Nyxio Technologies (NYXO) 10-Q 2014 Q1 Quarterly report

THISCONVERTIBLEPROMISSORYNOTEHASBEENACQUIREDFORINVESTMENT PURPOSESONLYANDNOTFOR DISTRIBUTION AND MAYBE TRANSFERRED OROTHERWISE DISPOSEDOFONLYINCOMPLIANCE WITH THESECURITIES ACTOF 1933, AS AMENDED (THE "ACT"). THIS LEGEND SHALL BE ENDORSED UPON ANY CONVERTIBLE PROMISSORY NOTE ISSUED IN EXCHANGEFOR THIS CONVERTIBLEPROMISSORY NOTE. THIS NOTE IS ISSUED TO THE HOLDER PURSUANT TO THE ASSIGNMENT AND ASSUMPTIONAGREEMENT 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

NYXIOTECHNOLOGIESCORP.

ISSUEDATE: FEBRUARY20,2014 $27,500.00

CONVERTIBLEPROMISSORYNOTE

Due:February20,2015

NYXIOTECHNOLOGIESCORP.,aNevadacorporation(the"Company"),for valuereceived,herebypromisestopaytoTIDE POOL VENTURE CORPORATION (the "Holder")on the 20th day of February, 2015 (the "Maturity Date") at the offices of theCompany, 2156 NE Broadway, Portland, Oregon 97232the principal sum ofTWENTY SEVEN THOUSAND FIVE HUNDRED DOLLARS ($27,500.00) insuch coin or currency ofthe United Statesof America as at the timeof payment shallbe legal tenderforthe payment of public and private debtsandto pay simple interest onsaid principalsum at the rateof 10% per annum fromthe date hereof through the MaturityDate. Any accrued andunpaid interestshall be paidon the MaturityDate.

1.RegisteredOwner.TheIssuermayconsiderandtreatthepersoninwhosenamethis Note shall beregistered as theabsoluteowner thereoffor all purposes whatsoever (whether or notthis 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 thisNoteshall have the right to transfer it by assignment andthetransferee thereof, upon hisregistration asownerofthis Note,shall become vested with all the powersand rights of the transferor. Registration of any new owner shall take place upon presentation of this Note to the Issuer at its offices togetherwith theNote Assignment Formattached hereto duly executed. In case oftransfers by operation of law, the transferee shall notify the Issuer of such transfer and ofhis address, andshall submit appropriate evidence regarding the transfer so thatthis Note may be registered in the name of the transferee.This Note is transferableonly on the books of the Issuer by the Holder on thesurrender hereof, duly endorsed. Communications sent to any registered ownershall be effective as againstall holders or transferees of this Note not registered at the timeof sendingthe communication. In the event of the assignment by the Holderofaportionof the principal amount ofthis Note, the transferee thereof shall not have theright to exercise theConversion Right (as hereinafter defined) unless theentire remaining principal portion of this Note is converted simultaneously therewith.

