THISCONVERTIBLEPROMISSORYNOTEHASBEENACQUIREDFOR INVESTMENTPURPOSESONLYANDNOTFORDISTRIBUTIONANDMAYBE TRANSFERREDOR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT OF 1933,AS AMENDED (THE "ACT"). THISLEGEND SHALL BE ENDORSED UPON ANY CONVERTIBLE PROMISSORY NOTE ISSUED IN EXCHANGE FORTHIS CONVERTIBLE PROMISSORY NOTE.
NYXIOTECHNOLOGIESCORP.
| ISSUEDATE:AUGUST27,2014 | $14,500.00 |
CONVERTIBLEPROMISSORYNOTE
Due:August27,2015
NYXIO TECHNOLOGIESCORP.,aNevadacorporation (the"Company"),forvaluereceived,herebypromisestopaytoLELANDMARTINCAPITALPARTNERS,LLC(the"Holder")on the 2ih day of August,2015 (the"Maturity Date") at the offices of the Company, 1330 SW 3rd Ave, Portland, Oregon97201 the principal sum ofFOURTEEN THOUSANDFIVE HUNDREDDOLLARS ($14,500.00)in such coin or currency of the UnitedStates of Americaasat the timeof payment shall be legal tenderfor thepayment of public and privatedebts and to pay simpleintereston said principal sumat therate of 10% per annum from the date hereofthroughthe MaturityDate. Anyaccrued and unpaidinterest shall be paid on theMaturity Date.
1. RegisteredOwner.TheIssuermayconsiderandtreatthepersoninwhose namethisNoteshallberegisteredasthe absolute ownerthereof forall purposes whatsoever (whether or not thisNote 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 shallhave the right to transfer itby assignment and the transferee thereof,upon hisregistration asowner ofthis Note, shall becomevested withall the powers and rights of the transferor.Registration of any new owner shalltakeplace upon presentation ofthisNote to the Issuer at itsoffices together with the Note Assignment Form attached hereto duly executed. In case of transfers by operation of law, thetransferee shall notify the Issuer of such transfer and of his address, and shall submit appropriate evidenceregarding the transfersothat this Note maybe registered inthe name of the transferee. This Note is transferable only on the books of the Issuer by the Holder on the surrender hereof,duly endorsed.Communicationssentto any registered owner shallbe effective as against all holders or transferees of this Note not registered at the time of sending the communication. Inthe event of the assignment by the Holder of a portion ofthe 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 thisNote isconverted simultaneouslytherewith.
2. Conversion.
2.1 ConversionRight.TheHoldershallhavetheright fromtimetotime,and atanytimeduringtheperiodcommencingonthe Issue Date and ending the later of (i) the Maturity Date and (ii)the date of payment of the remainingoutstanding principal amount, plus any accrued and unpaid interest ofthis Note, toconvert the outstandingandunpaid principal amount of this Note (each a"Conversion") into fullypaid and non-assessable shares ofCommon Stock, as suchCommon Stock exists on the IssueDate, or any shares of capital stock or othersecurities of theIssuer into which such Common Stock shallhereafter be changed or reclassified at the conversion price (the"Conversion Price")determined as provided herein (a"Conversion ");provided,however, thatinno event shall the Holder be entitled to convert any portion of thisNote in excess of thatp01iion of this Note upon conversion of which the sumof (1) the number ofshares of Common Stock beneficiallyowned bythe Holderand its affiliates (other than shares ofCommon Stockwhich may be deemed beneficially owned through the ownership of the unconvertedportion of the Notesor the unexercised or unconverted portion of any other securityof theIssuersubject toalimitation on conversion orexercise analogous to the limitations contained herein) and (2) the number of shares of CommonStock issuable upon the conversion of the portionof thisNote with respectto which the determination of this provisois being made,would result in beneficial ownership by the Holderand its affiliates of more than 4.99% of the outstanding shares of CommonStock. Forpurposes of theproviso to the immediately precedingsentence, beneficialownership shall be determined in accordancewith Section 13(d) of the Securities Exchange Actof 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 thelimitationson conversion maybewaived by the Holder upon, atthe electionofthe Holder,notless than 61 days' prior noticetotheIssuer, and theprovisionsofthe conversion limitation shall continue toapply until such 61st day (orsuchlaterdate, as determined by theHolder,asmay be specifiedinsuchnotice of waiver) .The numberofshares of Common Stock to be issued upon each conversionof this Noteshall be determinedby dividing the ConversionAmount (as definedbelow) bythe applicableConversion Price then in effecton the datespecified in the notice of conversion , in the form attached hereto as Exhibit A(the"Notice of Conversion "),delivered to the Issuer by the Holder inaccordance with Section 1.4 below ; provided thatthe Notice of Conversionis submitted by facsimile or e-mail(or by other means resulting in, or reasonably expected to result in, notice) to the Issuer before 6:00p.m., New York,New York time on suchconversion date (the"Conversion Date").The term"Conversion Amount"means, with respect to any conversion ofthisNote, the sum of(l) theprincipalamount of thisNote to be converted in such conversionplus(2) attheIssuer'soption, accrued and unpaidinterest, if any, on suchprincipalamount at the interest ratesprovided in this Note to the Conversion Date.
