        “Registration
Statement” shall have the meaning ascribed to such term in the Registration Rights Agreement.


 


(xx)          “Related
Fund” means, with respect to any Person, a fund or account managed by such Person or an Affiliate of such Person.


 


(yy)          “Required
Holders” means the holders of Notes representing at least a majority of the aggregate principal amount of the Notes then
outstanding and shall include the Lead Investors so long as the Lead Investors or any of their Affiliates hold any Notes.


 


(zz)          “SEC”
means the United States Securities and Exchange Commission.


 


(aaa)        “Securities
Act” means the Securities Act of 1933, as amended.


 


(bbb)        “Securities
Purchase Agreement” means that certain securities purchase agreement dated as of the Subscription Date by and among the
Company and the Purchasers of the Notes pursuant to which the Company issued the Notes.


 


(ccc)        “Security
Document” means that certain Security Agreement executed by the Company on or about April 24, 2015 and any joinders thereto.


 


(ddd)        “Subject
Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.


 


(eee)        “Subscription
Date” means December ___, 2015.


 


(fff)          “Successor
Entity” means one or more Person or Persons (or, if so elected by the Holder, the Company or Parent Entity) formed by, resulting
from or surviving any Fundamental Transaction or one or more Person or Persons (or, if so elected by the Holder, the Company or
the Parent Entity) with which such Fundamental Transaction shall have been entered into.


 






    	 	33	 



     


    

 


(ggg)          “Trading
Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal
trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock
is then traded; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade
on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final
hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading
on such exchange or market, then during the hour ending at 4:00:00 p.m., New York Time).


 


(hhh)          “Weighted
Average Price” means, for any security as of any date, the dollar volume-weighted average price for such security on the
Principal Market during the period beginning at 9:30:01 a.m., New York Time (or such other time as the Principal Market publicly
announces is the official open of trading), and ending at 4:00:00 p.m., New York Time (or such other time as the Principal Market
publicly announces is the official close of trading) as reported by Bloomberg through its “Volume at Price” functions,
or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market
on the OTC Bulletin Board for such security during the period beginning at 9:30:01 a.m., New York Time (or such other time as
such market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York Time (or such other time
as such market publicly announces is the official close of trading) as reported by Bloomberg, or, if no dollar volume-weighted
average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the
lowest closing ask price of any of the market makers for such security as reported in the OTC Link or “pink sheets”
by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.). If the Weighted Average Price cannot be calculated for a security
on a particular date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair
market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the
fair market value of such security, then such dispute shall be resolved pursuant to Section 22. All such determinations to be
appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction during
the applicable calculation period.


 


[Signature
Page Follows] 


 




    	 	34	 



     


    

 


IN WITNESS
WHEREOF, the Company has caused this Note to be duly executed as of the Issuance Date set out above. 


 


	NXT-ID,
    INC. 	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	  	 


 




    	 	35	 



     


    

 


EXHIBIT
I 


 


NXT-ID,
INC.


CONVERSION
NOTICE


 


Reference
is made to the Senior Secured Convertible Note (the “Note”) issued to the undersigned by NXT-ID, INC., a Delaware
corporation (the “Company”). In accordance with and pursuant to the Note, the undersigned hereby elects to
convert the Conversion Amount (as defined in the Note) of the Note indicated below into shares of Common Stock, $0.0001 par value
per share (the “Common Stock”), of the Company, as of the date specified below. Capitalized terms not defined
herein shall have the meaning as set forth in the Note. 


 


Conversion
Information


 


Date
to Effect Conversion: 


 


Outstanding
Principal:


Outstanding
Interest:


 


Principal
Amount of Note to be Converted:


Interest
Amount of Note to be Converted:


 


Conversion
Price Calculations:


 


Total
Shares of Common Stock to be Issued:


 


Outstanding
Principal After Conversion:


Outstanding
Interest After Conversion:


 





DWAC
Instructions


 


Broker:


DTC#:
   


Account:


Account
Name: 


 


Physical
Delivery




Issue to:


Address:


 





	Entity Name:	 	 
	Signatory Name: 	 	 
	Title:	 	 



 


Signature:



 




     


     


    

  


ACKNOWLEDGMENT



 


The
Company hereby acknowledges this Conversion Notice and hereby directs VStock Transfer, LLC to issue the above indicated number
of shares of Common Stock in accordance with the Transfer Agent Instructions dated [_____] __, 2015 from the Company and acknowledged
and agreed to by VStock Transfer, LLC. 


 


	[Issuer
    Name] 	 
	 	 
	By:	 	 
	Name:	  	 
	Title: