NEITHER
THE ISSUANCE AND
SALE OF THE
SECURITIES REPRESENTED BY THIS
NOTE NOR THE
SECURITIES INTO WHICH
THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED
UNDER fl'HE 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 (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TORULE144 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.


 


 


Principal
Amount: $10,000 


Date:
February 7, 2014



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 $10,000, together with any interest as set forth herein, on February 7,
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 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 u ti! 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.


 


Al
l payments shall be made
at such address as
the folder
shall hereafter give to the
Borrower by written notice made in accordance with the provisions
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
date which is not the date on which this Note is paid in full,
the extension of the due date thereof
shall not be taken into account for purposes
of determining the amount of interest
due on such date. As used in this Note,
the term "business day" shall
mean any day other than
a Saturday, Sunday
or a day on which commercial banks in the city of New York, New York are authorized
or required by law 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 encumbrances
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


 


l
.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 part 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
ate, 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 i n excess of that portion of
this Note upon conversion of which the
sum of (1) 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 l imitations 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 ownership 
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 13D-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 61 days' prior notice to
the Borrower , and the provisions of the conversion limitation
shall continue to apply until such 61st 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 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 Borrower's 
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 co version


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's 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 t  e
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 No e. The Borrower
is required at all ties 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, fu ll y
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.


 


(b)              
Surrender of Note Upon
Conversion.  Notwithstanding anything
to the contrary set forth herein
, upon conversion of this Note
in accordance with the term 1 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 facie, be controlling
and determinative in the absence of
manifest error. Notwithstanding the foregoing, if any portion of
this Note is converted 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
aggrega1ie 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 pail::l.


 


(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 issua8le
upon such conversion within Three (3) 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.


 


(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, l imitation 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.


 



    	2



    	 



    




 


(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 I.I 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 Holder's 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 fail u re, 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 i n 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 of this
Note may not
be sold or transferred unless 
(i) such shares are sold
pursuant to an effective registration statement under the Act or (ii) the Borrower or its
transfer agent shall have been furnished with an opinion of counsel (which opinion
shall be in form,
substance and scope customary for opinions of
counsel in comparable transactions) to
the effect that the shares to be  sold
or  transferred may be sold  or transferred
pursuant to an exemption from such registration or (iii) such
shares are sold or transferred pursuant to Rule 144 under the Act (or a
successor rule)  ("Rule  144")
or (iv) such shares are transferred to an "affiliate"
(as defined in Rule 144) of the
Borrower who agrees to sell or otherwise
transfer the shares only in accordance
with this Section  1 .5 and
who is an Accredited Investor. Except as otherwise provided herein (and subject
to the removal provisions set forth below),
until such time as the shares of Common Stock
issuable upon conversion of this Note have been registered under the Act or otherwise
may be sold pursuant to Rule 144 without any restriction
as to the number of securities
as of a particular date that can
then be immediately sold, each certificate for shares of Common Stock
issuable upon conversion of this Note that
has not been so included in an effective registration
statement or that has not been sold pursuant
to an effective registration
statement or an exemption that permits
removal of the legend , shall bear a legend substantially
in the following form, as appropriate:


 


"NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY
THIS CERTIFICATE NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE 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 (WHICH COUNSEL 
SHALL BE SELECTED BY THE HOLDER), 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."


 


The
legend set forth
above shall be removed 
and the Borrower shall issue to the
Holder a new
certificate therefore  free
of any transfer legend if (i) the Borrower or
its transfer agent shall have received an opinion of
counsel, in form, substance and scope customary for opinions of counsel in
comparable transactions , to the effect that a public sale or transfer of such Common
Stock may be made without registration under
the Act, which opinion shall be accepted by the Company so that the sale or transfer
is effected or (i i) in the case
of the Common Stock issuable upon conversion
of this Note, such security is registered for sale by the Holder under an effective
registration statement filed under the Ad or
otherwise may be sold pursuant to
Rule 144 without any restriction as to
the number of securities as of a particular
date that can then be immediately sold
 In  the event that the Company does not accept the opinion 
of  counsel provided  by the Buyer
with respect to the transfer
of Securities pursuant to an exemption
from registration, such as Ru le 144
or Regulation S, at the Dead line, it will be considered
an Event of Default pursuant to this note.


 


1.6
Effect of Certain Events.


 


(a)               
Effect of Merger, Consolidation, Etc.  At
the option of
the Holder, 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 have the right to receive
upon conversion of this Note, upon the basis and
upon the terms and conditions specified herein and in lie 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 converted
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 l imitation , 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 l.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 prion 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 l.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales,
transfers or share exchanges.


 



    	3



    	 



    




 


(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.


