NEITHER
THE ISSUANCE
AND SALE OF
THE SECURITIES
REPRESENTED BY THIS NOTE
NOR THE SECURITIES TO 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, TRA'NSFERRED OR ASSIGNED (I) THE
ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR (B) AN OPTION.\ OF COUNSEL (WHICH
COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERA.LLY
ACCEPTABLE FORM, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID
ACT OR (II) UNLESS SOLD PU RSUANT 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 ARRANGEMET SECURED BY THE SECURITIES.


 


Principal
Amount:
$20,000


Date:
February 5,
2014 (Tacking
Back to February
16, 2012) 


Series
Bravo


 


CONVERTIBLE
PROMISSORY
.NOTE


 


NYXIO Technologies Corp., (hereinafter called
the "Borrower "or "NYXO"), hereby promises to pay to the order of WHC Capital, LLC, Series Bravo. a Delaware
Limited Liability Company, or its registered assigns (the "Holder") the sum of $20,000, together with any interest as
set forth herein, on February 5, 2015 (the "Maturity Date") and to pay interest on the unpaid principal balance hereof
at the rate of Six percent (6%) (the "Interest Rate") per annum from the date hereof (the "Issue Date") until
the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note shall
serve in lieu of (and tack back to) $20,000 of principal convertible debt owing to ICG USA LLC pursuant to that certain $200.000
Convertible Promissory Note dated February · 16. 1012 (attached hereto) and incorporate all interests and charges contemplated
therein.


 


This
Note
may not be
prepaid in whole
or in part
except as otherwise
explicitly set
forth herein. Any
amount of principal or
interest on this Note
which is not paid when due shall bear interest
at the rate of twenty two percent
(22%)
per annum from the due date thereof until
the same is paid ("Default Interest").
Interest shall commence accruing on
the date that the Note is fully
paid and shall be computed
on the basis
of a 365-day year and
the actual number of
days elapsed. All payments due hereunder
(to the extent
not converted into common stock)
shall be made in
lawful money of the United States
of America.


 


All payments
shall be
made at such
address as the
Holder
shall hereafter
give to the Borrower by written notice
made in accordance with the provision s of this Note.
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 and, in the case
of any interest payment day which is not
the date on which this
Note is paid ill full, the extension of the due
date thereof shall not be taken
into account for purposes of determining the amount
of interest due on such date.
 As used in this
Note, the term ''business
day" shall mean any day other
than a Saturday. Sunday or a
day on \\'hich
commercial banks in the city
of New York, New York are authorized
or required by l aw or executive
order  to remain closed. Each capitalized
term used herein and not otherwise defined,
shall have the meaning
ascribed thereto in the supporting documents of
same date (attached hereto).


 


This Note
is free from
all taxes, liens.
claims and encumbrance
s with respect
to the issue thereof
and shall not be subject to
preemptive rights
or other similar rights
of shareholders of the Borrower and will
not impose personal liability upon
the holder thereof.


 


The following
terms shall apply
to this
Note:


 


ARTICLE I.
CONVERSION RIGHTS


 


1 .1Conversion
Right.  The Holder
shall
have the right
and at any
time during the
period beginning on the date of this
Note to convert
all or any pan of the outstanding
and unpaid principal amount
of this Note into fully
paid and non- assessable shares
of Common Stock. as such
Common Stock exists on the Issue Date,
or any shares of capital stock
or other securities of
the Borrower into which such
Common Stock shall hereafter be changed
or reclassified at the conversion price
(the ''Conversion Price"') determined
as provided herein (a "Conversion
"); provided , however, that in no event
shall the Holder be
entitled to convert any
portion of this Note in excess
of that portion of this Note upon
conversion of which the sum of ( I) the number of shares
of Common Stock beneficially Owned
by the Holder and its affiliates
(other than shares of Common Stock which
may be deemed beneficially Owned
through the ownership of the unconverted portion of
the Notes or the unexercised or unconverted
portion of any other security of the Borrower subject to a limitation on conversion
or exercise analogous to the limitations
contained herein) and (2) the number of shares of Common Stock issuable upon
the conversion of the portion of this Note
with respect to
which the determination of this proviso is being made,
would result in beneficial ow11ership
by the Holder and its affiliates of more than 4.99% of the outstanding
shares of Common Stock. For purposes of
the proviso to the
immediately preceding
sentence, beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act'')
and Regulations 130-G
thereunder except as otherwise provided in clause (1) of such proviso ,
provided , further, however,
that the limitations on conversion may be waived
by the Holder upon at the election of the Holder not less than 6 1
days' prior notice to the Borrower and the provisions of the conversion limitation
shall continue to apply until such 6lst
day (or such
later date, as determined by the
Holder, as may be specified in such
notice of waiver). The number of shares
of Common Stock to be issued upon each conversion of
this Note shall be determined by
dividing the Conversion Amount (as defined below) by the applicable
Conversion Price then in effect on the date specified
in the notice of conversion, (the ''Notice
of Conversion"), delivered to the
Borrower by the
Holder in accordance with the Sections below ; provided
that the Notice of Conversion is submitted
by facsimile or e-mail (or by other means
resulting in, or reasonably expected to result in, notice)
to the Borrower
before 6:00 p.m.. New York, New York time
on such conversion date (the '"Conversion
Date'').


