EXHIBIT 4.1 


DEBENTURE


 


THE SECURITIES OFFERED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS
AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT
TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT
TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION (THE “COMMISSION” OR THE “SEC”) OR ANY OTHER REGULATORY AUTHORITY,
NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE
OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


 


FACE AMOUNT:  $_____________


DEBENTURE NUMBER:  April 2014 - ___


ISSUANCE DATE:   April 24, 2014


MATURITY DATE:  April 24, 2016


 


FOR VALUE RECEIVED, Brazil
Interactive Media, Inc., a Delaware corporation (the “Company”), hereby promises to pay, _____________________
a __________________ (the “Holder”) by April 17, 2016 (the “Maturity Date”), the principal
amount entered above in Face Amount, and to pay the principal amount thereof, and any accrued penalties, in such amounts, at such
times and on such terms and conditions as are specified herein.


 


This Debenture (this “Debenture”)
is subject to automatic conversion at the Maturity Date, at which time the outstanding amount under this Debenture will be automatically
converted based upon the formula set forth in Article 3.2(c) hereof.


 


	Article 1	Interest	 









 


No interest shall
accrue on the Debenture.


 





	Article 2	Method of
Payment.	 






 


Section 2.1Repayment of Debenture.


 


(a) After
the date on which the United States Securities and Exchange Commission (the “Commission” or the
“SEC”) declares the registration statement (the “Registration Statement") covering the
shares underlying the conversion of this Debenture (the “Conversion Shares”) effective (the
“Effective Date”), the Holder, at its sole option, shall be entitled to elect to convert a portion of this
Debenture pursuant to Article 3 hereof.


 


Nothing contained in this
Article 2 shall limit the amount the Holder can elect to convert during a calendar month except as defined in Section
3.2 (i) hereof.



    	



    	 



    







 


	Article 3	Conversion.	 






 


Section 3.1
Conversion Privilege.


 


(a) The
Holder of this Debenture shall have the right to convert (a “Conversion”) any and all amounts owing under
this Debenture into shares of common stock of the Company, par value $0.00001 per share (the “Common
Stock”), at any time following the Closing Date (as such term is defined in that certain Debenture Registration
Rights Agreement, of even date herewith, by and between the Company and the Holder (the “Debenture Registration
Rights Agreement”)) but which is before the close of business on the Maturity Date, except as set forth in Section
3.2(c) hereof. The number of shares of Common Stock issuable upon the Conversion of this Debenture is determined pursuant
to Section 3.2 hereof and rounding the result up to the nearest whole share.


 


(b) This
Debenture may not be converted, whether in whole or in part, except in accordance with this Article 3.


 


(c) In the event all
or any portion of this Debenture remains outstanding on the Maturity Date, the unconverted portion of such Debenture shall
automatically be converted into shares of Common Stock on such date in the manner set forth in Section 3.2 hereof.


 


Section 3.2                 
Conversion Procedure.


 


(a) Conversion
Procedures. In addition to the Holder’s right to convert this Debenture as provided in Section 2.1 above,
the Holder may elect to convert the unpaid Face Amount of this Debenture, in whole or in part, at any time following the
Closing Date; provided, however, that in the event any Conversion occurs prior to the Effective Date, the Conversion
Shares shall be subject to applicable transferability restrictions as provided under the federal securities laws, including
Rule 144. Any such Conversion shall be effectuated by the Holder sending to the Company a facsimile or electronic mail
version of the signed Notice of Conversion, attached hereto as Exhibit A, which evidences the Holder’s intention
to convert the Debenture as indicated. The date on which the Notice of Conversion is delivered (the “Conversion
Date”) shall be deemed to be the date on which the Holder has delivered to the Company a facsimile or electronic
mail of the signed Notice of Conversion. Notwithstanding the above, any Notice of Conversion received by 5:00 P.M. Boston
Time shall be deemed to have been received the previous business day, with receipt being via a confirmation of time of
facsimile of the Holder.


