THIS CONVERTIBLE PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT
PURPOSES ONLY AND NOT FOR
DISTRIBUTION AND MAY BE TRANSFERRED OR OTHERWISE
DISPOSED OF ONLY IN COMPLIANCE
WITH THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"). THIS LEGEND SHALL BE ENDORSED UPON
ANY CONVERTIBLE PROMISSORY NOTE ISSUED IN EXCHANGE FOR
THIS CONVERTIBLE PROMISSORY NOTE. THIS
NOTE IS ISSUED TO THE HOLDER PURSUANT TO THE ASSIGNMENT AND ASSUMPTION AGREEMENT
DATED FEBRUARY 20, 2014, WHEREBY THE HOLDER ACQUIRED A PORTION ($27,500) OF DEBT
DUE BY THE ISSUER TO ICG USA, LLC EVIDENCED BY A CERTAIN CONVERTIBLE PROMISSORY NOTE ISSUED ON FEBRUARY 16, 2012 IN THE
ORIGINAL PRINCIPAL AMOUNT OF $200,000 AND WHICH INCLUSIVE OF ACCRUED AND UNPAID INTEREST EQUALS $ _________ AS OF DATE HEREOF
(THE "ICG NOTE") (A COPY OF THE ICG NOTE IS ATTACHED HERETO


  


NYXIO
TECHNOLOGIES CORP.


 


 


	ISSUE DATE:
    FEBRUARY 20, 2014	$27,500.00






 


 


CONVERTIBLE
PROMISSORY NOTE


 


Due:
February 20, 2015


 


NYXIO
TECHNOLOGIES CORP.,
a Nevada corporation
(the "Company"),for
value received, hereby
promises to pay
to TIDE POOL VENTURE CORPORATION (the "Holder")
on the 20th day of February, 2015 (the "Maturity Date") at the offices
of the Company, 2156 NE Broadway, Portland,
Oregon 97232 the principal sum of TWENTY
SEVEN THOUSAND FIVE HUNDRED DOLLARS ($27,500.00) in such
coin or currency of the United States of
America as at the time of payment shall be
legal tender for the payment of public
and private debts and to pay simple interest
on said principal sum at the rate of
10% per annum from the date hereof through the Maturity
Date. Any accrued and unpaid interest shall
be paid on the Maturity Date.


 


1.
Registered Owner.
The Issuer may
consider and treat
the person in
whose name this Note shall be
registered as the absolute owner
thereof for all purposes whatsoever (whether or not this
Note shall be overdue) and the Issuer shall not be affected by any notice to the contrary. Subject to the provisions hereof, the
registered owner of this Note shall
have the right to transfer it by assignment and the
transferee thereof, upon his registration as
owner of this Note,
shall become vested with all the powers and rights of the transferor. Registration
of any new owner shall take place upon presentation of this Note to the Issuer at its offices together
with the Note Assignment Form attached
hereto duly executed. In case of transfers by operation of law, the transferee
shall notify the Issuer of such transfer and of his address, and shall
submit appropriate evidence regarding the transfer so that this Note may be registered
in the name of the transferee. This Note is transferable
only on the books of the Issuer by the Holder on the surrender hereof, duly
endorsed. Communications sent to any registered owner shall be effective as against
all holders or transferees of this Note not registered at the time of sending
the communication. In the event of the assignment by the Holder of a
portion of the principal amount of
this Note, the transferee thereof shall not have the right to exercise the Conversion
Right (as hereinafter defined) unless the entire remaining principal portion of this
Note is converted simultaneously therewith.


 


		2.	Conversion.






 


2.1             
Conversion
Right. The
Holder shall
have the right
from time to
time, and at
any time during the period commencing on the Issue Date and ending the later
of (i) the Maturity Date and (ii) the date of payment of
the remaining outstanding principal amount, plus any accrued and unpaid interest
of this Note, to convert the outstanding and unpaid principal amount of this Note
(each a "Conversion") 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
Issuer 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 (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 Issuer 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 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 Issuer, 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 , in the form
attached hereto as Exhibit A (the "Notice of Conversion"),
delivered to the Issuer by the Holder
in accordance with Section 1.4 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 Issuer 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 Issuer's option, accrued and unpaid interest, if any, on such principal
amount at the interest rates provided in this Note to the Conversion Date.