 


The term
"Conversion
Amount" means, with
respect
to any conversion
of this Note, the
sum of (1) the principal amount of this
Note to be converted in such
conversion plus (2) at the
Borrower's option accrued and unpaid interest if any. on such principal amount at the interest
rates provided in this Note to the Conversion Date, plus (3)
at the Borrowers option, Default Interest
if any, on  the amounts referred  to in
the immediately preceding clauses (1) and/or (2
) plus (4) at the Holder's option, any
amounts owed to the Holder.


 



    	 



    	 



    

 





1.2Conversion Price.


 


(a)                
Calculation of Conversion Price.
 Holder,
at its discretion,
shall have the
right to convert this
Note in its
entirety or in
part(s) into common stock
of the Company valued at a Forty Five
Percent (45%) discount off the average
of the Three (3)
lowest intra-day trading prices for
the Company's common stock during
the Thirty (30) trading
days immediately preceding a conversion
date. as reported by Quotestream.


 


(b)                
Conversion
Price During
Major
Announcements.
Notwithstanding anything
contained in the
preceding section to the contrary. in
the event the Borrower (i) makes a public announcement
that it intends to consolidate or
merge with any other corporation (other than a merger in which the Borrower is
the surviving or continuing corporation and
its capital stock is unchanged ) or sell or
transfer all or substantially all of the assets of the Borrower or (ii) any person. group
or entity (including the Borrower ) publicly announces a tender offer to purchase 50%
or more of the Borrower· Common
Stock (or any other takeover scheme) (the
date of the announcement referred to in clause (i) or (ii) is hereinafter referred
to as the "Announcement Date"), then the Conversion Price shall, effective upon the Announcement Date and continuing
through the Adjusted Conversion Price Termination Date (as defined below) be equal to the
lower of (x) the Conversion Price
which would have been applicable for a
Conversion occurring on the Announcement Date and
(y) the Conversion Price that would
otherwise be in effect. From and after the Adjusted 
Conversion Price  Termination Date,
the Conversion Price shall  be determined as set
forth in this Section. For purposes hereof. "Adjusted Conversion Price
Termination Date'' shall mean, with respect to any
proposed  transaction or tender offer (or takeover scheme)
for which a public announcement as contemplated
by this Section has been made the date upon
which the Borrower (in the case of clause (i) above)
or the person. group or entity  (in the case of 
clause (ii) above·) consummates or publicly  announces the termination
or abandonment of the proposed transaction or tender offer (or takeover scheme) which caused this
Section l.2(b) to
become operative.


 


1.3Authorized
Shares.  The
Borrower covenants that
during the period
the conversion right
exists, the Borrower
will reserve from its authorized
and unissued Common Stock a sufficient number
of shares, free from preemptive rights,
to provide for the issuance of
Common Stock upon the full conversion of this Note. The Borrower is required
at all times to have authorized and
reserved five times the number of shares that is actually issuable
upon full conversion of the Note
(based on the Conversion Price of the Notes in effect from
time to time)(the ''Reserved Amount"). The Reserved
Amount shall be increased from time
to time in accordance with the Borrower's obligations.


 


The Borrower
represents that upon
issuance, such
shares will be
duly and validly
issued, fully paid and non-assessable 
In addition, if the Borrower shall issue
any securities or make any change to its capital structure which would
change the number of shares  of 
Common Stock  into 
which the Notes shall be convertible
 at the  then current Conversion Price,
the Borrower shall at the same time make proper
provision so that thereafter there shall be a sufficient
number of shares
of Common Stock authorized
and reserved free from preemptive rights for conversion
of the outstanding Notes.


 


The Borrower
(i) acknowledges
that it has irrevocably instructed its transfer agent to
issue certificates for
the Common Stock
issuable upon conversion
of this Note and (ii)
agrees that its issuance of this Note shall
constitute full authority to its
officers and agents who
are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for shares of Common
Stock in accordance with the terms and conditions
of this Note. If, at
any time the Borrower does not maintain
the Reserved Amount it will be considered
an Event of Default as defined in this Note.