 


(b) Common Stock to
be Issued. Upon the Holder's Conversion of any amount of this Debenture, the Company shall issue the number of
shares of Common Stock equal to the Conversion. If, at the time of Conversion, the Registration Statement has been declared
effective, the Company shall instruct its transfer agent to issue stock certificates without restrictive legend (other than a
legend referring to such Registration Statement and prospectus delivery requirements) or stop transfer instructions. If, at
the time of the Holder's Conversion, the Registration Statement has not been declared effective, the Company shall instruct
the transfer agent to issue the certificates with an appropriate legend. The Company shall act as Registrar and shall
maintain an appropriate ledger containing the necessary information with respect to this Debenture. The Company represents
and warrants to the Holder that no instructions, other than these instructions, have been given or will be given to the
transfer agent and that the Common Stock shall otherwise be freely resold, except as may be otherwise set forth herein.


 


(c) Conversion
Price.  The Holder is entitled to convert the unpaid Face Amount of this Debenture, any time following a
Closing Date, at eight cents ($.08) per share. No fractional shares or scrip representing fractions of shares will be issued
upon Conversion, but the number of shares issuable shall be rounded up, in the event of a partial share, to the nearest whole
share. The Holder shall retain all rights of Conversion during any partial trading days.



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(d) Maximum
Interest. Nothing contained in this Debenture shall be deemed to establish or require the Company to pay interest to the
Holder at a rate in excess of the maximum rate permitted by applicable law. In the event that the rate of interest required
to be paid exceeds the maximum rate permitted by applicable law, the rate of interest required to be paid thereunder shall be
automatically reduced to the maximum rate permitted under applicable law and such excess, if so ordered, shall be credited on
any remaining balances due to the Holder. In the event that the interest rate on this Debenture is required to be adjusted
pursuant to this Section 3.2(d), then the parties hereto agree that the terms of this Debenture shall remain in full
force and effect except as is necessary to make the interest rate comply with applicable law.


 


(e) Opinion
Letter. It shall be the Company’s responsibility to take all necessary actions and to bear all such costs to issue
the Common Stock as provided herein, including the responsibility and cost for delivery of an opinion letter to the transfer
agent, if so required. The person or entity in whose name the certificate of Common Stock is to be registered shall be
treated as a shareholder of record on and after the Conversion Date. Upon surrender of any Debentures that are to be
converted in part, the Company shall issue to the Holder a new Debenture equal to the unconverted amount. The Company hereby
acknowledges that the date of consideration for this Debenture is the Issuance Date and shall use all commercially reasonable
best efforts to facilitate sales under Rule 144 of the Securities Act.


 


(f) Delivery
of Shares.


(i)
Within three (3) business days after receipt of the Notice of Conversion (the “Delivery Deadline”), the
Company shall deliver a certificate, in accordance with Section 3.2(c) hereof for the number of shares of Common Stock
issuable upon a Conversion. In the event the Company does not make delivery of said certificate by the Delivery Deadline, the
Company shall pay to Holder in cash, as liquidated damages, an additional fee per day equal to three percent (3%) of the
dollar value of the Debentures being converted (the “Delivery Penalty”); provided, however, that the Delivery
Penalty shall not be assessed against the Company in the event that the delay in delivery of the Holder’s certificate
beyond the Delivery Deadline is not due to the Company’s actions. In lieu of delivering physical certificates
representing the Common Stock and provided that the Company's transfer agent then is participating in The Depository Trust
Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder, the
Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities
by crediting the account of the Holder's prime broker (as specified by the Holder within a reasonable period in advance of
the Holder's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. If the Company is
not DWAC eligible at the time of a Conversion, the Company shall pay all charges incurred on each Conversion Date associated
with, but not limited to, deposit costs, legal review fees and wire fees. 





(ii)
If the failure of the Company to deliver the Common Stock pursuant to this Article 3.2(f) is due to the unavailability
of a sufficient number of authorized shares of Common Stock of the Company, then the provisions of this Article 3.2(f)
shall apply as well as the provisions of Article 3.2(k) hereof shall apply.