 


2.2             
Conversion Price.
The Conversion Price
(the "Conversion
Price")
shall equal the
Variable
Conversion Price (as defined herein) (subject to equitable adjustments for
stock splits, stock dividends or rights
offerings by the Issuer relating to the Issuer's securities or the securities of any
subsidiary of the Issuer,
combinations, recapitalization, reclassifications , extraordinary distributions and similar events). The "Variable
Conversion Price" shall mean 50% multiplied
by the Market Price (as defined herein) (representing
a discount rate of 50%). "Market Price"
means the average of the lowest three
(3) Trading Prices (as defined below) for the Common Stock during the
ten (10) Trading Day period ending one Trading Day prior to the date
the Conversion Notice is sent by the Holder to the Issuer via facsimile (the
"Conversion Date"). ''Trading
Price" means, for
any security as of any date, the prices of
the security on the Over-the-Counter Bulletin Board (the "OTCBB") as reported by a reliable
reporting service ("Reporting Service") mutually acceptable
to Issuer and Holder, or, if the OTCBB is
not the principal trading market for such
security, the price of such security on the
principal securities exchange or trading market
where such security is listed or traded or, if no
price of such security is available in any
of the foregoing manners, the average
of the Trading prices of any market
makers for such security that are listed
in the "pink sheets" by the
National Quotation Bureau, Inc. If the
Trading Price cannot be calculated for such security on such date in the manner provided
above, the Trading Price shall be the fair market value as
mutually determined by the Issuer and the holders of a majority in interest of the
Notes being converted for which the calculation
of the Trading Price is required in
order to determine the Conversion Price
of such Notes. "Trading Day"
shall mean any day on which the Common Stock
is traded for any
period on the OTCBB, or on the
principal securities exchange or other securities
market on which the Common Stock is then being
traded.


 


2.3       
Anti-Dilution  Provisions.


 


2.3.1                 
Adjustments for
Stock Dividends; Combinations,
Etc. In the event
that the Issuer,
at any time
or from time
to time hereafter, shall (i) declare
any dividend or other distribution on its Common Stock payable in Common Stock of
the Issuer or in securities convertible into or exchangeable for
Common Stock, including without limitation rights; (ii)
effect a subdivision of its outstanding Common Stock into a greater
number of shares of Common Stock by reclassification, stock split or otherwise
than by payment of a dividend in shares of Common
Stock; (iii) effect a combination or consolidation of its outstanding Common Stock into a
lesser number of shares of Common
Stock by reclassification, reverse split or otherwise; (iv) issue by
reclassification, exchange or substitution
of its Common Stock any shares of capital stock of
the Issuer; or (v) effect any other
transaction having similar effect, then the Holder may convert into the exchangeable
securities. The purpose of the adjustment shall be that, in the event of a
conversion at any time after the occurrence of any
event described in (i) through (v) above, the Holder shall
be entitled to receive the shares of Conversion Stock
(or other securities) to which such Holder would have been finally entitled, after
giving effect to the occurrence of such event, as
if such Holder had converted this Note
immediately prior to the occurrence of such event. An adjustment made pursuant to this
Section 2.3. 1 shall become effective immediately
after the record date in the case of a dividend
or other distribution and shall become
effective immediately upon the
effective date in the case of a subdivision,
combination, reclassification, exchange or substitution.
The Corporation shall take no such action with respect to the
Common Stock unless the Corporation shall
simultaneously reserve out of the
authorized, unissued and unreserved shares
of common stock a sufficient number of
shares of Common Stock to be
available for full conversion
of the Note at the new Conversion
Price.


 