2.2 ConversionPrice.TheConversionPrice(the"ConversionPrice")shallequaltheVariableConversionPrice(asdefinedherein)(subject to equitable adjustments for stock splits, stock dividendsorrights offerings by the Issuer relating totheIssuer's securitiesor the securitiesofany subsidiary of theIssuer, combinations , recapitalization ,reclassifications, extraordinary distributions and similarevents). The"Variable ConversionPrice"shall mean 65% multiplied by the Market Price (as definedherein)(representing a discount rateof35%)."MarketPrice"means theaverage of thelowestthree (3) Trading Prices (as defined below) for the CommonStock during the ten (10) Trading Day period ending one Trading Day prior to the date the ConversionNotice issent bytheHolderto theIssuervia facsimile(the"ConversionDate"). "Trading Price"means,for any securityas of any date, the prices of the securityon the Over-the-Counter Bulletin Board (the"OTCBB")as reported by a reliable reportingservice("Reporting Service")mutually acceptable to Issuerand Holder, or, iftheOTCBB is not the principal tradingmarketforsuch security, theprice of such security onthe principal securitiesexchange or trading market where such security islisted or traded or, if no price of such security is availableinanyof the foregoing manners, theaverage oftheTrading prices ofany market makers for such security that are listed in the "pink sheets" by the National Quotation Bureau, Inc. Ifthe Trading Pricecannot be calculated for such security on such date in themanner providedabove, theTrading Priceshall be thefair market value as mutually determinedby theIssuerand the holders ofa majority in interest of the Notes beingconverted for which the calculation of the Trading Price is required in order to determine the Conversion Price of suchNotes."TradingDay"shall mean any day on which theCommon Stock is tradedfor any period on the OTCBB, or on the principal securitiesexchange or othersecuritiesmarket onwhich the Common Stock is then being traded.
2.3 Anti-Dilution Provisions.
2.3.1 Adjustments forStockDividends;Combinations,Etc.IntheeventthattheIssuer,atanytimeorfrom time to time hereafter , shall(i)declareany dividend orother distribution on its Common Stock payable in CommonStockof the Issuer or in securities convertible intoor exchangeable forCommonStock,includingwithout limitation rights;(ii)effectasubdivision of itsoutstanding CommonStockintoa greaternumber ofshares ofCommon Stock by reclassification , stock split orotherwisethan by payment ofa dividend inshares of CommonStock; (iii) effect acombination or consolidation of its outstanding Common Stock into a lesser numberof shares ofCommon Stockby reclassification,reverse split or otherwise; (iv) issue by reclassification , exchange or substitutionof its Common Stock any shares of capital stock of the Issuer; or (v) effect any other transaction having similareffect, then the Holder mayconvert into theexchangeablesecurities .The purposeof the adjustmentshall bethat, in theevent of a conversion at any time after the occurrenceof any event describedin(i) through (v)above, theHolder shall beentitled to receive the shares of Conversion Stock (or other securities) towhich such Holder would have beenfinally entitled, after giving effect totheoccurrence of suchevent,as if such Holder had converted thisNoteimmediatelypriorto the occurrence of such event. Anadjustment made pursuant to this Section2.3 .1 shall become effective immediately afterthe record date in the case of a dividendor other distributionand shall become effective immediately uponthe effective date in the caseof a subdivision,combination,reclassification, exchange or substitution. The Corporation shall take no such action with respect to theCommon Stock unless the Corporationshallsimultaneously reserve out of the authorized, unissued and unreservedsharesof commonstock a sufficient number of shares of CommonStock tobe available for full conversion of the Note at the new Conversion Price.