(iii)
The Company shall make any payments required under this Article 3.2(f) in immediately available funds for any defaults
under 3.2 (f) within two (2) business days of curing such default. Nothing herein shall limit the Holder’s right, at
the Holder's sole discretion, to pursue actual damages or cancel the conversion for the Company’s failure to issue and
deliver the certificate by the Certificate Deadline.


(iv)
The Company shall at all times reserve (or make alternative written arrangements for reservation or contribution of
shares) and have available all Common Stock necessary to meet Conversion of the full amount
of the Debentures then outstanding and due to the Holder, unless so waived by the Holder in writing. If, at any time, the
Holder submits a Notice of Conversion and the Company does not have sufficient authorized but unissued shares of Common Stock
(or alternative shares of Common Stock as may be contributed by Stockholders) available to effect, in full, a Conversion of
the Debentures (a “Conversion Default”, the date of such default being referred to herein as the
“Conversion Default Date”), the Company shall issue to the Holder all of the shares of Common Stock which
are then currently available. 



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(v)
In the event of Conversion Default, the Company will pay to the Holder an amount computed as follows (the
“Conversion Default Rate”): 


 


(N / 365) x (0.24) x (initial
issuance price of outstanding and/or tendered but not converted Debentures held by the Holder)


 


Where N is equal to the
number of days from the Conversion Default Date to the date that the Company authorizes a sufficient number of shares of Common
Stock to effect conversion of all remaining Debentures (the “Authorization Date”).


(vi)
The Company shall send notice to Holder of outstanding Debenture that additional shares of Common Stock have been authorized,
stating the Authorization Date and the amount of Holder’s accrued Conversion Default Payments (“Authorization
Notice”). The accrued Conversion Default shall be paid in cash or shall be convertible into Common Stock at the
Conversion Rate, upon written notice sent by the Holder to the Company, as follows: (i) in the event the Holder elects to
take such payment in cash, cash payment shall be made to the Holder within five (5) business days, or (ii) in the event
Holder elects to take such payment in stock, the Holder may convert at the Conversion Default Rate within five (5) business
days until the expiration of the Conversion period.


(vii)
If by the Delivery Deadline, any portion of the shares of the Debentures have not been delivered to the Holder and the Holder
purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery of shares which
would have been delivered if the full amount of the shares to be converted and delivered to the Holder by the Company (the
“Covering Shares”), then the Company shall pay to the Holder, in addition to any other amounts due to the
Holder pursuant to this Debenture, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The
“Buy In Adjustment Amount” is the amount equal to the excess, if any, of (x) the Holder's total purchase
price (including brokerage commissions, if any) for the Covering Shares, minus (y) the net proceeds (after brokerage
commissions, if any) received by the Holder from the sale of the sold shares. The Company shall pay the Buy-In Adjustment
Amount to the Holder in immediately available funds within five (5) business days of written demand by the Holder. By way of
illustration and not in limitation of the foregoing, if the Holder purchases shares of Common Stock having a total purchase
price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock it sold for net
proceeds of $10,000, the Buy-In Adjustment Amount which the Company would be required to pay to the Holder would be
$1,000.


 


(g) Prospectus
and Other Documents. The Company shall furnish to the Holder one (1) prospectus and any other documents incidental to the
registration of the Conversion Shares, including any amendment of or supplements thereto. Any filings submitted via EDGAR
will constitute fulfillment of the Company's obligation under this Section.