2.3.2                 
Adjustment for
Consolidation or Merger.
In case of
any consolidation
or merger
to which the
Issuer is a party, other
than a merger or consolidation in which the Issuer is the
surviving or continuing corporation
and which does not result in any reclassification
of, or change (other than a change in par
value or from par value to no par value
or from no par value to par value, or as a
result of a subdivision or combination) in, outstanding Common Stock,
then, as part of and as a condition to
such transaction, provision shall be made
so that, in the
event of a conversion, the Holder of this Note, shall
receive, in lieu of the
securities and property receivable upon the conversion of this Note prior to consummation of the transaction ,
the kind and amount of
shares or other securities and
property receivable upon such consolidation or merger by
a holder of the number of shares of Common Stock into
which this Note would have been converted
immediately prior to such consolidation or merger
had the conversion occurred, all subject
to further adjustment as provided in Section 2.3. 1;in each such case, the terms of this
Note shall be applicable to the securities
or property receivable upon the conversion
of this Note after such
consummation. Inany
such case, appropriate adjustment shall be made in the application of this Section 2 with respect to the rights
of the Holder of this
Note after the transaction to the end that the
provisions of this Section 2 shall
be applicable after that event. The Corporation shall
take no such action with respect
to the Common Stock unless the Corporation shall
simultaneously reserve out of the authorized,
unissued and unreserved shares of such class or
series into which the Common Stock hasbeen
changed a sufficient number of shares of such class or series into which the Common
Stock bas been changed
to be available
for full conversion of the Note at the new
Conversion Price.


 


2.4                                                               
Reservation
of Shares. The
Issuer will at
all times
reserve and keep available
out of its
authorized and unissued Common Stock, solely for issuance
and delivery upon conversion of this
Note, free of preemptive or rights of purchase,
the number of shares of Conversion Stock
issuable upon conversion of this
Note at the minimum Conversion
Price. The Issuer covenants that
all shares of Common Stock that
shall be so issuable shall,
upon issue, be duly and validly
authorized, issued and fully paid and nonassessable . . The initial reserve of shares
is 184,000,000, which may be increased
automatically in the event the initial reserve
is exhausted.


 


2.5                                                                         
Fractional
Shares. The Issuer
shall not
be required to
issue certificates
representing fractions of shares,
nor shall it be required to issue scrip
or pay cash in lieu
of fractional interests, it being the intent of
the Issuer and the Holder that all fractional interests shall be
eliminated and that all
issuances of Common Stock be rounded up to the
nearest whole share.


 


2.6                                                                         
Rights of
the Holder.
The Holder
shall not,by
virtue hereof, be
entitled to
any rights of
a shareholder of the Issuer, either at
law or in equity, and the
rights of the Holder are limited
to those expressed in this Note.


 


2.7                                                                         
Certificate. When
the Conversion Price
isadjusted
pursuant to the provisions
hereof, the Issuer
shall file with its official
corporate records a certificate
of its chief financial or accounting officer
setting forth in detail the facts requiring
such adjustment, the
computation thereof and the adjusted
Conversion Price, and shall mail a copy
of the certificate to the Holder.


 


2.8                                                                    
DTC Status.
The Company's
Common Stock are
currently eligible for
DTC book-entry delivery, settlement
and depository servicesand
accordingly are not subject to a deposit
transfer restriction
("Deposit Chill"). In
the event, the Company' s Common Stock
becomes subject to a Deposit Chill, the Variable
Conversion Rate shall be amended to 35% multiplied by the Market Price
(as defined herein)
(representing a discount rate of
65%).


 


2:.9
 Short Sales.
Other than the
transaction contemplated
hereunder, the
Investor has
not directly or
indirectly, nor has
any Person acting on behalf of or pursuant
to any understanding with such Investor, executed any
disposition, including Short Sales,
in the securities of
the Company during the period commencing
from the time
that such Investor
first received a term sheet (written or oral) from the Company.
Inaddition, the Investor shall not engage
in Short Sales of the Company'sin the future.
"Short Sales"shall include
all "short sales" as defined
in Rule 200 of Regulation SHO under
the Exchange Act (but shall
not be deemed to include the location
and/or reservation of borrowable shares of Common Stock).


 


2.10
Delivery of Common
Stock Upon
Conversion. Upon
receipt
by the Borrower from the Holder
of a facsimiletransmission
or e-mail (or other
reasonablemeans
of communication) of a Notice of
Conversion meeting the requirements
for conversion as provided in this Section 2.10,the
Borrower shall issue
and deliver or causeto
be issued and delivered to or upon the
order of the Holder
certificates for the Common Stock issuable
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, surrend er of this Note)
in accordance with the terms hereof and
the Purchase Agreement.




    	1



    	 



    

 


2.11                                                               
Obligation of
Borrower to Deliver
Common Stock Upon
receipt by the Borrower
of aNotice
of Conversion. the
Holder shall bedeemed 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 Note, 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 anyjudgment
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.