 


The
Borrower shall be deemed
to have issued
or sold shares of Common Stock
if the Borrower i n
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
maxim um 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 Options.


 


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 an , 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 of such Purchase Rights or, if no such record is taken,
the date as of which the record holders of Common Stock are to be determined for the grant, 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 promptly 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.


 


1.6                                  
Trading Market Limitations. Unless permitted by the applicable rules and regulations of the principal securities market
on which the Common 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 maximum number of shares of Common Stock
that the Borrower can issue pursuant to any rule of the principal United States securities market on which the Common Stock is
then traded (the "Maxi mum Share Amount"), which shall be 4.99% of the total shares outstanding on the Closing Date
(as defined i n 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
Maxim um 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.


 


1.7                                  
Status as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than
the shares, if any, which cannot be issued because their issuance would exceed such Holder's allocated portion of the Reserved
Amount or Maxi mum 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 certificates for such shares
of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure
by the Borrower to comply with the terms of this 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 this 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 1.3 to the extent required thereby for such Conversion Default and any subsequent Conversion Default
and (ii) the right 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.


 



    	4



    	 



    




 


1.8                                                                                                                                  
Prepayment. Maker may prepay this Note, in accordance with the following schedule: Ifwith in 180 calendar days of the execution
of this Note, $135% of all outstand ing principal and interest in one payment;. After 180 calendar days of this Note being executed,
any prepayments must be approved by both parties in writing.


 


 


ARTICLE
II. CERTAIN COVENANTS


 


2.1                                                               
Distri butions on Capital Stock. So long as the Borrower shall have any obl igation 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 d istribution (whether in cash,
property or other secu rities) on shares of capital stock other than d ividends on shares of Common Stock solely in the form of
additional shares of Common Stock or (b) directly or indirectly or through any subsid iary make any other payment or distribution
in respect of its capital stock except for distributions pursuant to any shareholders' rights plan wh ich is approved by a majority
of the Borrower's d isinterested d irectors.


 


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, repu rchase or otherwise acquire (whether for cash or in exchange for property or other securities
or otherwise) i n any one transaction or series of related transactions any shares of capital stock of the Borrower or any warrants,
rights or options to pu rchase or acqu ire any such shares.


 


2.3                                                               
Borrowings. So long as the Borrower sball have any obligation under this Note, the Borrower shall not, without the Holder 's written
consent, create, incur, assume guarantee , endorse, contingentl y agree to pure ase or otherwise become liable upon the obl igation
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 l iabil ity for borrowed money, except (a) borrowings in existence or comm itted on the
date hereof and of wh ich the Borrower has i nformed Holder in writing prior to the date hereof, (b) indebtedness to trade cred
itors or financial institutions incurred in the ord inary course of business or (c) borrowi ngs, 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 Loans. 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
l im itation , officers, d irectors, employees, subsidiaries and affi l iates of the Borrower, Jxcept loans, credits or advances
(a) i n existence or comm itted on the date hereof and which the Borrower has inform ed Holder i n writing prior to the date hereof,
(b) made in the ordinary course of busi ness 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:


 








3.1                                                              
Failure 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.


 


3.2                                                              
Conversion 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 obl igation 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) (electronicall y or in certificated
form) any certificate for shares of Common Stoc issued to the Holder upon conversion of or otherwise pursuant to this Note as
and when requ ired 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) (electronicall y or in certificated form) any certificate for shares of Common Stock
to be issued to the Ho der upon conversion of or otherwise pursuant to this Note as and when requ ired 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 withd raw 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 req u ired by this Note (or makes
any written announcement , statement dr threat that it does not intend to honor the obligations described in this paragraph) and
any such failure shall continue uncu red (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
ob igation 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 thi s 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 covelilant or other material term or condition contained in this Note
and any collateral documents including but not l im ited to the Purchase Agreement and such breach continues for a period of ten
(10) 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 giten in


writing
pursuant hereto or in connection herewith (including, without limitation, the PJrchase Agreement) , shall be false or mislead
ing in any material respect when made and the breach of wh ich 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 subsid iary of the Borrower shall make an assignment for the benefit of creditors, or
apply for or consent to the appo'ntment of a receiver or trustee for it or for a substantial part of its property or business,
or such a Feceiver or trustee shall otherwise be appointed .


 


3.6                                                               
Judgments. Any money judgment , writ or similar process shall be entered or fi l ed 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 , un bonded or unstayed
for a period of twenty (20) days un less otherwise consented to by the Holder, which consent will not be unreasonabl y withheld.