 


(h)
Limitation on Issuance of Shares. If the Company’s Common Stock becomes listed on the Nasdaq SmallCap Market after
the issuance of this Debenture, the Company may be limited in the number of shares of Common Stock it may issue by virtue of
(A) the number of authorized shares or (B) the applicable rules and regulations of the principal securities market on which
the Common Stock is listed or traded, including, but not necessarily limited to, NASDAQ Rule 4310(c)(25)(H)(i) or Rule
4460(i)(1), as may be applicable (collectively, the “Cap Regulations”). Without limiting the other
provisions thereof: (i) the Company will take all steps necessary to issue the Conversion Shares without violating the Cap
Regulations, and (ii) if, despite taking such steps, the Company cannot issue such Conversion Shares without violating the
Cap Regulations or the Holder cannot convert as a result of the Cap Regulations (each such Debenture, an
“Unconverted Debenture”) the Holder shall have the right to elect either of the following options:


 


	(i)		if permitted by the Cap Regulations, require the
Company to issue shares of Common Stock in accordance with the Holder's Notice of Conversion at a conversion purchase price equal
to the average of the closing bid price per share of Common Stock for any five (5) consecutive Trading Days (subject to certain
equitable adjustments for certain events occurring during such period) during the sixty (60) Trading Days immediately preceding
the Conversion Date; or



	(ii)		require the Company to redeem each Unconverted Debenture
for an amount (the “Redemption Amount”), payable in cash, equal to the sum of (i) one hundred thirty-three
percent (133%) of the principal of an Unconverted Debenture.



 



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	(iii)		The Holder may elect, without limitation, one of the above remedies with respect to
a portion of such Unconverted Debenture and the other remedy with respect to other portions of the Unconverted Debenture. The
Unconverted Debenture shall contain provisions substantially consistent with the above terms, with such additional provisions
as may be consented to by the Holder. The provisions of this Section are not intended to limit the scope of the provisions otherwise
included in the Unconverted Debenture.



 


(i) Limitation
on Amount of Conversion and Ownership. Notwithstanding anything to the contrary in this Debenture, in no event shall the
Holder be entitled to convert that amount of Debenture, and in no event shall the Company permit that amount of conversion,
into that number of shares, which when added to the sum of the number of shares of Common Stock beneficially owned, (as such
term is defined under Section 13(d) and Rule 13d-3 of the Securities Exchange Act of 1934, as may be amended, (the
“Exchange Act”)), by the Holder, would exceed four and ninety-nine one hundredths percent (4.99%) of the
number of shares of Common Stock outstanding on the Conversion Date, as determined in accordance with Rule 13d-1(j) of the
Exchange Act. In the event that the number of shares of Common Stock outstanding as determined in accordance with Section
13(d) of the Exchange Act is different on any Conversion Date than it was on the Closing Date, then the number of shares of
Common Stock outstanding on such Conversion Date shall govern for purposes of determining whether the Holder would be
acquiring beneficial ownership of more than four and ninety-nine one hundredths percent (4.99%) of the number of shares of
Common Stock outstanding on such Conversion Date. However, nothing in this Section 3.2(i) shall be read to reduce the
amount of principal, liquidated damages or penalties, if any, due to the Holder.


 


(j) Legend.
The Holder acknowledges that each certificate representing the Debentures, and the Common Stock unless registered pursuant
to the Debenture Registration Rights Agreement, shall be stamped or otherwise imprinted with a legend substantially in the
following form:


 


THE SECURITIES EVIDENCED BY THIS
CERTIFICATE MAY NOT BE OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER
THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) PURSUANT TO AN AVAILABLE EXEMPTION
FROM REGISTRATION UNDER SUCH ACT.


 