2.3.2 AdjustmentforConsolidationorMerger.Incaseofany consolidationormergertowhichtheIssuerisaparty, other than a merger or consolidation in which the Issueris the surviving or continuing corporationand which does notresultin any reclassification of, orchange (other than a change in par value or frompar value tono par valueor from no par value topar value,orasa resultof a subdivisionorcombination) in, outstanding Common Stock, then, as partof andas a conditionto such transaction,provision shall be made so that,inthe eventof aconversion,the Holder ofthisNote, shallreceive,in lieuof the securities and property receivableuponthe conversionof thisNoteprior to consummation of the transaction, the kind and amount of sharesor othersecurities and property receivableupon such consolidation or merger by a holder of thenumber of shares ofCommon Stock into which this Note would have been converted immediately priorto such consolidation ormergerhadthe conversionoccurred,allsubject to furtheradjustment asprovided in Section2.3.1; in eachsuchcase, the terms of this Note shall be applicableto thesecuritiesorproperty receivable upontheconversionof thisNote after suchconsummation. In any suchcase, appropriate adjustment shall be made in the application of thisSection2 withrespect totherightsof the Holder of thisNote after the transactionto theendthat the provisions of this Section2 shallbe applicable after that event. The Corporationshall take no such actionwith respect to the Common Stock unless the Corporationshall simultaneously reserve out of the authorized, unissued and unreserved shares of such classor series into whichthe CommonStock has been changeda sufficientnumberof shares of such class or series into which the Common Stock has been changed to beavailablefor full conversion ofthe Note atthe new Conversion Price.
2.4 ReservationofShares.TheIssuerwillatalltimesreserveand keepavailableoutofitsauthorizedandunissued Common Stock, solely for issuance and delivery uponconversion of this Note, free of preemptive or rights of purchase , the number of shares of ConversionStock issuable upon conversion of this Note at the minimum ConversionPrice.TheIssuer covenants that all shares of CommonStock that shall beso issuableshall,upon issue,be dulyand validly authorized, issued and fully paid and nonassessable. Theinitialreserveof shares is 224,000,000, whichmay beincreasedautomatically in theevent the initialreserve is exhausted.
2.5 FractionalShares.TheIssuershallnotberequiredtoissue certificatesrepresentingfractionsofshares,norshallitberequiredtoissuescripor paycash in lieu of fractional interests, it being the intent of the Issuer and theHolder that all fractional interestsshall be eliminated and that all issuances of CommonStock be rounded up to the nearest wholeshare.
2.6 RightsoftheHolder.TheHoldershallnot,byvirtuehereof,be entitledtoanyrightsofashareholderofthe Issuer, eitherat law or in equity, and the rights of the Holderare limitedtothose expressed in this Note.
2.7 Certificate.WhentheConversionPriceisadjustedpursuanttothe provisionshereof,theIssuershallfilewithits officialcorporate records a certificateofits chief financial or accounting officer setting forth indetail the facts requiring such adjustment, the computation thereof and theadjustedConversion Price, and shall mail a copyof thecertificate to the Holder.
2.8 DTCStatus.TheCompany'sCommonStockarecurrentlyeligible forDTCbook-entrydelivery,settlementanddepositoryservicesandaccordinglyarenotsubject toa deposittransfer restriction ("Deposit Chill"). Inthe event,theCompany's Common Stock becomes subject to a Deposit Chill, the Variable Conversion Rate shall be amended to 35% multiplied by theMarketPrice(asdefined herein) (representing a discount rate of65%).
