Form Ofconvertible Note

PipeFund™

Form ofConvertible Note

This Form of Convertible Note is intended for use with PipeFundStandard Transaction Documents.

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This form(PST Form) is intended to facilitate expediency and consistency in transactions involving a private investment in a public company’s equity and/or equity-linked securities (PIPE)oran offering of a public company’s equity and/or equity-linked securities directly to purchasers pursuant to an effective registration statement under the Securities Act (RD). Parties to any PIPE or RD transaction should consult with their legal counsel and any other advisers they deem appropriate prior to using this PST Form or engaging in any such transaction. PipeFund Services Organization, LLC (PSO) is not providing any legal advice or opinion in connection with this PST Form or its use in a particular PIPE or RD transaction, disclaims any warranty, express or implied, concerning the use or license of this PSTFormfor any particular PIPE or RD transaction, and shall not have any liability arising out of the use or inability to use this PST Form. This PST Form is the copyrighted property of RPITL, LLC and may not be reproduced, distributed or used in any form without a valid license, and any unauthorized use is strictly prohibited. More information concerning the license or permitted use of this PST Form may be obtained at .

[NEITHER THISNOTENOR THE SECURITIES INTO WHICH THIS NOTE ISCONVERTIBLE HAVE BEEN REGISTERED FOR RESALE WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE ISSUER MAY BE REQUIRED IN CONNECTION WITH ANY SUCH UNREGISTERED RESALE (OTHER THAN PURSUANT TO RULE 144 OF THE SECURITIES ACT). NOTWITHSTANDING THE FOREGOING, THIS NOTEAND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTEMAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES PROVIDED THAT ANY EXERCISE OF ANY RIGHTS BY ANY SECURED PARTY SHALL COMPLY WITH THESE LEGEND REQUIREMENTS.][1]

[THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING ANY REDEMPTION OR CONVERSION OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL AMOUNT REPRESENTED BY THIS NOTEMAY BE LESS THAN THE PRINCIPAL AMOUNT SET FORTH BELOW.][2]

[COMPANY]

[NOTE TITLE][3]

[[Note] Number: [_____]]

Original IssuanceDate: [______] (“Issuance Date”)

Principal Amount: US$[______]

FOR VALUE RECEIVED, [Company], a [State] corporation having its principal place of business at [______] (the “Company”), promises to pay to the order of [Name of Holder]or its registered assignsor successors-in-interest (the “Holder”), [or shall have paid pursuant to the terms hereunder,] the principal sum of [______] U.S. Dollars and [______] Cents (US$______)and any additional sums due pursuant to the terms hereof on [Maturity Date] [the date which is [______][months] [years] following the Issuance Date] (the “Maturity Date”) or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay accrued and unpaid interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof.

1.[Series] [Issuance]; Incorporation by Reference.

(a)[Note Series] [Issuance]. This [Note Title](including each[Note Title] issued in exchange, transfer or replacement hereof, this “Note”) is [one of a series of duly authorized and validly issued [Note Title] (collectively, the“Notes”)]issued pursuant to that certain Securities Purchase Agreement, dated as of [Date], by and among the Company and the Purchasers identified therein (the “SecuritiesPurchase Agreement”) [, in an aggregate principal amount which does not exceed US$______].[4]

(b)Incorporation. This Note incorporates by reference, as if set forth herein in its entirety and including without limitation all terms, conditions and provisions set forth therein, the PipeFund Services Organization Standard Transaction Document labeled CN8-11(Standard Note Terms)[5] available and accessible at (“PST Document CN”); provided, however, that to the extent any of the terms, conditions or provisions of this Note(without such incorporation) contradict or conflict with the terms, conditions or provisions of PST Document CN, this Note shall control.

2.Definitions. For purposes hereof, in addition to the terms defined elsewhere in this Note (a) each initially capitalized term used herein and not otherwise defined herein shall have the meaning ascribed thereto in PST Document CN or the Securities Purchase Agreement (including without limitation definitions incorporated therein by reference to PST Document GTC or by reference indirectly to PST Document DEF, each a PipeFund Standard Transaction Document available and accessible at and (b) the following terms shall have the following meanings[6]:

“Conversion Price” means [$_____], which Conversion Price shall be subject to adjustment as provided in this Note.