(k) Prior
to Conversion of this Debenture, if at any time the Conversion of all the Debentures would result in an insufficient number
of authorized shares of Common Stock being available to cover all the Conversions, then in such event, the Company will move
to call and hold a shareholder’s meeting or have shareholder action with written consent of the proper number of
shareholders within thirty (30) days of such event, or such greater period of time if statutorily required or reasonably
necessary as regards standard brokerage house and/or SEC requirements and/or procedures, for the purpose of authorizing
additional shares of Common Stock such as necessary to facilitate the Holder's Conversions. In such an event, management of
the Company shall recommend to all shareholders to vote their shares in favor of increasing the authorized number of shares
of Common Stock. Management of the Company shall vote all of its shares of Common Stock in favor of increasing the number of
shares of authorized Common Stock to an amount equal to no less than three hundred percent (300%) of the remaining balance on
this Debenture. The Company represents and warrants that under no circumstances will it deny or prevent the Holder’s
right to convert the Debentures as permitted under the terms of any of the Transaction Documents (as such term is defined in
that certain Debenture Registration Rights Agreement, of even date herewith, by and between the Company and the Holder).
Nothing in this Section shall limit the obligation of the Company to make the payments set forth in this Article 3.
The Holder, at its sole option, may request the Company to authorize and issue additional shares if the Holder feels it is
necessary for Conversions in the future. In the event the Company’s shareholder’s meeting does not result in the
necessary authorization, the Company shall redeem the outstanding Debentures for an amount equal to the sum of the principal
of the outstanding Debentures multiplied by one hundred thirty-three percent (133%).



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Section 3.3 Fractional
Shares. The Company shall not issue fractional shares of Common Stock, or scrip representing fractions of such shares,
upon the conversion of this Debenture. Instead, the Company shall round up, to the nearest whole share.


 


Section 3.4 Taxes
on Conversion. The Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of
shares of Common Stock upon the conversion of this Debenture. However, the Holder shall pay any such tax which is due because
the shares are issued in a name other than its name.


 


Section 3.5 Company
to Reserve Stock. The Company shall reserve and maintain the number of shares of Common Stock required pursuant
to and upon the terms set forth in the Transaction Documents to permit the Conversion of this Debenture. 
All Conversion Shares shall, upon issuance by the Company, be validly issued, fully paid and nonassessable and free and clear
from all taxes, liens, charges and encumbrances with respect to the issuance thereof.


 


Section 3.6 Restrictions
on Sale. This Debenture and, until the effectiveness of the registration statement as provided in the Transaction
Documents, the Conversion Shares have not been registered under the Securities Act and are being issued, or will be issued,
as the case may be under Section 4(2) of Securities Act and Rule 506 of Regulation D promulgated under the Securities Act.
This Debenture and the Conversion Shares may only be sold pursuant to registration under or
an exemption from the Securities Act.


 


Section 3.7Stock Splits, Combinations
and Dividends. If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common
Stock, or if a dividend is paid on the Common Stock in shares of Common Stock, the Conversion Price shall be proportionately reduced
in the case of a subdivision of shares or stock dividend, or proportionately increased in the case of combination of shares, in
each such case, by the ratio that the total number of shares of Common Stock outstanding immediately after such event bears to
the total number of shares of Common Stock outstanding immediately prior to such event.





 


	Article 4	Mergers.	 






 


The Company shall
not consolidate or merge into, or transfer any or all of its assets other than in connection with the contemplated transaction
between Brazil Interactive Media, Inc. and American Cannabis Consulting, Inc. to, any person, unless such person assumes in writing
the obligations of the Company under this Debenture and immediately after such transaction no Event of Default (as defined below)
exists. Any reference herein to the Company shall refer to such surviving or transferee corporation and the obligations of the
Company shall terminate only upon such written assumption of the Company's obligation. In the event of a merger, or other consolidation,
the Company shall give notice to the Holder simultaneously with the announcement to the public markets.





 


	Article 5	No Security.	 






 


This Debenture shall be
unsecured.





 


	Article 6	Defaults and Remedies	 






 


Section 6.1 Events
of Default. An “Event of Default” occurs if any one of the following occur:


 


(a)
the Company does not make timely payment or Conversion, in whole or in part, necessary to cover the principal, or other sum
due on the Maturity Date, Conversion Date, upon redemption, or otherwise described herein;


 





(b) any
of the Company’s representations or warranties contained in the Transaction Documents or this Debenture were false
when made or the Company fails to comply with any of its other agreements in the Transaction Documents and such failure
within ten (10) business days of notice of default; or,