 


1.4             
Method of
Conversion.


 


(a)                
Mechanics of Conversion. 
This Note may
be converted
by the
Holder in
whole or in
part at any
time from time
to time after the Issue
Date, by  (A) submitting to the  Borrower
a Notice of  Conversion (by facsimile,  e-mail
 or  other reasonable
means of communication dispatched
on the Conversion Date prior to 6:00 p.m.,
New York, New York time).


 


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


 


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


 


(d)                
Delivery of
Common Stock Upon Conversion.
 Upon  receipt 
by the Borrower
from the Holder
of a facsimile
transmission or e-mail (or other reasonable means of communication) of a Notice
 of Conversion meeting the requirements for conversion
as provided in
this Section, the Borrower shall issue
and deliver or cause to be issued and
delivered to or
upon the order of the Holder certificates
for the Common Stock issuable upon such
conversion within Five (5) business days
after such receipt (the ''Deadline") (and, solely in the
case of conversion of the entire
unpaid principal amount hereof,
surrender of this Note) in accordance with the terms
hereof and the Purchase Agreement.


 



    	2



    	 



    




 


(e)               
Obligation of Borrower
to Deliver Common
Stock. Upon receipt
by the Borrower of
a Notice of Conversion
the Holder shall
be deemed to
be the holder of record of
the Common Stock issuable upon such
conversion the outstanding
principal amount and the amount of
accrued and unpaid interest on this
Note shall be reduced to reflect such conversion and. unless the Borrower
defaults on its obligations under
this Article I, all
rights with respect to the portion
of this Note
being so converted shall forthwith
terminate except the right to receive the
Common Stock or other securities,
cash or other assets,
as herein provided on such conversion.
If the Holder shall have
given a Notice of Conversion as provided
herein the Borrower's obligation to issue and deliver the certificates for Common
Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same. any waiver
or consent with respect to any provision thereof, the recovery of any judgment against any
person or any action to enforce
the same,
any failure or
delay in the enforcement of any
other obligation of the Borrower to the holder of record , or any setoff, counterclaim,
recoupment , limitation or termination , or any
breach or alleged breach by the
Holder of any obligation to the
Borrower, and irrespective of any other circumstance which
might otherwise limit such obligation of
the Borrower to the Holder in connection with such
conversion.  The Conversion Date
specified in the Notice of Conversion
shall be the Conversion Date so long as the
Notice of Conversion is received
by the Borrower
before 6:00 p.m., New York, New York
time on such date.


 


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


 


(g)Failure
to Deliver Common
Stock Prior to
Deadline.  Without in
any way
limiting the Holders
right to pursue
other remedies including actual
damages and or equitable relief, the parties agree that
if delivery of the Common Stock issuable upon conversion of this Note is not
delivered by the Deadline (other than a failure due to
the circumstances described in Section 1.3 above, which failure
shall be governed by such Section)
the Borrower shall pay
to the Holder $2.000
per day in cash for each day beyond
the Deadline that the Borrower fails to deliver such Common Stock. Such cash
amount shall be paid to Holder
by the fifth day of the month following
the month in which
it has accrued or, at the option of the Holder (by written notice to the
Borrower by the first day of the
month following the
month in which it has
accrued), shall
be added to the principal amount of
this Note, in which event
interest shall accrue thereon in accordance
with the terms of this Note and
such additional principal amount shall be convertible into Common Stock in accordance
with the terms of this Note. The Borrower agrees that the right to convert
is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate,
interference "'with
such conversion right are difficult
if not impossible to qualify. Accordingly the parties acknowledge that the liquidated damages provision contained in this Section
are justified. Any delay or failure of performance by the Borrower hereunder shall be excused if and to the extent caused by Force
Majeure. For purposes of this agreement, Force Majeure shall mean a cause or event that is not reasonably foreseeable and/or caused
by the Borrower. Including acts of God, fires, floods, explosions, riots wars, hurricanes, etc.


 


1.5             
Concerning the Shares. The
shares of Common
Stock issuable upon
conversion the sale. conveyance
or disposition of
all or substantially
all of the assets of
the Borrower, the effectuation
by the Borrower of a transaction or
series of related transactions in which more than 50% of
the voting power of the Borrower
is disposed of, or the consolidation , merger
or other business combination of the Borrower with or into any other Person (as defined
below) or Persons when the Borrower is not the survivor shall
either:  (i) be deemed to
be an Event of Default (as defined
in Article III) pursuant to which the Borrower
shall be required to pay to the Holder upon the consummation
of and as a condition to such transaction an amount equal to the Default Amount
(as defined in Article III) or (ii) be
treated pursuant to Section 
l.6(b) hereof. "Person'· shall mean any individual, corporation limited
liability company partnership association, trust or other entity or organization.