 


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


 


2.13                                                                 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,
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 through willful or deliberate
acts on the part of the Borrower. 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 terrns 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 inthis Section 2.13 are justified.





 


3.Redemption.The
Borrower shall have
no right of
prepayment.


 





		4.	Defaults.  Ifany
one or more
of the following
shall (Events of
Default) shall
occur:



 


(a)    
the Issuer
shall (i) admit
in writing its
inability to pay
its debts generally as they mature;
(ii) make a general assignment for
the benefit of creditors; (iii) fail or be unable to pay its debts as they mature
iv) be adjudicated a bankrupt or insolvent;
(v) file a voluntary petition in bankruptcy
or a petition or an answer seeking an arrangement with creditors;


 


(vi)
take advantage of any
bankruptcy, insolvency or
readjustment of debt
law or statute
or file an
answer admitting the material allegations
of a petition filed against it
in any proceeding
under any such law; (vii) apply for
or consent to the appointment of a receiver, trustee
or liquidation for all or a substantial portion of
its assets; (viii) have an involuntary
case commenced against it under the Federal bankruptcy laws,
which case is not dismissed or stayed
within thirty (30) days;
or


 


(viii) fail to pay its taxes on a timely basis; ix) violate any covenant provided for in
this Note, and
such violation shall continue
unremedied for a period of fifteen
(15) days following the giving of
written notice thereof from the Holder;


 


(b)     any
judgment is entered
against the Issuer
which is not
bonded or discharged
within 30 days;


 


 


(d)    the
sale, transfer,
assignment or disposition
of any
of the Issuer's
assets that are material to the business and/or operations of the
Issuer's business.


 


then, at any time thereafter and unless such Event of Default shall have been cured or shall
have been waived in writing by the Holder (which waiver shall
not be deemed a waiver of any subsequent
default), at the option of the Holder
and in the Holder's sole discretion,
the Holder may, by written notice to the Issuer, declare the entire unpaid
principal amount of this Note then outstanding, together with accrued interest thereon,
to be forthwith due and
payable, whereupon


the same
shall become
forthwith due and
payable.


 





(e) Upon an event
of default the Debenture will become immediatelyd
ue and payable  in an amount in cash (the
"Default Prepayment Amount") equal to multiplied by
the sum of: (w) the then outstanding principal
amount of this Debenture plus (x)
accrued and unpaid interest on the
unpaid principal amount of this Debenture to the Default Date plus (y) Default Interest, ifany,on
the amounts referred to in clauses (w) and (x) plus (z)
hereof.


 




    	2



    	 



    

 





5.
Investment Intent. The
Holder,
by its
acceptance hereof,
hereby represents and warrants
that this Note
is being acquired,and
the Common Stock issuable upon the
conversion of this Note will be acquired,
for investment purposes only and without
a view to the distribution thereof, and may be
transferred only in compliance with the Act. Unless,
prior to the conversion of this Note, the issuance
of the Common Stock has been registered
with the Securities and Exchange Commission
pursuant to the Act, the Note Conversion Form shall
be accompanied by a representation
of the Holder to the Issuer to the effect
that such securities are being acquired for investment and not with a
view to the distribution thereof, and such other representations and documentation
as may be reasonably required by the Issuer, unless
in the opinion of counsel to the Issuer such
representations or other documentation are not
necessary to comply with the Act.


 


6.                                                                    
Default
Rate of Interest;
Costs of Collection.
In the event
the Issuer sha1l
default in the payment
of this Note when due, then (i) effective with such date of default,the interest
rate payable hereunder shall be increased to eighteen percent (18%)
per annum and (ii) the Issuer agrees
to pay, in addition to unpaid principal
and interest,
all the costs and expenses incurred in effecting collection
hereunder or enforcing the terms of this Note, including reasonable attorneys' fees.


 


7.                                                                    
Applicable Law.
This Note is
issued under and
shall
for all purposes
be governed by
and construed in accordance with the laws of the State of New York.


 


 


8.                                                                     Notices. Any notice required or
permitted to be
given pursuant to this Note shall be deemed to
have been duly given when
delivered by hand or sent by certified or registered mail, return
receipt requested and postage prepaid, overnight mail or
telecopier as follows:


 


If to
the Holder:


 


Tide
Pool Ventures
Corporation


 28963 Palos
Verdes Drive East



Rancho Palos Verdes,
California


 Attn: Todd
Violette


 


Ifto
the Company:


 


Nyxio
Technologies


 Corp. 2156
NE Broadway


Portland,
Oregon 97232


Attention: Giorgio
Johnson


 


or at such other address as the Holder or the Issuer  shall designate by notice to the other
given in accordance with this Section 8.