[“Amortization Amount”[7] means,with respect to any Amortization Payment Date, [______% of the original principal amount hereunder], together with all accrued and unpaid interest thereon [(plus any Liquidated Damages payable to date)], determined as of the applicable Amortization Payment Date for which the Amortization Conversion Price is being determined.]

[“Amortization Conversion Price”7 means [the lesser of the Conversion Price and] _____% of the Market Price, [in each case] determined as of the applicable Amortization Payment Date for which the Amortization Conversion Price is being determined.]

[“Amortization Payment Date”7 means the [first] day of each calendar [quarter/month] beginning on the [first day of the sixth (6th) full calendar month following the Closing Date],provided that if any such day is not a Business Day, then such Amortization Payment Date shall mean the next succeeding day which is a Business Day.]

[“Default Rate” means an interest rate equal to the lesser of ____% per annum or the maximum interest rate permitted by applicable law.] [Default: 18%]

[“Defaulted Debt Limit” means $______.] [Default: $100,000]

[“Event of Default” shall also include, in addition to those events set forth in PST Document CN, any of the following events:

(a)[Any Change of Control.][Note: provision should stand-alone if redemption required at other than Mandatory Redemption Amount in event of Change of Control.]

(b)[Examples of potential other events include: (1) sale of more than a certain percent of assets, (2) death, permanent disability, resignation or termination for cause of specified senior executive, and(3) material adverse effect pertaining to collateral or Security Documents in a secured deal.]

[“Interest Conversion Price” means[the lesser of the Conversion Price and] _____% of the Market Price, [in each case] determined as of the applicable Interest Payment Date for which the Interest Conversion Price is being determined.]

[“Interest Payment Date” means the [first] [last] day of each calendar [quarter] [month] [beginning on ______] and the Maturity Date, provided that if any such day is not a Business Day, then such Interest Payment Date shall mean the next succeeding day which is a Business Day.] [Default: first day of each calendar quarter]

[“Mandatory Redemption Percentage” equals _____%.][Default: 120%]

3.Interest. Interest on the unpaid principal balance of this Note shall:

(a)Rate. Accrue daily at the rate of [____]% per annum, commencing on the Issuance Date and compounding [annually] [on each Interest Payment Date], provided that from and after the occurrence and during the continuance of an Event of Default interest shall accrue hereunder at the Default Rate;

(b)Calculation. Be computed on the basis of a [360-day year of twelve 30-day months] [365-day year] and the actual number of days elapsed for any partial months (including the first day but excluding the last day); and

(c)Payment. Be due and payable in arrears on each Interest Payment Date in cash [only] [or shares of Common Stock] [or a combination thereof].

4.Conversion.

(a)Conversion Right. This Note is convertible into shares of the Company’s Common Stock at the Conversion Price, subject to and in accordance with the terms and conditions set forth herein.

(b)Ownership Cap. The Holder’s Maximum Ownership Percentage is [____]% (which may be changed only as specified in PST Document CN, as defined below).

(c)[Adjustment. This Note shall have [Full Ratchet] [Weighted-Average] [Below-Market] Anti-Dilution Adjustment.]] [Default: None]

5.[Restrictive Covenants[8]. So long as [____% of the original principal amount of] this Note remains outstanding, [unless the Requisite Holders shall have otherwise given prior written consent,] the Company shall not, and shall not permit any Subsidiary (whether or not a Subsidiary on the Closing Date) to, directly or indirectly:]

(a)[Ranking. Other than Permitted Indebtedness[9], enter into, create, incur, assume, guarantee or suffer or permit to exist any Indebtedness of any kind[, provided that Permitted Indebtedness shall include Subordinated Debt but not Pari Passu Debt pursuant to clause (e) of the definition of Permitted Indebtedness][10][, provided that clause (e) of the definition of Permitted Indebtedness is hereby deleted in its entirety][11];] [Default: Pari Passu Debt permitted]