 


(b)               
Adjustment
Due to Merger.
Consolidation. Etc. If,
at any time
when this Note
is issued and outstanding and prior to conversion
of all of the Notes, there shall be
any merger, consolidation , exchange of
shares, recapitalization, reorganization
, or other similar
event. as a result of which shares of Common
Stock of the Borrower shall be changed into the same or
a different number of shares of another class
or classes of stock or securities of the
Borrower or another entity, or in case of any
sale or conveyance of all
or substantially all of
the assets of the Borrower other than in connection
with a plan of complete liquidation
of the Borrower, then the Holder of this Note shall thereafter
ha\'e the right to receive upon
conversion of this Note, upon
the basis and upon the terms and
conditions specified herein and in lieu of the shares of 
Common Stock  immediately theretofore issuable upon
conversion, such stock. securities or assets which the Holder would have been
entitled to receive in such transaction had
this Note been convened in full immediately prior
to such transaction (without regard
to any limitations on conversion set forth herein),
and in any such case appropriate provisions shall be
made ·with respect to the rights
and interests of the
Holder of this Note to the end
that the provisions hereof (including, without 
limitation. provisions for adjustment of the Conversion Price and of
the number  of shares
issuable upon  conversion of
the Note) shall thereafter be applicable as
nearly as may be practicable in
relation to any securities or assets thereafter deliverable upon the conversion
hereof.  The Borrower shall not affect
any transaction described in this
Section 1 .6(b) unless (a) it first gives.
to the extent practicable , thirty (30) days prior written notice (but in
any event at least fifteen (15) days
prior written notice) of the record date
of the special meeting of shareholders to approve, or if  there 
is  no such record date,
the consummation of,
such merger. consolidation,
exchange of shares, recapitalization, reorganization
or other similar event
or sale of assets (during which time the
Holder shall be entitled to convert this
Note) and (b)
the resulting successor or acquiring entity (if not the Borrower) assumes by
written instrument the obligations of this
Section 1.6(b) The above provisions shall
similarly apply to successive consolidations,
mergers, sales, transfers or share
exchanges.


 


(c)               
Adjustment
Due to Distribution.
If the Borrower
shall declare
or make any distribution
of its assets (or rights to acquire its assets) to holders
of Common Stock as a dividend. stock repurchase, by way of return of capital or otherwise
(including any dividend or
distribution to the Borrower 's shareholders in
cash or shares (or rights to acquire shares)
of capital stock of a subsidiary (i.e.,
a spin-off)) (a "Distribution"),
then the Holder of this
Note shall be entitled, upon any
conversion of this Note after the date of record for determining shareholders entitled to such Distribution
to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable
upon such conversion had such
Holder been the holder of such shares
of Common Stock on the record
date for the determination of shareholders entitled to such Distribution.


 


(d)               
Adjustment Due to Dilutive Issuance. If at any time when any Notes are issued and outstanding,
the Borrower issues or sells, or in accordance with this Section hereof is deemed to have issued or sold , any shares of Common
Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting
discounts or allowances in connection therewith) less than the Conversion Price in effect on the date of such issuance (or deemed
issuance) of such shares of Common Stock (a "Dilutive Issuance"), then immediately upon the Dilutive Issuance, the Conversion
Price will be reduced to the amount of the consideration per share received by the Borrower in such Dilutive Issuance.


 



    	3



    	 



    




 


The Borrower
shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or grants any warrants, rights
or options (not including employee stock option plans), whether or not immediately exercisable, to subscribe for or to purchase
Common Stock or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants,
rights and options to purchase Common Stock or Convertible Securities are hereinafter referred to as "Options") and the
price per share for which Common Stock is issuable upon the exercise of such Options is less than the Conversion Price then in
effect, then the Conversion Price shall be equal to such price per share. For purposes of the preceding sentence, the "price
per share for which Common Stock is issuable upon the exercise of such Options" is determined by dividing (i) the total amount.
if any, received or receivable by the Borrower as consideration
for the issuance
or granting of
all such Options,
plus the minimum
aggregate amount of
additional consideration, if any,
payable to the Borrower upon the exercise of all such Options, plus, in the case
of Convertible Securities issuable upon the  exercise of 
such Options, the minimum aggregate amount of 
additional consideration payable upon the conversion or exchange thereof at
the time such Convertible Securities first
become convertible or exchangeable
by (ii) the maximum total number of shares
of Common  Stock issuable upon the
exercise of all such Options
(assuming full conversion of Convertible Securities, if applicable). No
further adjustment to the Conversion Price will be made
upon the actual issuance of such Common
Stock upon the exercise of such Options or upon the conversion or exchange of
Convertible Securities issuable upon exercise
of such Op6ons.