2. Conversion.

2.1ConversionRight.TheHoldershallhavetherightfromtimetotime,and atany time during the period commencingon the Issue Date and ending the later of (i) the Maturity Date and (ii) the date ofpayment ofthe remaining outstanding principal amount, plus any accrued and unpaidinterest of this Note, to convert the outstanding andunpaid principal amount of this Note (eacha"Conversion") intofullypaid andnon-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares ofcapitalstock or other securities ofthe Issuer intowhich such Common Stockshallhereafter bechanged orreclassified at the conversion price (the"Conversion Price")determined as provided herein (a"Conversion");provided,however, that inno 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 thesum of (1) the number ofsharesofCommon Stock beneficially owned by the Holder and its affiliates(other than shares of Common Stock whichmay be deemedbeneficially ownedthrough theownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other securityof theIssuersubjecttoalimitation on conversion orexercise analogousto the limitations contained herein) and(2) the number of sharesof CommonStockissuableuponthe conversion of the portion of this Notewithrespect to which the determination of this proviso is being made, wouldresult in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares ofCommon Stock. Forpurposes ofthe proviso totheimmediately preceding sentence,beneficial ownershipshall bedetermined in accordancewith Section 13(d) of the Securities Exchange Act of1934,as amended (the "Exchange Act"), and Regulations 13D-G thereunder, except asotherwise provided in clause(1)of such proviso;providedfurther,however, thatthe limitations on conversionmay 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 limitationshall continueto apply until such61^st day (or such later date, as determined by the Holder, asmay be specified insuch notice ofwaiver). The number of shares ofCommon Stock to be issued upon each conversion of this Noteshall be determined by dividing the Conversion Amount (as definedbelow) by theapplicableConversion Pricethen in effect on the datespecified in the notice of conversion , in the form attached hereto as Exhibit A (the"Notice ofConversion"),delivered tothe Issuerby the Holder in accordance withSection 1.4 below; providedthat the Notice of Conversionis submitted by facsimile or e-mail (or by other meansresulting in, or reasonably expected to result in, notice) to the Issuer before6:00 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, thesum 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 principalamount at the interest rates provided in this Note to the Conversion Date.

2.2ConversionPrice.TheConversionPrice(the"Conversion Price")shall equaltheVariableConversion Price (as defined herein) (subject to equitable adjustments for stocksplits, stock dividends or rights offerings by the Issuer relatingto the Issuer's securities or the securities of any subsidiary oftheIssuer,combinations, recapitalization, reclassifications , extraordinary distributions and similar events). The"Variable Conversion Price"shall mean 50%multiplied by the Market Price (as definedherein) (representing a discount rateof 50%)."MarketPrice"means the average ofthe lowest three (3) Trading Prices(as defined below) for the Common Stock during theten (10) Trading Day period ending oneTrading Day prior to the datethe Conversion Notice is sent by the Holder to the Issuer via facsimile(the"Conversion Date"). ''Trading Price"means,forany security asof any date, the prices ofthe security on the Over-the-Counter Bulletin Board (the"OTCBB")as reported by a reliablereportingservice("Reporting Service")mutually acceptable to Issuerand Holder, or, if theOTCBB is notthe principal tradingmarket for such security, the priceofsuch security on the principalsecurities exchange or tradingmarket where such security islisted or traded or, if noprice of suchsecurity is available in anyof theforegoing manners, the averageof theTradingprices of any market makers for suchsecuritythat are listed in the"pink sheets"by the National Quotation Bureau,Inc.If the Trading Price cannot be calculated for such security on such datein the manner provided above, the Trading Price shall bethe fair market value asmutually determined by the Issuer and the holders of a majority in interest ofthe Notes being converted for which thecalculationof the Trading Price isrequiredin order todetermine the Conversion Price of such Notes."Trading Day"shall mean any dayon which the Common Stockistraded foranyperiod on the OTCBB, orontheprincipal securities exchange or othersecurities market onwhich the Common Stock is thenbeing traded.

2.3Anti-DilutionProvisions.

2.3.1AdjustmentsforStockDividends;Combinations,Etc.IntheeventthattheIssuer,atanytimeorfromtimetotimehereafter, shall (i) declare any dividend or otherdistribution on its Common Stock payable in Common Stock of the Issuer or in securities convertibleinto or exchangeable forCommon Stock, including withoutlimitation rights; (ii) effect a subdivision of its outstanding Common Stockinto a greaternumber of shares ofCommon Stock by reclassification, stock split or otherwise thanby payment of a dividend in shares of CommonStock; (iii) effect a combination or consolidation of its outstanding Common Stock into alesser number of sharesofCommon Stock byreclassification, reverse split or otherwise; (iv) issue byreclassification, exchangeorsubstitution of its CommonStock any shares of capital stock ofthe Issuer; or(v) effect anyother transaction having similar effect,then the Holder may convert into the exchangeable securities. The purpose of the adjustment shallbe that, in the event of aconversion atany time after the occurrence of anyevent described in (i) through(v) above, the Holder shallbe entitledto 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,asifsuch Holder had converted thisNote immediately prior to the occurrence of such event.An adjustment made pursuant to this Section 2.3. 1shall become effective immediatelyafter therecord date in the case of a dividendor otherdistribution and shall becomeeffectiveimmediately upontheeffective datein the case of a subdivision,combination, reclassification, exchangeorsubstitution. The Corporation shall take no such action withrespect to theCommon Stockunless the Corporationshall simultaneouslyreserveout of theauthorized, unissuedand unreserved sharesofcommon stock a sufficient number ofshares ofCommonStock to beavailable forfullconversionof the Noteatthe new Conversion Price.