 




    	3



    	 



    

 





9.                                                                             
Miscellaneous. This
Note constitutes the
rights and obligations
of the Holder
and the Issuer.
No provision of
this Note may
be modified except by an instrument in writing
signed by the party against whom
the enforcement of any modification is
sought.


 


The
Issuer shall not
take any action
that would impair
the rights and
privileges of the Holder herein
or avoid or
seek to avoid
the observance or
performance of any
of the terms to be observed
or performed hereunder by the Issuer, but will
at all times act in good faith to assist in carrying
out the provisions of
this Note, including the Conversion rights
provided in paragraph 2 herein and will take all
such action as may be necessary or appropriate in order to
protect the conversion rights of the Holder of the Note.


 


The
waiver by the
Holder of a
breach of any
provision of this
Note shall not operate
or be construed
as a waiver of any subsequent
breach.


 


If
any provision, or
part thereof, of
this Note shall
be held to
be invalid or unen
forceable, such invalidity or
unenforceability shall attach only to such provision and
shall not in any way affect or render
invalid or unenforceable any
other provisions of this Note and this Note shall be carried out as if such
invalid or unenforceable provision, or part thereof, had been reformed, and
any court of competent jurisdiction is authorized to so
reform such invalid or unenforceable provision, or part thereof, so that
it would be valid, legal and enforceable
to the fullest extent
permitted by applicable law.


 


In
no event shall
the rate of
interest payable hereunder
exceed the maximum rate permitted
by applicable law.


 


No
provision of this
Note shall alter
or impair the
absolute and unconditional obligation
of the Issuer
to pay the principal of, and interest
on, this Note in accordance with the provisions hereof.


 


The
Issuer agrees that
irreparable damage would
occur in the
event that any
of the provisions of
this Note were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that,
except with respect to the payment of the amounts due hereunder, the Holder of
this Note shall be entitled to swift specific performance , injunctive relief
or other equitable remedies
to prevent or cure breaches of
the provisions of this Note and to enforce specifically
the terms and provisions hereof, this being in addition to any other remedy to which
the Holder may be entitled under this
Note.


 





[SIGNATURE
PAGE FOLLOWS]


 




    	4



    	 



    

 


 IN
WITNESS WHEREOF,
the Company has
caused
this
Note to be
signed
on its behalf,
in its corporate name,
by its duly authorized officer,
all as of the
day and year first above written.


 


NYXIO
TECHNOLOGIES CORP.


 


By: /s/ Giorgio Johnson
 


Giorigo Johnson, CEO


 







    	5



    	 



    

  


CONVERTIBLE
PROMISSORY NOTE


 


DUE
FEBRUARY 20, 2015


 


NOTICE
OF CONVERSION


 


The
undersigned hereby elects
to convert $principal
amount of the Note
(defined below)
into that number
of shares of
Common Stock to
be issued pursuant to the conversion of the
Note ("Common Stock") as set forth
below, of NYXIO TECHNOLOGIES CORP., a
Nevada corporation (the "Borrower") according to the conditions of
the convertible note of the Borrower dated as of February 20,
2014, (the "Note"),
as of the date written below. No fee will
be charged to the Holder for
any conversion, except
for transfer taxes, if any.


 


Box Checked
as to applicable
instructions (DWAC
Transfer shall apply
only if Borrower
is DWAC eligible):


 


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


Name
of DTC Prime
Broker: Account Number:


 


[ ] The undersigned
hereby requests that the Borrower issue a certificate or
certificates for the number of shares of Common Stock set forth
below (which numbers are based on the Holder's
calculation attached hereto) in the name(s) specified
immediately below or,if additional space is necessary,on
an attachment hereto:


 





 





Date of
Conversion:





 


Applicable
Conversion Price:$_____
Number of Shares
of Common Stock
to be Issued


Pursuant
to Conversion of
the Note:





Amount of
Principal Balance Due
remaining Under the Note
after this conversion:


Tide Pool
Venture Corporation


By:


Name:


Title:


Date:












    	6