 


Additionally,
the Borrower shall
be deemed to
have issued or
sold shares of
Common Stock if
the Borrower in any manner issues
or sells any Convertible Securities, whether or not immediately convertible (other
than where the same are issuable upon the exercise of
Options), and the price per share for which Common Stock is issuable
upon such conversion or exchange is less
than the Conversion Price then in
effect, then the Conversion Price shall be
equal to such price per share. For the
purposes of the preceding sentence, the "price per share for which Common
Stock is issuable upon such conversion or exchange" is determined by
dividing (i) the total
amount, if any,
received or receivable by the Borrower as
consideration for the issuance or sale
of all such Convertible Securities,
plus the minimum aggregate amount of additional consideration , if any, payable to
 the Borrower  upon the conversion or exchange
thereof at the time such Convertible
Securities first become convertible or exchangeable
by (ii) the maximum total number of
shares of Common Stock issuable
upon the conversion or exchange of
all such Convertible Securities. No
further adjustment to the Conversion Price will be made upon
the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.


 


(e)               
Purchase Rights. 
If, at
any time when
any Notes are
issued and outstanding, the
Borrower issues any convertible
securities or rights to purchase stock, warrants, securities or other property (the
"Purchase Rights") pro rata to the record holders of any class of Common
Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable
to such Purchase Rights,
the aggregate Purchase Rights which such
Holder could have acquired if such Holder had held the number of shares of Common
Stock acquirable upon complete conversion
of this Note (without regard to any limitations
on conversion contained herein) immediately
before the date on which a record is taken for the
grant issuance or sale or such Purchase Rights or if
no such record
is taken the date as of \\·hich the record holders of Common Stock are to
be determined for the gran t, issue or sale of such Purchase Rights.


 


(f)                
Notice of
Adjustments.  Upon the
occurrence of each
adjustment or readjustment
of the Conversion
Price as a
result of the events described in this
Section 1.6, the Borrower . at its
expense, shall prompt l y compute such
adjustment or readjustment and prepare and furnish to the Holder of a certificate setting
forth such adjustment or readjustment and showing in
detail the facts upon which
such adjustment or readjustment is based . The Borrower shall,
upon the written request at any time of
the Holder, furnish to such Holder
a like certificate setting forth (i) such adjustment or readjustment (ii) the Conversion
Price at the time in effect and (iii) the number of shares of Common Stock
and the amount, if any, of other securities
or property which at the time would be received
upon conversion of the Note.


 


1.7Trading
Market Limitations. Unless
permitted by the
applicable rules and
regulations of the
principal securities market on which the Co1mnon Stock is then listed or traded,
in no event shall the Borrower
issue upon conversion of or otherwise pursuant to this Note and the other Notes
issued pursuant to the Purchase Agreement more than the maxim.um number or
shares of Common Stock that the Borrower can issue pursuant to any rule of the
principal United States securities market on which the Common Stock is then
traded (the 'Maximum Share Amount''}, which shall be 4.99%
of the total shares outstanding on the
Closing Date (as defined in the
Purchase Agreement) , subject to equitable
adjustment from time to time for stock splits, stock dividends combinations capital
reorganizations and similar events relating to the Common Stock occurring after the
date hereof. Once the Maximum Share Amount has been issued, if
the Borrower fails to eliminate
any prohibitions under applicable
law or the rules or regulations of any
stock exchange. interdealer quotation system or other self-regulatory organization with
jurisdiction over the Borrower or any of its securities on the
Borrower 's ability to issue shares of
Common Stock in excess of the Maximum Share
Amount, in lieu of any further right to
convert this Note, this will be considered an Event
of Default under Section 3.3 of the Note.


 