2.9 ShortSales.Otherthanthetransactioncontemplatedhereunder, theInvestorhasnotdirectlyorindirectly,norhasanyPersonactingonbehalfoforpursuantto any understanding with suchInvestor, executed any disposition, including Short Sales, inthe securities ofthe Company duringtheperiodcommencing from thetimethat such Investorfirst received a term sheet (written or oral) from the Company. In addition, the Investor shall not engage inShortSales of theCompany'sin thefuture."ShortSales" shall includeall "short sales" as definedinRule200ofRegulation SHO undertheExchangeAct(butshallnotbe deemedto includethelocation and/orreservation ofborrowable sharesofCommon Stock).
2.10 DeliveryofCommonStockUponConversion.Uponreceiptby theBorrowerfromtheHolderofafacsimiletransmissionore-mail(orotherreasonable means of communication) of a Notice of Conversion meeting therequirements forconversion as provided in this Section2.10, the Borrower shallissueand deliver or cause tobe issued anddelivered to or upontheorder of the Holder certificates for the Common Stockissuable upon suchconversion within three (3) business daysafter such receipt (the"Deadline") (and, solelyin the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and thePurchase Agreement.
2.11 ObligationofBorrowertoDeliverCommonStockUponreceipt bytheBorrowerofaNoticeof Conversion,theHoldershall be deemed to betheholder of record ofthe Common Stockissuable upon suchconversion, theoutstanding principalamount and the amountofaccruedand unpaid interest on thisNote shallbereduced toreflectsuch conversion, and, unless theBorrower defaultson its obligations under this Note, all rights with respect to theportion of this Notebeing so converted shallforthwith terminateexcepttheright toreceivethe CommonStockor other securities,cashor otherassets,asherein provided , on such conversion. If the Holder shall havegivena Notice of Conversion as providedherein, the Borrower's obligation to issue and deliver thecertificatesfor CommonStock shall beabsolute and unconditional, irrespective of theabsence of anyaction by the Holder to enforcethesame, any waiveror consentwithrespect toany provisionthereof,the recovery of any judgmentagainst any personorany actionto enforcethesame,any failure or delay in theenforcement of any other obligation of the Borrower to the holder ofrecord, or any setoff, counterclaim, recoupment, limitation or termination,or anybreach or allegedbreach by the Holder ofanyobligationtothe Borrower, and irrespective of any other circumstancewhich mightotherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified inthe Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is receivedby theBorrower before6:00 p.m., NewYork, NewYorktime, on such date.
2.12 DeliveryofCommonStockbyElectronicTransfer.In lieuofdeliveringphysicalcertificatesrepresentingtheCommonStockissuable uponconversion, provided the Borrower is participating inthe Depository Trust Company ("DTC") Fast Automated SecuritiesTransfer ("FAST")program, upon request of the Holder andits compliance 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 Holderby creditingthe account of Holder's Prime Brokerwith DTC through its Deposit Withdrawal Agent Commission ("DWAC") system.
2.13 FailuretoDeliverCommonStock Prior to Deadline.WithoutinanywaylimitingtheHolder'srighttopursueotherremedies, includingactualdamages and/or equitable relief, the parties agree that if delivery of the Common Stockissuableupon conversion of thisNote is not delivered by theDeadline, the Borrowershall paytothe Holder $2,000 perday in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock through willful or deliberate acts on the partof the Borrower. Such cashamount shallbe paid to Holder by the fifth day of the month followingthe 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 principalamount ofthis Note, in which event interest shall accrue thereon in accordance with theterms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuableright to the Holder. The damagesresulting froma failure, attemptto frustrate,interference with such conversion right are difficult if not impossible to qualify. Accordingly theparties acknowledge that the liquidated damages provision contained inthis Section 2.13 are justified.
3. Redemption.TheBorrowershallhavenorightofprepayment.
4. Defaults.Ifanyoneormoreofthefollowingshall(EventsofDefault) shalloccur:
4.1 theIssuershall(i)admitinwritingitsinabilitytopayitsdebts generallyastheymature;(ii)make ageneral assignment forthe benefit of creditors; (iii) fail orbe unable to pay its debts as they mature iv) be adjudicated abankrupt orinsolvent; (v) file a voluntary petition in bankruptcy or a petition or an answer seekingan 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 againstit inany 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 involuntarycase commencedagainst itunder theFederalbankruptcy laws,which case is not dismissed orstayed within thirty(30) days;or (viii) fail to pay its taxes on a timely basis; ix) violate any covenant provided for inthis Note, and such violation shall continue unremedied for a period offifteen (15) days following the giving of written notice thereoffrom the Holder;
4.2 anyjudgmentisenteredagainst theIssuerwhichisnotbondedor dischargedwithin30days;
4.3 a levy of any sort is made on or against some or all of the assets of theIssuer.