(b)[Liens. Other than Permitted Liens, enter into, create, incur, assume or suffer or permit to exist any Liens of any kind on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;]

(c)[Impairment. Amend any of itsOrganizational Documents in any manner that materially and adversely affects any rights of the Holder;]

(d)[Redemptions/Prepayments. Redeem, repay, repurchase, offer to repay or repurchase, defease, make payments in respect of, or otherwise acquire [any] [more than a de minimis number or amount of] shares of its Common Stock, Options or Convertible Securities or any Indebtedness other than (i) as permitted or required under the Transaction Documents, (ii) the repurchase of shares from current or former officers, directors or key employees of the Company pursuant to the terms of written agreements existing on the Closing Date and disclosed to the Holder, and (iii) regularly scheduled principal and interest payments as such terms are in effect as of the Closing Date;]

(e)[Dividends. Declare, set aside or pay cash dividends or distributions on any equity securities of the Company(whether in cash, equity securities or property);]

(f)[Affiliates. Enter into any transaction with any Affiliate of the Company which would be required to be disclosed in any public filing with the Commission, except in the ordinary course of the Company’sor any Subsidiary’s business and upon fair and reasonable terms that are no less favorable to the Company and its Subsidiaries than the Company and its Subsidiaries would obtain in a comparable arms’ length transaction with a Person not an Affiliate of the Company andprovided that such transaction is expressly approved by a majority of the directors of the Company other than the Affiliate who is a party to the transaction (even if less than a quorum is otherwise required for board approval);]

(g)[Variable Rate Transactions. Enter into any Variable Rate Transaction or MFN Transaction;] or

(h)[Agreement. Enter into any agreement with respect to any of the foregoing.]

6.[Security/Guarantee.]

(a)[Security. This Note shall be secured by [all the] [certain] assets of the Company under the Security Agreement.]

(b)[Guaranty. The Company’s obligations under this Note shall be guaranteed by [all] [certain] of the Company’s Subsidiaries pursuant to the Guaranty.]

7.Specific/Additional Terms.

[Designate specific terms if different than the default provisions set forth in PST Document CN or DEF (e.g., to prohibit book entry, conversion period, etc.)or add additional terms (e.g., restrictive covenants, security, subordination, amortization requirements, anti-dilution protection for securities issuances, redemption provision, forced conversion, etc.). Utilizing the definitions contained inPST Document CN or DEF may minimize drafting.]

[Signature Page Follows]

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

[COMPANY]

By: ______

Name:

Title:

[1]Delete if the offer and sale of the Noteand Conversion Shares have been registered pursuant to an effective Registration Statement.

[2] Delete if book entry is prohibited.

[3] Insert desired title of debt instrument (e.g., Note, Debenture, Bond); optionally may include “[Interest Rate]%”, “Convertible”, priority (e.g., Secured, Senior, Subordinated), “Due [Maturity Date]”and/or other terms, as desired or applicable; regardless, these instrumentsare defined as “Notes” throughout PipeFund Documents for consistency.

[4]Conform as necessary if only one Note intended.

[5] The PST Document CNis for incorporation into a debt instrument convertible into Common Stock and may require appropriate modifications if such instrument is convertible into or exchangeable for securities other than solely Common Stock.

[6] Bracketed definitions are not required and provided for convenience only.

[7] Only if the Note is self-amortizing.

[8] This Section provides examples of potential restrictive covenants for convenience but none are necessarily customary.

[9] Note: Clause (e) of “Permitted Indebtedness” provides for all future debt to be either subordinate to or pari passu with the Notes, as specified herein, with the default being pari passu. See also definitions of “Pari Passu Debt”and “Subordinated Debt” in PST Document DEF for any applicable modification to be made herein.

[10] Add preceding bracketed language if Notes are Senior Notes.

[11] Add preceding bracketed language if no other Indebtedness permitted.