1.8Status
as Shareholder. Upon submission
of a Notice
of Conversion by
a Holder (i)
the shares covered
thereby (other than
the shares.
if any. which cannot be issued because
their issuance would exceed such Holder 's allocated portion of the Reserved
Amount or Maximum Share Amount) shall be deemed
converted into shares of Common Stock and (ii)
the Holder's rights as a Holder of such
converted portion of this Note shall
cease and terminate, excepting only the
right to receive ce11ificates for such shares of Common Stock and to any remedies provided
herein or otherwise available at law or
in equity to such Holder because
or a failure by the Borrower to comply
with the terms of this Note. Notwithstanding the foregoing.
if a Holder has not received
certificates for all shares of Common Stock prior to the tenth (10th) business
day after the
expiration of the Deadline with respect
to a conversion of any portion of this
Note for any reason , then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying
the Borrower) the Holder shall regain the rights of a Holder of this Note with respect
to such unconverted portions of chis Note and the Borrower shall, as soon
as practicable. return such unconverted Note  to the Holder
or, if the Note has not been surrendered adjust
its records to reflect that such portion of this Note has not been converted in all
cases the Holder shall retain all of its rights and remedies (including, without limitation. (i) the right to receive Conversion
Default Payments pursuant to Section l .3 to the extent required thereby for such Conversion Default and any subsequent Conversion
Default and (ii) the tight to have the Conversion Price with respect to subsequent
conversions determined in accordance with Section
1.3) for the Borrower's failure to convert this Note.


 


1.9Prepayment.
Maker may prepay
this Note, in
accordance with the
following schedule: If
within 180
calendar days of
the execution of this Note, $135%
of all outstanding principal and interest
in one payment. After 180 calendar days
or this Note being executed, any prepayments must
be approved by
both parties in writing.


 


ARTICLE
IL CERTAIN COVENANTS


 


2.1              
Distributions on
Capital Stock.  So
long as the Borrower
shall have any obligation
under this Note,
the Borrower shall not without the Holder's written consent (a) pay, declare
or set apart for such payment , any dividend or other distribution (whether in cash, property or other securities) on shares of
capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly
or indirectly or through any subsidiary make any other payment or distribution in respect or its capital stock except for distributions
pursuant to any shareholders· rights plan which is approved by a majority of the Borrower’s disinterested directors.


 



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2.2              
Restriction on Stock Repurchases. So long as the Borrower shall have any obligation
under this Note, the Borrower shall not without the Holder's written consent redeem, repurchase or otherwise acquire (whether for
cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any
shares of capital stock of the Borrower or any warrants, rights or options to purchase or acquire any such shares.


 


2.3               Borrowings.
So long as the Borrower shall have any obligation under this Note , the Borrower shall not, without the Holder's written
consent, create, incur, assume guarantee, endorse, contingently agree to purchase or otherwise become liable upon the
obligation of any person, firm, partnership, joint venture or corporation, except by the endorsement of negotiable
instruments for deposit or collection, or suffer to exist any liability for borrowed money. except (a) borrowings in
existence or committed on the date hereof and of which the Borrower has  informed Holder in writing prior to the date
hereof, (b) indebtedness to trade creditors or financial institutions incurred in the ordinary course of business or (c)
borrowings, the proceeds of which shall be used to repay this Note.


 


2.4              
Sale of
Assets. So long
as the Borrower
shall have any
obligation under
this Note,
the Borrower shall
not, without the
Holder's written consent,
sell, lease or
otherwise dispose of any significant
portion of its assets outside the ordinary course
of business. Any consent to the
disposition of any assets may be conditioned on
a specified use of the proceeds of
disposition.


 


2.5              
Advances and
Lo ans. So
long as the
Borrower shall have any
obligation under this Note,
the Borrower shall
not,
without the Holder's written consent,
lend money, give credit or make advances to
any person,
firm, joint venture or corporation
including,
without limitation, officers. Directors, employees subsidiaries and affiliates of the Borrower, except loans, credits or advances
(a) in existence or committed on the date hereof and which the Borrower has informed Holder in writing prior to the date hereof
(b) made in the ordinary course of business or
(c) not in excess
of $100,000.


 


ARTICLE
III. EVENTS OF
DEFAULT


 


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


 


3.1Failure
to Pay
Principal or Interest. The
Borrower fails to pay
the principal hereof or
interest thereon when due on this
Note whether at maturity upon acceleration
or otherwise.


 


3.2Conversion and the Shares. The
Borrower  fails to issue
shares of Common Stock
to the Holder
(or announces or
threatens in writing
that it will not honor its
obligation to do so) upon exercise by
the Holder of the conversion rights of the Holder in accordance with
the terms of this Note, fails to transfer
or cause its transfer agent to transfer
(issue) (electronically or in certificated form) any certificate for shares
of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note
as and when required by this Note,
the Borrower directs its transfer agent not to transfer or delays,
impairs, and/or
hinders its transfer agent in
transferring (or issuing) (electronically
or in certificated form) any certificate for shares of Common Stock to be issued to
the Holder upon conversion of or otherwise
pursuant to this Note as and when required by this Note. or fails to remove (or directs its transfer agent not to
remove or impairs. delays,
and/or hinders its transfer agent
from removing) any restrictive legend (or to withdraw any stop transfer instructions
in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon
conversion of or otherwise pursuant
to this Note as and when required by this Note (or makes any written
announcement. statement or threat that it does not intend to honor the obligations
described in this paragraph ) and any such failure shall continue uncured (or any
written announcement, statement or threat not to honor its obligations shall
not be rescinded in writing)
for three (3) business days after
the Holder shall have
delivered a Notice of Conversion. It is an obligation of the Borrower to remain
current in its obligations to its transfer agent.
It shall be an event of default of this Note if a conversion of this Note is
delayed hindered or frustrated due to a balance owed by the Borrower to its transfer
agent. If at
the option of the Holder,
the Holder advances any funds
to the Borrower's transfer agent
in order to process a conversion such advanced funds shall be paid by the Borrower
to the Holder within forty eight (48)
hours of a demand from the Holder.