2.3.2AdjustmentforConsolidationorMerger.IncaseofanyconsolidationormergertowhichtheIssuer is aparty, otherthan a merger or consolidation in which theIssuer is thesurviving or continuing corporation and which doesnot result inanyreclassificationof, or change (other than a change in par valueor from par value tono par value orfrom nopar value to par value, or as aresultof a subdivision or combination) in, outstanding CommonStock,then, as part of and as acondition to suchtransaction, provision shallbemade sothat,inthe eventof a conversion, the Holder of this Note,shall receive,in lieuof thesecurities and property receivable upon the conversion of this Note prior to consummation of the transaction ,the kind andamountofshares or other securities andproperty receivable upon such consolidation or mergerbya holder of the numberof shares of Common Stock intowhich this Note wouldhavebeen converted immediately prior to such consolidation ormergerhad the conversion occurred, all subject to further adjustment as provided in Section 2.3. 1;in each such case,the terms of thisNote shall be applicable to thesecurities orproperty receivable upon theconversion ofthisNote aftersuchconsummation. Inany such case, appropriate adjustment shall be made in the application of this Section 2 with respect to therights of the HolderofthisNote after the transaction tothe end thatthe provisionsof this Section 2shall be applicable after that event. The Corporationshalltakeno such actionwith respect to the Common Stock unlessthe Corporationshall simultaneously reserve out of theauthorized, unissued and unreserved sharesof such classor series into which the CommonStockhasbeen changed a sufficient number of shares of such class or series into which theCommon Stockbasbeen changedtobeavailablefor full conversion of the Note at thenew ConversionPrice.

2.4Reservationof Shares.The Issuerwillatalltimesreserveandkeep availableoutofitsauthorizedand unissued Common Stock, solely forissuance and delivery uponconversion ofthis Note,free ofpreemptive or rights of purchase, the number ofshares of ConversionStock issuable uponconversion ofthisNoteatthe minimumConversionPrice. The Issuercovenantsthatallsharesof Common Stock that shall beso issuableshall,uponissue, be dulyand validly authorized, issued and fully paid and nonassessable . . The initial reserve of sharesis184,000,000,which may be increased automatically in the event theinitialreserveis exhausted.

2.5FractionalShares.TheIssuershallnotberequiredtoissuecertificatesrepresentingfractionsof shares, nor shall itberequired to issue scrip or pay cashin lieuof fractional interests, it being the intentofthe Issuer and the Holder that all fractional interestsshall beeliminatedand thatallissuances of Common Stock berounded up to thenearest wholeshare.

2.6RightsoftheHolder.TheHoldershallnot,byvirtuehereof,beentitledtoanyrightsofa shareholder of theIssuer, eitherat law orinequity, and therightsof the Holder arelimited to those expressed inthis Note.

2.7Certificate.WhentheConversionPriceisadjustedpursuanttotheprovisionshereof,theIssuershall filewith itsofficial corporaterecords acertificate ofitschief financial or accounting officer settingforth in detailthe facts requiringsuch adjustment, thecomputation thereofandthe adjusted ConversionPrice, and shall maila copyof the certificate tothe Holder.