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(c) the
Company pursuant to or within the meaning of any Bankruptcy Law: (i) commences a voluntary case; (ii) consents to the entry
of an order for relief against it in an involuntary case; (iii) consents to the appointment of a Custodian (as defined
below) of it or for all or substantially all of its property or (iv) makes a general assignment for the benefit of its
creditors or (v) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief
against the Company in an involuntary case; (B) appoints a Custodian of the Company for all or substantially all of its
property or (C) orders the liquidation of the Company, and the order or decree remains unstayed and in effect for sixty (60)
calendar days; or,


 


(d) the
Company’s Common Stock is suspended or no longer listed on any recognized exchange including electronic
over-the-counter bulletin board (“Principal Market”) for in excess of three (3) consecutive Trading Days;
failure to comply with the requirements for continued listing on a Principal Market for a period of five (5) trading days; or
notification from a Principal Market that the Company is not in compliance with the conditions for such continued listing on
such Principal Market; or,


 


(e) the
Company is in material breach of any covenant or condition of the Transaction Documents, and such breach, if subject to cure,
continues for a period of ten (10) business days; or,


 


(f) the
Registration Statement is not declared effective by the SEC within six (6) months of the Filing Date; or,


 


(g) the
Company’s failure to pay any taxes when due unless such taxes are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves have been provided on the Company’s books; provided, however,
that in the event that such failure is curable, the Company shall have ten (10) business days to cure such failure; or,


 


(h) an
attachment or levy is made upon the Company’s assets having an aggregate value in excess of fifty thousand dollars
($50,000) or a judgment is rendered against the Company or the Company’s property involving a liability of more than
fifty thousand dollars ($50,000) which shall not have been vacated, discharged, stayed or bonded pending appeal within ninety
(90) days from the entry hereof; or,


 


(i) any
change in the Company’s condition or affairs (financial or otherwise) which in the Holder’s reasonable, good
faith opinion, would have a Material Adverse Effect; provided, however, that in the event that such failure is curable, the
Company shall have ten (10) business days to cure such failure; or,


 


(j)
any Lien, except for Permitted Liens, created hereunder or under any of the Transaction Documents for any reason ceases to be
or is not a valid and perfected Lien having a first priority interest; or,


 


(k) the
indictment or threatened indictment of the Company, any officer of the Company under any criminal statute, or commencement
or threatened commencement of criminal or civil proceeding against the Company or any officer of the Company pursuant to
which statute or proceeding penalties or remedies sought or available include forfeiture of any of the property of the
company.


 


Section 6.2 Remedies.


 


(a) In
the Event of Default, the Holder may also elect to garnish revenue from the Company in an amount that will repay the Holder
on the schedules outlined in this Debenture.


 


(b) In
the Event of Default, as outlined in this Debenture, the Holder may elect to increase the Face Amount by two and
one-half percent (2.5%) per month (pro-rata for partial periods) paid as liquated damages (“Liquidated
Damages”), compounded daily. It is the intention and acknowledgement of both parties that the Liquidated Damages
not be deemed as interest or a penalty under the terms of this Debenture.


 


Section 6.3 Acceleration. If
an Event of Default occurs, the Holder by notice to the Company may declare the remaining principal amount of this
Debenture, and any liquidated damages, to be immediately due and payable in full.



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Section 6.4 Seniority.
Except as provided in the Transaction Documents, the Company warrants that no indebtedness of the Company is senior to this
Debenture in right of payment, whether with respect to damages or upon liquidation or dissolution or otherwise. The Company
warrants that it has taken all necessary steps to subordinate its other obligations to the rights of the Holder
hereunder.


 


Section 6.5Cost of Collections.
If an Event of Default occurs, the Company shall pay the Holder's reasonable costs of collection, including reasonable attorney's
fees and costs of arbitration.