 


3.3 Breach
of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any
collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of ten (l0) days
after written notice thereof to the Borrower from the Holder.


 


3.4              
Breach of Representations and Warranties. Any representation or warranty of the Borrower made
herein or in any agreement. statement or certificate given in writing pursuant hereto or in connection herewith (including, without
limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has
(or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the
Purchase Agreement.


 


3.5              
Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment
for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part
of its property or business, or such a receiver or trustee shall otherwise be appointed.


 


3.6                                                                                                  
Judgments. Any
money judgment,
writ or similar
process shall be
entered or filed
against the Borrower or any
subsidiary of the Borrower or any of its
property or other assets for more than $50,000,
and shall remain unvacated , unboned
or unstayed for a period of considered a default under this Note and the Other
Agreements , in which event the Holder shall
be entitled (but in no event required)
to apply all rights and remedies of the Holder under the terms of
this Note and the Other Agreements by reason of
a default under said Other Agreement or hereunder ."Other Agreements"
means. Collectively all agreements and instruments between among or by (1) the Borrower,
and. or for the benefit of. (2) the Holder  and
any affiliate of the Holder,
including, without limitation, promissory notes: provided ,
however, the term "Other Agreements
" shall not include the related or companion documents to this Note. Each of
the loan transactions will be
cross-defaulted with each other loan transaction
and with all other existing and future
debt of Borrower co the Holder.






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Upon
the occurrence and
during the continuation
of any Event
of Default specified
in Section 3.l
(solely with respect to
failure 10 pay the principal hereof
or interest thereon when due at the Maturity
Date), the Note shall become immediately
due and payable and the Borrower shall
pay to the Holder, in full satisfaction of its obligations hereunder an amount equal
to the Default Sum (as defined herein). UPON THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN
SECTION 3.2, THE NOTE SHALL BECOME MEDIATELY DUE AND PAYABLE AND THE BORROWER SHALL PAY TO THE HOLDER. IN FULL SATISFACTION OF
ITS OBLIGATIONS HEREUNDER AN A MOUNT EQUAL TO: (Y) THE DEFAULT SUM (AS DEFINED HEREIN): MULTIPLIED BY (Z) TWO (2). Upon the occurrence
and during the continuation of any Event of Default specified in Sections 3.l (solely with respect to failure to pay the principal
hereof or interest thereon when due on this Note upon a Trading Market Prepayment Event pursuant to Section 1.7 or upon acceleration).
3.3. 3.4, 3.6. 3.8. 3.9, 3.1 1. 3.12. 3.13. 3.14. and/or 3.l5 exercisable through the delivery of written notice to the Borrower
by such Holders (the ·'Default Notice"), and upon the occurrence of an Event of Default specified the remaining sections
of Articles 1Il (other than failure to pay the principal hereof or interest thereon at the Maturity Date specified in Section 3.1
hereof), the Note shall become immediately due and payable and the Borrower shall pay to the Holder in full satisfaction of its
obligations hereunder. an amount equal to the greater of (i) 150% times the sum of (w) the then outstanding principal amount of
this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the "Mandatory
Prepayment Date") plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts
owed to the Holder pursuant to Sections 1.3 and l.4(g) hereof (the then outstanding principal amount of this Note to the date of
payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the "Default Sum") or
(ii) the "parity value of the Default Sum to be prepaid. where parity, value means (a) the highest number of shares of Common
Stock issuable upon conversion of or otherwise pursuant to such Default Sum in accordance with
Article I, treating the Trading Day immediately preceding
the Mandatory Prepayment Date as
the '"Conversion Date" for purposes of determining the lowest applicable
Conversion Price, unless the Default Event arises as a result of a breach
in respect of a specific Conversion Date
in which case such Conversion Date shall be the Conversion Date). multiplied
by (b) the highest Closing Price for the Common Stock during the period
beginning on the date of first occurrence of the Event of
Default and ending one day prior to the Mandatory Prepayment Date (the "Default Amount ') and
all other amounts payable hereunder shall
immediately become due and payable all without demand, presentment or notice
all of which hereby are expressly waived , together with all costs, including without
limitation legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available
at law or in equity.