2.8DTCStatus.TheCompany'sCommonStockarecurrentlyeligibleforDTCbook-entrydelivery, settlement and depositoryservicesand accordingly are not subject toa deposit transferrestriction("Deposit Chill"). In the event, theCompany' sCommon Stock becomes subject to aDeposit Chill, the Variable Conversion Rate shall be amended to 35% multiplied bythe Market Price (asdefinedherein) (representing adiscount rate of65%).

2:.9ShortSales.Otherthanthetransactioncontemplatedhereunder,theInvestorhasnotdirectlyorindirectly,norhasanyPerson acting on behalf of orpursuant to any understanding with suchInvestor, executedanydisposition, including ShortSales,inthesecurities oftheCompanyduringthe period commencing fromthetimethatsuchInvestorfirst received a term sheet (written or oral) fromtheCompany. Inaddition, the Investorshall notengage in Short Salesof the Company'sin the future."Short Sales"shallinclude all "short sales" asdefinedin Rule 200 of RegulationSHOunder the Exchange Act (butshallnotbe deemed to include thelocation and/or reservation of borrowable shares ofCommon Stock).

2.10DeliveryofCommonStockUponConversion.Uponreceiptby the Borrower fromtheHolder ofafacsimiletransmissionor e-mail(orotherreasonablemeansof communication) of aNoticeof Conversion meetingtherequirementsfor conversionas provided in this Section2.10,the Borrowershall issueanddeliver or causeto beissued and delivered to or upon theorder of theHolder certificatesfor the CommonStockissuable uponsuch conversion within three (3) businessdays after such receipt (the "Deadline") (and, solely in the case ofconversionof the entire unpaid principal amounthereof, surrend er of this Note)in accordancewith the terms hereofand the Purchase Agreement.

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2.11ObligationofBorrowertoDeliverCommonStockUponreceipt bytheBorrower ofaNoticeofConversion.theHoldershallbedeemed tobe the holder ofrecord of the Common Stock issuable uponsuchconversion, the outstanding principal amountand the amountof accrued and unpaid intereston this Note shallbereduced to reflect such conversion, and,unless the Borrower defaults on its obligations under thisNote, allrightswith respect to theportion of this Note being soconverted shall forthwithterminate excepttheright to receive the CommonStock orother securities, cash or other assets, asherein provided, onsuch conversion. If the Holder shall have given aNotice of Conversion asprovided herein, the Borrower's obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespectiveofthe absence ofany action by the Holder toenforce thesame, any waiver orconsent withrespect to anyprovisionthereof,the recoveryofanyjudgmentagainst any person or any action toenforce the same, any failure or delay in theenforcement of any other obligation of the Borrower to theholderofrecord,orany setoff, counterclaim, recoupment, limitationortermination, or any breach orallegedbreach by the Holder of any obligation to theBorrower,andirrespectiveof any other circumstancewhich mightotherwise limitsuch obligation of the Borrower to the Holder in connectionwith 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 theBorrower before 6:00 p.m., New York, New York time,on such date.

2.12Delivery ofCommon Stock by Electronic Transfer.In lieu ofdeliveringphysical certificates representing the CommonStock 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 itsbest efforts tocause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account ofHolder's Prime Broker with OTC through its Deposit Withdrawal Agent Commission("DWAC") system.

2.13FailuretoDeliverCommonStockPrior toDeadline.Withoutin anywaylimitingtheHolder' sright to pursue other remedies, including actualdamages and/or equitable relief,the parties agree that if delivery of the Common Stock issuableupon conversion of thisNote is not deliveredby theDeadline, the Borrower shall pay tothe Holder $2,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliversuch 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.TheBorrowershallhavenorightofprepayment.