4.4 thesale,transfer,assignmentordispositionofanyoftheIssuer's assetsthatarematerialtothebusinessand/oroperationsoftheIssuer's business. then,at any timethereafterand unlesssuch Event of Defaultshall havebeen curedor shallhave been waived in writing by the Holder (which waiver shall not be deemed a waiver of any subsequent default), at theoption oftheHolder andin theHolder'ssolediscretion, theHolder may, bywritten notice tothe Issuer, declare the entire unpaid principalamount of this Notethen outstanding,togetherwith accruedinterest thereon,to beforthwith dueand payable, whereupon thesame shallbecome forthwithdueand payable.
4.5 UponaneventofdefaulttheDebenturewillbecomeimmediately dueandpayableinanamountincash(the"DefaultPrepayment Amount")equal to 150%, multiplied bythe sum of:(w)the thenoutstanding principalamount of this Debentureplus (x) accrued and unpaidinterest on the unpaid principal amountof this Debenture to the Default Date plus (y) Default Interest,if any, on the amounts referred toin clauses (w) and (x) plus (z) hereof.
5. InvestmentIntent.TheHolder,byitsacceptancehereof,hereby representsandwarrants thatthisNoteisbeingacquired,and theCommon Stock issuableuponthe conversion ofthis Note willbe acquired, for investment purposesonlyandwithoutaview to the distribution thereof, andmay be transferred only incompliance with the Act. Unless, prior tothe conversion of this Note, the issuance of the Common Stock has been registeredwith the Securitiesand Exchange Commissionpursuant to the Act, theNoteConversion Form shall be accompanied by arepresentation of the Holder to the Issuer to the effectthat such securities are being acquired forinvestment andnotwith aview to the distribution thereof, and such other representations and documentation as maybe reasonably required bythe Issuer,unless in the opinion of counsel to the Issuer suchrepresentations orother documentation are notnecessary to comply with the Act.
6. DefaultRateofInterest;CostsofCollection.Intheevent theIssuer shalldefaultinthepaymentofthisNote when due, then(i)effective with suchdate ofdefault,the interest rate payablehereunder shallbe 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 ineffecting collectionhereunder orenforcingthe terms of thisNote, including reasonable attorneys' fees.
7. ApplicableLaw.ThisNoteisissuedunderandshall forallpurposesbe governedbyandconstruedinaccordance withthe lawsof the State ofNew York.
8. Notices.Anynoticerequiredorpern1ittedtobegivenpursuanttothisNote shallbedeemedtohave beendulygiven whendelivered byhand or sentbycertifiedor registered mail, return receipt requested and postage prepaid, overnight mail or telecopieras follows:
IftotheHolder:
LelandMartinCapitalPartners,LLC
219East 69thSt
NewYork,NY10021
Attn:
IftotheCompany:
NyxioTechnologiesCorp.
1330SW3rdAve
Portland,Oregon97201
Attention:GiorgioJohnson
or atsuchotheraddressastheHolderorthe Issuershall designatebynoticetotheother given in accordancewiththisSection8.
9. Miscellaneous.ThisNoteconstitutestherightsandobligationsofthe HolderandtheIssuer.NoprovisionofthisNotemaybemodifiedexcept by an instrument in writing signedbythe partyagainst whomtheenforcement of any modification is sought.
TheIssuershallnottakeanyactionthatwouldimpairtherightsandprivilegesof the Holderhereinoravoidorseektoavoidtheobservanceorperformance ofany of thetermsto beobservedor performedhereunder by theIssuer, butwillatall timesact in good faith to assist in carryingouttheprovisions ofthis Note, including the Conversion rights providedinparagraph2 herein and will take all suchaction as may be necessary or appropriate in order toprotect the conversion rights oftheHolder of theNote .