 


If the
Borrower
fails to pay
the Default Amount
within five (5)
business days of written notice
that such amount is due and payable,
then the Holder shall have the right
at any time. so long
as the Borrower remains in default
(and so long and to the extent
that there are sufficient reference thereto, as used throughout this
instrument. shall mean this instrument
(and the other Notes issued pursuant to
the Purchase Agreement) as originally executed , or if later amended or supplemented
, then as so amended or supplemented .


 


4.4              
Assignability. This Note shall be binding upon the Borrower and its successors and
assigns, and shall inure co be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an
"accredited investor" (as defined in Rule 501 (a) of the 1933 Act). Notwithstanding anything in this Note to the contrary
this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.


 


4.5              
Cost of Collection. If default is made in the payment of this Note the Borrower shall
pay the Holder hereof costs of collection, including reasonable attorneys' fees.


 


4.6              
Governing Law. This Note shall be governed by and consm1ed
in accordance with the laws of the State of New York without regard to principles of conflicts of la\YS.Any action brought
by either party against the other concerning the transactions contemplated by this Note shal1 be brought only in the state courts
of New York or in the federal courts located in the state and county of Nassau. The parties to this Note hereby irrevocably waive
any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction
or venue or based
upon forum non
conveniens. The Borrower and
Holder waive trial
by jury. The
prevailing party shall be entitled
to recover from the other party
its reasonable attorney's fees and costs.
In the event
that any provision or this Note or any other
agreement delivered in connection here with is in valid
or unenforceable under any
applicable statute or rule
of law then
such provision
shall be
deemed inoperative to the extent that
it may conflict therewith and shall be
deemed modified to conform with such state or rule of law.
Any such provision which may
prove invalid or unenforceable
under any law shall
not affect the validity or enforceability of any other provision of any agreement.
 Each party hereby irrevocably waives
personal service of process and consents to process being served in any suit,
action or proceeding in connection with
this Agreement or any other Transaction
Document by mailing a copy thereof via
registered or certified mail or Overnight
delivery (with evidence of delivery)
to such party at
the address in effect for notices
to it under this Agreement and agrees
that such service
shall
constitute good and sufficient serv1ce
of process and notice thereof. Nothing
contained herein shall be deemed to limit
in any way any right to serve
process in any other manner permitted by law.


 


4.7              
Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an
amount in excess of the outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued and
unpaid interest plus Default Interest on such interest, the Borrower and the Holder agree that the actual damages to the Holder
from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents
stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this
Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of
the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages
is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to
convert this Note into shares of Common Stock.


 


4.8              
Purchase
Agreement.
 By
its acceptance of
this Note,
each part y
agrees to be
bound by the applicable
terms of the Purchase Agreement Notice of Corporate Events. Except as otherwise
provided below, the Holder of this Note
shall have no rights as a Holder
of Common Stock unless and only
to the extent that it converts
this Note
into Common Stock. The Borrower shall
provide the Holder with prior notification of any meeting of the Borrower's shareholders (and copies of proxy materials and
other information sent to shareholders). In the event of any taking by the Borrower of a record
of its shareholders for the purpose of determining
shareholders who are entitled to receive
payment of any dividend or other distribution,
any right to subscribe for,
purchase or otherwise acquire (including by way of merger,
consolidation,
reclassification or recapitalization) any share of any class or
any other securities or property, or to
receive any other right , or for the purpose
of determining shareholders who are
entitled to vote in connection with any proposed sale, lease or
conveyance of all or substantially
all of the assets of the Borrower or any proposed liquidation
dissolution or winding up of the Borrower,
the Borrower shall mail a notice
to the Holder at least twenty (20) days
prior to the record
date specified therein (or thirty (30) days
prior to the consummation of the transact ion or event,
whichever is earlier), of the date on which any such record
is to be taken for the purpose of such dividend
distribution
right or other event and a brief
statement regarding the amount and character of such dividend,
distribution, right or other event
to the extent known at such time.
The Borrower shall make a public
announcement of any event requiring notification
to the Holder hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this
Section 4.9.


 


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


 



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IN WITNESS WHEREOF, Borrower has caused this
Note to be signed in its name by its duly authorized officer:


 


NYXO
Technologies
Corp.


 







/s/ Giorgio Johnson


Giorgio Johnson


CEO/President


2/5/2014


 



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