4. Defaults.Ifanyoneormoreofthefollowingshall(EventsofDefault)shalloccur:

(a)theIssuershall(i)admitinwritingitsinabilitytopayitsdebts generallyas they mature;(ii)make a generalassignment for the benefit of creditors; (iii)failor be unable to pay its debts asthey mature iv)beadjudicated a bankrupt orinsolvent; (v)file avoluntary petition in bankruptcy ora petition or an answer seeking an arrangement with creditors;

(vi)takeadvantageof anybankruptcy,insolvencyorreadjustment ofdebtlaworstatuteorfileanansweradmitting the materialallegations ofa petition filed againstitin anyproceeding underany such law; (vii) apply foror consentto the appointment of a receiver,trusteeor liquidation for all ora substantial portion ofits assets;(viii)have an involuntarycasecommenced against it under the Federal bankruptcy laws,which case isnot dismissed orstayed withinthirty (30)days;or

(viii)failtopayitstaxesonatimelybasis;ix)violateanycovenantprovidedforin thisNote,and such violationshallcontinue unremedied fora periodoffifteen (15) days followingthegivingof written noticethereof fromtheHolder;

(b)anyjudgmentisenteredagainsttheIssuerwhichisnotbondedordischargedwithin30days;

(d)thesale,transfer, assignmentordispositionofanyoftheIssuer's assets that are material to the business and/oroperations of theIssuer's business.

then,atanytimethereafterandunlesssuchEventofDefaultshallhavebeencuredorshall have been waived in writing by the Holder (which waivershall not be deemed a waiver of anysubsequent default), at theoption of theHolder and in theHolder'ssolediscretion, the Holder may, by written notice totheIssuer,declaretheentireunpaid principal amountof this Note then outstanding, together withaccruedinterestthereon, to beforthwithdueand payable, whereupon

thesame shallbecome forthwithdueandpayable.

(e)Uponanevent ofdefaulttheDebenturewillbecomeimmediatelyd ueandpayableinanamountincash(the "Default Prepayment Amount")equal to multipliedby the sum of: (w) thethen outstandingprincipal amountofthis Debenture plus (x) accrued andunpaidinterest 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.

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5.InvestmentIntent.TheHolder,byitsacceptancehereof,herebyrepresents andwarrantsthatthisNoteisbeingacquired,and the CommonStockissuable upon theconversion of this Notewillbe acquired, for investmentpurposes only and withouta view to the distributionthereof, and may betransferred only in compliance withthe Act. Unless, priorto the conversion of this Note, theissuance of the Common Stock has beenregistered withthe Securitiesand Exchange Commission pursuant to the Act, theNote Conversion Form shallbe accompanied byarepresentationof theHolder to the Issuer to theeffect that such securitiesare being acquired for investment and not with aview to the distribution thereof, and such other representations and documentation as may be reasonably required by the Issuer,unless in the opinion of counselto the Issuersuch representationsor other documentation are notnecessaryto comply with theAct.

6.DefaultRateofInterest;CostsofCollection.IntheeventtheIssuersha1ldefaultinthe paymentof this Notewhen 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 topay,in addition to unpaid principal andinterest,all the costs and expenses incurred in effecting collectionhereunder or enforcing the terms of this Note, including reasonable attorneys' fees.

7.ApplicableLaw.ThisNoteisissuedunderandshallforallpurposesbegovernedbyand construed in accordance withthe laws of the State of New York.

8.Notices.Anynoticerequiredor permittedtobe givenpursuanttothisNoteshallbedeemedto have been dulygivenwhen delivered by hand or sentby certified or registeredmail,return receipt requested andpostage prepaid, overnight mailor telecopier as follows:

If to the Holder:

TidePoolVenturesCorporation

28963PalosVerdesDriveEast

RanchoPalosVerdes,California

Attn:ToddViolette

IftotheCompany:

NyxioTechnologies

Corp.2156NEBroadway

Portland,Oregon97232

Attention:GiorgioJohnson

oratsuchotheraddressastheHolderortheIssuershalldesignatebynoticetotheother givenin accordance with thisSection8.

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9.Miscellaneous.ThisNoteconstitutestherightsandobligationsoftheHolderandtheIssuer.NoprovisionofthisNotemaybe modified exceptby an instrument in writingsignedbythe party against whom the enforcement ofany modificationis sought.