ThewaiverbytheHolderofabreachofanyprovision ofthisNoteshallnot operateor be construed as a waiver of any subsequentbreach.
Ifanyprovision,orpartthereof,of thisNoteshallbeheldtobeinvalidorunenforceable, suchinvalidity or unenforceability shallattach only to such provision and shall not in any wayaffector render invalid or unenforceable any other provisions of thisNoteand this Note shall be carried outas if such invalid or unenforceable provision,orpart thereof,had been reformed , and any court of competentjurisdiction is authorized toso reform such invalid or unenforceable provision ,orpart thereof,so thatitwould be valid,legal andenforceableto the fullest extent permitted by applicable law.
Innoeventshall therateofinterestpayablehereunderexceedthemaximumrate permittedbyapplicablelaw.
Noprovision ofthisNoteshallalterorimpairtheabsoluteandunconditional obligationof theIssuertopaytheprincipalof,andintereston, thisNote in accordance with the provisions hereof.
TheIssueragreesthatirreparabledamagewouldoccurintheeventthatanyofthe provisionsofthisNotewerenotperformedin accordance withtheir specific terms or were otherwise breached. Itis accordingly agreedthat , exceptwith respect to the payment of the amounts duehereunder, the Holder of thisNote shallbe entitled to swift specific performance , injunctive reliefor otherequitableremedies to prevent or curebreaches oftheprovisions of this Note and to enforce specifically the terms and provisions hereof, this beinginaddition to any other remedy to which the Holder may beentitled under thisNote .
[SIGNATUREPAGEFOLLOWS]
INWITNESSWHEREOF,theCompanyhascausedthisNotetobesignedonits behalf,inits corporatename,byitsduly authorized officer, allas of the dayand year firstabove written.
NYXIOTECHNOLOGIESCORP.
By:/s/ Giorgio Johnson
Giorgio Johnson, CEO
CONVERTIBLEPROMISSORYNOTE DUE
AUGUST27,2015
NOTICEOFCONVERSION
Theundersignedherebyelectstoconvert$_____ principalamountofthe Note(definedbelow)intothatnumberofsharesofCommonStock tobe issued pursuantto the conversionof theNote ("Common Stock") asset forth below,of NYXIO TECHNOLOGIES CORP.,a Nevada corporation (the"Borrower")according tothe conditions of the convertible noteof the Borrowerdated as ofAugust 27, 2014, (the"Note"),as ofthedate written below. Nofee will be chargedtothe Holder forany conversion,except for transfer taxes,ifany.
BoxCheckedastoapplicableinstructions(DWACTransfershallapplyonlyifBorroweris DWACeligible):
[]TheBorrowershallelectronicallytransmittheCommonStockissuablepursuant tothisNoticeofConversiontotheaccountofthe undersigned or its nominee with DTC through itsDeposit WithdrawalAgent Commission system ("DWACTransfer").
NameofDTCPrimeBroker: AccountNumber:
[]TheundersignedherebyrequeststhattheBorrowerissueacertificateor certificatesforthenumberofsharesofCommonStocksetforth below (which numbers arebased ontheHolder's calculationattachedhereto)in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto :
DateofConversion:
ApplicableConversionPrice:
NumberofSharesofCommonStocktobeIssued
PursuanttoConversionoftheNote:
AmountofPrincipalBalanceDueremaining
UndertheNoteafterthisconversion:
LelandMartinCapitalPartners,LLC
By:
Name:
Title:
Date:
NYXIOTECHNOLOGIESCORP.
CONVERTIBLEPROMISSORYNOTE DUE
AUGUST27,2015
NOTE ASSIGNMENT FORM
FORVALUERECEIVED
The undersigned _________________ (please print or typewrite name of assignor) hereby sells, assigns and transfers unto (please print or typewrite name, address and social security or taxpayer identification number, if any, of assignee) the within Convertible Promissory Note of NYXIO TECHNOLOGIES CORP. in the original principal amount of $14,500.00 and hereby authorizes the Company to transfer this Note on its books.
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| Signature of Holder | By: |
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| Signature, if jointly held | Name and Title of Authorized Representative |
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