 


	Article 7	Registered Debentures	 






 


Section 7.1 Record
Ownership. The Company or its attorney shall maintain a register of the Holder of the Debentures
(the “Register”) showing their names and addresses and the serial numbers and principal amounts of
Debentures issued to them. The Register may be maintained in electronic, magnetic or other computerized form. The Company may
treat the person named as the Holder of this Debenture in the Register as the sole owner of this Debenture. The Holder of
this Debenture is exclusively entitled to receive payments on this Debenture, receive notifications with respect to this
Debenture, convert it into Common Stock and otherwise exercise all of the rights and powers as the absolute owner hereof.


 


Section 7.2 Worn
or Lost Debentures. If this Debenture becomes worn, defaced or mutilated but is still substantially intact and
recognizable, the Company or its agent may issue a new Debenture in lieu hereof upon its surrender. Where the Holder of this
Debenture claims that the Debenture has been lost, destroyed or wrongfully taken, the Company shall issue a new Debenture in
place of the Debenture if the Holder so requests by written notice to the Company.





 


	Article 8	Notice.	 






 


Any notices, consents,
waivers or other communications required or permitted to be given under the terms of this Debenture must be in writing and will
be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided
a confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one
(1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to
receive the same. The addresses and facsimile numbers for such communications shall be:


 


	 	If to the Company:	 	Brazil Interactive Media, Inc.	 
	 	 	 	Peter J. Gennuso, Esq.	 
	 	 	 	Thompson Hine LLP	 
	 	 	 	335 Madison Avenue, 12th Floor	 
	 	 	 	New York, NY 10017	 



 


	 	 	 	 	 	 
	 	If to the Holder:	 	Name:	 	 
	 	 	 	 	 	 
	 	 	 	Address:	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 









 


 


Each party hereto shall
provide five (5) business days prior notice to the other party hereto of any change in address, phone number or facsimile number.



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	Article 9	Time.	 









 


Where this Debenture authorizes
or requires the payment of money or the performance of a condition or obligation on a Saturday or Sunday or a holiday on which
the United States Stock Markets (“US Markets”) are closed (a “Holiday”), such payment shall
be made or condition or obligation performed on the last business day preceding such Saturday, Sunday or Holiday. A “business
day” shall mean a day on which the US Markets are open for a full day or half day of trading.


 


	Article 10	No Assignment.	 






 


This Debenture and the
obligations of the Company hereunder shall not be assignable by the Company without prior written consent of the Holder.





 


	Article 11	Rules of Construction	 






 


In this Debenture, unless
the context otherwise requires, words in the singular number include the plural, and in the plural include the singular, and words
of the masculine gender include the feminine and the neuter, and when the tense so indicates, words of the neuter gender may refer
to any gender. The numbers and titles of sections contained in the Debenture are inserted for convenience of reference only, and
they neither form a part of this Debenture nor are they to be used in the construction or interpretation hereof. Wherever, in this
Debenture, a determination of the Company is required or allowed, such determination shall be made by a majority of the Board of
Directors of the Company and if it is made in good faith, it shall be conclusive and binding upon the Company and the Holder of
this Debenture. Any capitalized term used but not defined in this Debenture shall have the meaning ascribed to it in the Transaction
Documents.





 


	Article 12	Governing Law.	 






 


The validity, terms,
performance and enforcement of this Debenture shall be governed and construed by the provisions hereof and in accordance with the
laws of the Commonwealth of Massachusetts applicable to agreements that are negotiated, executed, delivered and performed solely
in the Commonwealth of Massachusetts.





 


	Article 13	Disputes Under Debenture	 






 





All disputes arising under
this Debenture shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, without regard
to principles of conflict of laws. The parties to this Debenture shall submit all disputes arising under this Debenture to arbitration
in Boston, Massachusetts before a single arbitrator of the American Arbitration Association (the “AAA”). The
arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator
shall be an attorney admitted to practice law in the Commonwealth of Massachusetts. No party hereto will challenge the jurisdiction
or venue provisions as provided in this section. Nothing in this section shall limit the Holder's right to obtain an injunction
for a breach of this Debenture from a court of law. Any injunction obtained shall remain in full force and effect until the arbitrator,
as set forth in Article 13, fully adjudicates the dispute.