TheIssuershallnottakeanyactionthatwouldimpairtherightsandprivilegesof the Holderhereinoravoidorseektoavoidtheobservanceorperformanceofanyofthe terms to beobservedor performed hereunder by the Issuer, butwillat all times act ingood faith to assist in carryingoutthe provisionsofthis Note, includingthe Conversionrights provided in paragraph2 herein and will take allsuch action as may be necessary or appropriate in ordertoprotect the conversion rights of the Holder of the Note.

ThewaiverbytheHolderofabreachofanyprovisionofthisNoteshallnot operateorbeconstruedasa waiver of anysubsequent breach.

Ifanyprovision,orpartthereof,ofthisNoteshallbeheldtobeinvalidor unenforceable, suchinvalidityorunenforceability shall attach only to such provisionandshall notin any way affector renderinvalidorunenforceable anyother provisionsof this Note and this Note shall be carried out as ifsuch invalid or unenforceable provision, or part thereof, had been reformed, andany court of competentjurisdiction is authorized to soreform such invalid or unenforceable provision, or part thereof, so thatit would be valid, legal andenforceabletothe fullestextentpermitted byapplicablelaw.

Innoeventshalltherateofinterestpayablehereunderexceed themaximumrate permittedbyapplicablelaw.

NoprovisionofthisNoteshallalterorimpairtheabsoluteandunconditional obligationoftheIssuertopaythe principal of, and intereston, this Note in accordance with the provisions hereof.

TheIssueragreesthatirreparabledamagewouldoccurintheeventthatanyofthe provisionsofthis Note werenot performed in accordance with theirspecificterms or were otherwise breached. It is accordingly agreedthat, except with respect to the payment of theamounts due hereunder, the Holder ofthis Note shall be entitled to swift specificperformance , injunctive relief or other equitableremediesto prevent or curebreachesofthe provisions ofthis Note and to enforcespecifically the termsand provisions hereof, this being in addition to any other remedy to which theHolder may be entitled underthisNote.

[SIGNATUREPAGEFOLLOWS]

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 INWITNESSWHEREOF,theCompanyhascausedthis Notetobesignedonitsbehalf, inits corporatename,byits duly authorizedofficer, all asoftheday and year first above written.

NYXIO TECHNOLOGIES CORP.

By:/s/ Giorgio Johnson

Giorigo Johnson,CEO

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CONVERTIBLEPROMISSORYNOTE

DUEFEBRUARY20,2015

NOTICEOFCONVERSION

Theundersignedherebyelectstoconvert$ principalamountofthe Note(definedbelow)intothatnumberofsharesofCommonStocktobe issued pursuant tothe conversion of theNote ("Common Stock")as set forthbelow, of NYXIO TECHNOLOGIES CORP.,aNevada corporation (the "Borrower")according to the conditions ofthe convertible note of theBorrower dated as of February 20,2014,(the"Note"),asof the date written below. No feewill be charged totheHolder foranyconversion,exceptfortransfertaxes, if any.

BoxCheckedastoapplicableinstructions(DWACTransfershallapplyonlyifBorrowerisDWACeligible):

[]TheBorrowershallelectronicallytransmittheCommonStockissuablepursuanttothisNoticeofConversion to the accountof the undersigned or itsnomineewithDTC throughitsDeposit Withdrawal Agent Commissionsystem ("DWAC Transfer").

NameofDTCPrimeBroker:AccountNumber:

[]Theundersigned herebyrequeststhattheBorrowerissueacertificateor certificatesforthenumberofsharesofCommonStocksetforth below (which numbers are based ontheHolder's calculationattached hereto) in thename(s)specified immediatelybelow or,if additional space is necessary,on an attachment hereto:

DateofConversion:

ApplicableConversionPrice:$_____ NumberofSharesofCommonStocktobeIssued

Pursuant toConversionofthe Note:

AmountofPrincipalBalanceDueremaining UndertheNoteafterthisconversion:

TidePoolVentureCorporation

By:

Name:

Title:

Date:

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