    	5



    	 



    

 


3.7                                                              
Bankruptcy. Bankruptcy,insolvency, reorganizationor liquidation proceedings or other proceedings , voluntary or involuntary,
for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any
subsidiary of the Borrower.,


 


3.8                                                              
Delisti ng of Common Stock. The Borrower shall fail to maintain the


l
isting of the Common Stock on at least one of the OTCBB or an equivalent replacement exchange, the Nasdaq National Market, the
Nasdaq SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.


 


3.9                                                               
Fai l ure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requi rements of the Exchange
Act; and/or the Borrower shall cease to be subject to the reporting req uirements of the Exchange Act.


 


3.10                                                           
Liq uidation. Any dissolution, liquidation, or winding up of Borrower or any su bstantial portion of its busi ness.


 


3.
l lCessation of Operations. Any cessation of operations by Borrower or Borrower admits it i s otherwise generally unable to
pay its debts as such debts become due, provided, however , that any d isclosure of the Borrower 's ability to contin ue as a
"going concern" shall not be an admission that the Borrower cannot pay its debts as they become due.


 


3.12                                                           
Maintenance of Assets.The failure by Borrower to maintain any material intellectual property rights, personal , real property
or other assets which are necessary to conduct its business (whether now or in the future).


 


3.13                                                           
Financial Statement Restatement.The restatementof any financial statements filed by the Borrower with the SEC for any
date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result
of such restatement would , by comparison to the original financial statement, have constituted a material adverse effect on the
rights of the Holder with respect to this Note or supporting documents.


 


3.14                                                           
Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without at least twenty (20) days prior written notice
to the Holder.


 


 


3.15                                                           
Replacement of Transfer Agent. Inthe event that the Borrower proposes to replace its transfer agent, the Borrower fai ls to provide,
prior to the effective date of such


replacement
, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pu rsuant to the Purchase Agreement
(including but not limited to the provision to


i
rrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.


 


3.16                                                           
Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a
breach or default by the Borrower!of any covenant or other term or condition contained in any of the Other Agreements , after
the passage of all applicable notice and cure or grace periods, shall, at the option of the Borrower, be considered a default
under this Note and the Other Agreements, in which event the Holder shall be entitled (but i n 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 affi liate 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 to the Holder.


 


Upon
the occurrence and during the continuation of any Event of Default specified in Section 3.1 (solely with respect to failure to
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, i n 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 IMMEDIATELY DUE AND PAYABLE AND THE BORROWER SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS
HEREUNDER, AN AMOUNT 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 3.1 (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, 3.11, 3.12, 3.13, 3.14, and/or 3. 15 exercisable through the delivery of writtennotice to the Borrower
by such Holders (the "Default Notice "), and upon the occurrence of an Event of Default specified the remaining sections
of Articles III (other than failure to pay tjhe 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 llli!.§ the amounts referred to i 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 mean s (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 du ring 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
l imitation, 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 authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default
Amount, the number of shares of Common Stock of the Borrower equal to the


 


Default
Amount divided by the Conversion Price then in effect.


 



    	6



    	 



    




 


ARTICLE
IV. MISCELLANEOUS


 


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


 


4.2              Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein , shall be (i) personally served, (ii) deposited in the mail, registered or certified,
return receipt requested , postage prepaid, (i ii) delivered by reputable air courier service with charges prepaid , or (iv) transmitted
by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate conformation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice
is to be received), or the first business day following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.
The addresses for such communications shall be:


 


If
to the Borrower, to:





_________________


_________________


_________________


 


Attn:
Facsimile:


 





 


If
to the Holder:


 


WHC
Capital, LLC.


303
Merrick Road,


Suite
504


Lyn
brook, NY. 11563 Facsimile: 212.574.3326


 





4.3              
Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and
the Holder. The term "Note" and all 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 to 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 50 I (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 construed in accordance with the laws of the State of New York without
regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Note shall 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 convenience. The Borrower and
Holder waive trial by jury. The prevailing party shall be entitled to recover from the other pa11y its reasonable attorney's fees
and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid 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 statute 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 pa11y 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 service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process


in
any other manner permitted by 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.


 



    	7



    	 



    




 


4.8              
Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase
Agreement.


 


4.9              
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 t at 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 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 convenince of also substantially all of the assets of the Borrower .or any proposed liquidation
dissolution or withing up of the Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20) days prior to
the record date specified thereμi (or thirty (30) days prior of the consummation of the transaction or event, whichever
is earlier), of the date on which an such record is to be taken for the purpose of such divitlend, distrilmtion, right or other
event and a brief statement regarding the amount and character of such dividend, distribution, right or1 other event to the extent
known at such time. The Borrower shall me 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.
l 0Remedies.The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harmto
the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly ,, the Borrower acknowledges
that the remedy at law for a breach of its obligations under this 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 rellledies at Jaw 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 .


 


 


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


Giogio
Johnson


CEO


2/7/2014 






    	8