 


	Article 15	Waiver.	 






 


The Holder's delay or failure
at any time or times hereafter to require strict performance by the Company of any undertakings, agreements or covenants shall
not waive, affect, or diminish any right of the Holder under this Debenture to demand strict compliance and performance herewith.
Any waiver by the Holder of any Event of Default shall not waive or affect any other Event of Default, whether such Event of Default
is prior or subsequent thereto and whether of the same or a different type. None of the undertakings, agreements and covenants
of the Company contained in this Debenture, and no Event of Default, shall be deemed to have been waived by the Holder, nor may
this Debenture be amended, changed or modified, unless such waiver, amendment, change or modification is evidenced by an instrument
in writing specifying such waiver, amendment, change or modification and signed by the Holder.



    	9



    	 



    







 


	Article 16	Integration.	 






 


This Debenture is the final
definitive agreement between the Company and the Holder with respect to the terms and conditions set forth herein, and, the terms
of this Debenture may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties hereto.
The execution and delivery of this Debenture is done in conjunction with the execution of the other Transaction Documents.





 


	Article 17	Failure to Meet Obligations by the Company	 






 


The Company acknowledges
that its failure to timely meet any of its obligations hereunder, including, but without limitation, its obligations to make payments,
deliver shares and, as necessary, to register and maintain sufficient number of shares, will cause the Holder to suffer irreparable
harm and that the actual damage to the Holder will be difficult to ascertain. Accordingly, the parties hereto agree that it is
appropriate to include in this Debenture a provision for liquidated damages. The parties acknowledge and agree that the liquidated
damages provision set forth in this section represents the parties’ good faith effort to quantify such damages and, as such,
agree that the form and amount of such liquidated damages are reasonable and do not constitute a penalty. The payment of liquidated
damages shall not relieve the Company from its obligations to deliver the Common Stock pursuant to the terms of this Debenture.





 


	Article 18	Representations and Warranties of the Company	 






 


The Company hereby represents
and warrants to the Holder that: (i) it is voluntarily issuing this Debenture of its own freewill, (ii) it is not issuing this
Debenture under economic duress, (iii) the terms of this Debenture are reasonable and fair to the Company, and (iv) the Company
has had independent legal counsel of its own choosing review this Debenture, advise the Company with respect to this Debenture,
and represent the Company in connection with its issuance of this Debenture.





 


	Article 19	Acknowledgements of the Parties.	 



 





Notwithstanding anything in this Agreement
to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Holder makes no representations or covenants
that it will not engage in trading in the securities of the Company; (ii) the Company has not and shall not provide material non-public
information to the Holder unless prior thereto the Holder shall have executed a written agreement regarding the confidentiality
and use of such information; and (iii) the Company understands and confirms that the Holder will be relying on the acknowledgements
set forth in clauses (i) through (iii) above if the Holder effects any transactions in the securities of the Company.


 


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IN WITNESS WHEREOF, the
parties hereto have caused this Debenture to be duly executed on the day and year first above written.


 


 


	 	BRAZIL INTERACTIVE MEDIA, INC.	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name: Corey Hollister	 
	 	Title: Chairman	 






 





	 	HOLDER	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 






 






    	11



    	 



    




EXHIBIT A


 


NOTICE OF CONVERSION


 


Brazil Interactive Media , Inc.


 


Re: Notice of Conversion


 


Gentlemen:


 


The undersigned hereby
irrevocably elects, as of ________________, to convert $________________ of its convertible debenture (the “Debenture”)
into Common Stock of Brazil Interactive Media , Inc. (the “Company”) according to the conditions set forth in
the Debenture issued by the Company.


 


Date of Conversion_______________________________________________


 


 


Applicable Conversion Price________________________________________


 


 


Number of Shares Issuable upon this Conversion____________________


 


 


Name (Print): ________________________________________________


 


Address: ________________________________________________


 


Phone:________________________________________________


 





	 	HOLDER	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	**Do not sign now**	 





 


 


 


 






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