(b)                                 Interest Payments . Beginning on the Issue Date, this Note shall accrue interest on the unpaid outstanding principal balance hereof at a rate equal to the Prime Rate. Interest payments shall be paid by the Obligor to the Holder in the form of Common Stock on each of the first, second, third, fourth and fifth anniversary of the Issue Date. For the purpose of calculating the number of shares of Common Stock due to the Holder at each interest payment date, the Accrued Interest shall be divided by the Note Conversion Price. Notwithstanding any provision of this Note to the contrary, interest will accrue and be payable under and pursuant to this Note until all indebtedness under this Note (including, but not limited to, all unpaid principal and all accrued but unpaid interest) is paid in full, unless Holder shall have otherwise converted this Note in accordance with the terms set forth in Section 8 hereof. In the event that any indebtedness under this Note (including, but not limited to, all unpaid principal and all accrued but unpaid interest) remains unpaid after the Maturity Date or Default Date, then Obligor shall be in default under this Note and such indebtedness shall bear interest at the rate of the Prime Rate plus four percent (4%) per annum (the “ Default Rate ”) until such indebtedness is paid in full.

3.                                      Acceleration.

Notwithstanding any provision hereof to the contrary, the obligations of Obligor hereunder shall forthwith mature and immediately accelerate and shall be immediately due and payable on the Default Date (as hereinafter defined) in the event that any of the following occurs (each, a “ Default Event ”): (i) the business of Obligor is discontinued, sold, liquidated or otherwise disposed of, including by merger, consolidation, sale of all or substantially all of the assets, liquidation or dissolution;  (ii) Obligor’s (A) admission in writing of its inability to pay its obligations as they become due, (B) assignment for the benefit of its creditors, or (C) application for, consent to or acquiescence in, the appointment of a trustee, receiver or other custodian for Obligor, the property of Obligor or any part thereof or, in the absence of any application, consent or acquiescence, the appointment of a trustee, receiver or other custodian for Obligor or a substantial part of the property of Obligor, which appointment is not discharged within sixty (60) days;  (iii) commencement of any case under Title 11 of the United States Code or any other bankruptcy, reorganization, receivership, custodianship or similar proceeding under any state or federal law by or against Obligor and, with respect to any such case or proceeding that is involuntary, such case or proceeding is not dismissed within ninety (90) days of the filing thereof;  (iv) Obligor defaults in the full, prompt and complete performance of all terms, conditions, covenants and obligations contained in this Note (including Obligor’s failure to pay any amounts under this Note when due), or instrument executed and delivered by Obligor to Holder in connection with this Note; or  (v) commencement of any litigation or proceeding before any court, government or governmental agency, body or instrumentality (federal, state, local or foreign) against or affecting Obligor, and such litigation or proceeding substantially impairs the ability of Obligor to perform its obligations under this Note. The date on which any Default Event occurs is referred to herein as the “ Default Date .”  No remedy herein conferred upon or reserved to the Holders is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder, or now or hereafter existing at law or in equity.

4.                                      Prepayments.

The Principal Amount or Principal Balance, as applicable, of this Note may be prepaid by Obligor at any time.

5.                                      Method of Payment.

Obligor shall pay the Principal Amount and any other amounts payable in cash hereunder (including, at Holder’s option, any amounts payable under the Default Rate) in cash by wire transfer of immediately available funds to an account designated by Holder or, if no account has been designated, by certified check delivered to Holder at such place as Holder shall designate to Obligor in writing.

6.                                      Presentment Waived.

Obligor hereby expressly waives presentment for payment, demand, notice of dishonor, protest, notice of protest, notice of default, notice of demand, notice of nonpayment, notice of intent to accelerate and any other notice required to be given under the law to Obligor in connection with the delivery, acceptance, performance default or enforcement of this Note. In any action on this Note, Holder need not produce or file the original of this Note but only need produce or file a photocopy of this Note certified by the Holder to be a true and correct copy of this Note. Acceptance by Holder of any payment that is less than the full amount then due and owing hereunder shall not constitute a waiver of Holder’s right to receive payment in full at such time or at any prior or subsequent time.

7.                                      Order of Priority.

Prior to the Maturity Date, except for the obligations of Obligor upon any payment or conversion of the Principal Amount or Principal Balance, as applicable, in accordance with the terms of this Note, all indebtedness evidenced by this Note shall be:

(a)                                  With respect to all money and property of Obligor (the “ Property ”), subordinated to (i) all other existing secured indebtedness of Obligor to financial institutions (and specifically excluding trade debt, inter-company debt or debt owing to affiliates), and (ii) to the extent consented to by the Holder in writing, indebtedness incurred after the Issue Date but prior to the Maturity Date (the “ Senior Indebtedness ”);

(b)                                 Not subject to any right of set-off; and

(c)                                  Except upon the Maturity Date or the Default Date, Holder shall not claim, request, demand, sue for, take or receive (whether by way of set-off or in any other manner and whether from Obligor or any other person) any Property which is subject to any Senior Indebtedness.

8.                                      Conversion Rights.

For the purpose of this Section 8, the following definitions apply,

“Next Financing” is the next transaction (or series of related transactions) after the date of this Note in which the Obligor issues and sells shares of its capital stock in exchange for aggregate gross proceeds of at least $1.0 million (including any amounts received upon conversion or cancellation of this Note).

“Next Financing Note Conversion Price” means the per share purchase price paid for the Next Financing Securities (as defined below) by the investors in the Next Financing.

“Next Financing Securities” are the equity securities issued by the Obligor in the Next Financing with such rights, p