Omni Shrimp 8K Entry into a Material Definitive Agreement | OMSH 25 Jan 19

Exhibit 4.1

NEITHERTHISSECURITYNORTHESECURITIES INTOWHICHTHISSECURITYISCONVERTIBLEHASNOT BEEN REGISTERED WITH THE SECURITIESAND EXCHANGECOMMISSION OR THE SECURITIES COMMISSION OFANYSTATEIN RELIANCEUPONANEXEMPTION FROMREGISTRATIONUNDER THE SECURITIES ACT OF 1933,ASAMENDED(THE“SECURITIESACT”),AND, ACCORDINGLY,MAYNOTBE OFFERED OR SOLDEXCEPT PURSUANT TOAN EFFECTIVEREGISTRATIONSTATEMENTUNDERTHE SECURITIES ACT ORPURSUANT TOANAVAILABLEEXEMPTION FROM, OR IN ATRANSACTION NOTSUBJECT TO, THEREGISTRATIONREQUIREMENTS OF THESECURITIESACTAND IN ACCORDANCEWITHAPPLICABLESTATESECURITIESLAWS ASEVIDENCEDBY ALEGALOPINION OFCOUNSEL TOTHE TRANSFEROR TO SUCH EFFECT, THESUBSTANCEOFWHICH SHALLBE REASONABLY ACCEPTABLE TOBORROWER. THIS SECURITYANDTHE SECURITIESISSUABLE UPONCONVERSION OFTHISSECURITY MAY BEPLEDGED IN CONNECTIONWITH ABONAFIDE MARGINACCOUNTWITH AREGISTERED BROKER-DEALEROR OTHER LOAN WITH AFINANCIALINSTITUTIONTHATISAN “ACCREDITED INVESTOR” ASDEFINED INRULE 501(a)UNDERTHESECURITIESACT OR OTHERLOANSECURED BY SUCH SECURITIES.

Original IssueDate:January 11,2019

PrincipalAmount:$37,095.70

SECUREDCONVERTIBLE NOTE

DUEJanuary 11,2021

THISCONVERTIBLE NOTEis one of aseriesof dulyauthorized andvalidly issuedNotes ofOmni Shrimp, Inc., aNevada corporation, (the “Borrower”), having its principal place ofbusiness at517Dumaine, PH4, New Orleans, LA 70116, dueJanuary 11,2021 (this note, the“Note” and,collectively with theother notes of suchseries, the “Notes”).

TheNoteshave beenissued in exchange for outstanding promissory notes of RSquared Technologies, Inc., aDelaware corporation (“R2”), and pursuant to anExchange Agreementdated theOriginal Issue Date (the “Exchange Agreement”) among R2, securityholdersofR2 andBorrowerpursuant towhich R2 became awholly-ownedsubsidiary ofBorrower. The original principal amount ofeachNote isequal to theprincipal amount of, andaccruedand unpaidinterest on, theR2 promissory notes soexchanged (the “Exchanged Notes”). TheExchanged Notes were issued pursuant toseparate purchase agreements orwithout apurchase agreement. From andafter the Original Issue Date, (i) any andallpurchase agreements withR2 pursuant to whichExchangedNotes were issued shall bemerged intoandsuperseded by thePurchase Agreement, and thePurchaseAgreementshall bedeemedamended suchthat itshall bedeemed tocover allNotes and the exclusive purchase agreement relating thereto and(ii) Borrower shall besubstituted for R2 withrespect toall covenants andagreementsofR2 in the Purchase Agreement that continue post-Original Issue Date, such that from andafter that date thesame shall be deemed tohave beenmade by andapply toBorrower with respect toitself and theNotes and all provisions of thePurchase Agreement shall beconstrued,mutatis mutandis, togiveeffect to thesame. In theevent of aninconsistency between the PurchaseAgreement andthis Note, theterms of thisNote shall control.

FOR VALUE RECEIVED, Borrower promises topay toChase Financing Inc. Profit Sharing and 401(k) Plan or itsregistered assigns (the “Holder”), withan address at: PO Box 403303,Miami Beach, Florida 33140 Fax: (212) 787-9268, orshall have paid pursuant tothe terms hereunder, the principal sum ofThirty Seven Thousand Ninety Five Dollars and Seventy Cents ($37,095.70) onJanuary 11, 2021 (the“Maturity Date”) orsuch earlier date as this Noteis required orpermitted to berepaid asprovided hereunder, and to pay interest, if any, to the Holderonthe aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof.

TheHolder ofthis Note has beengranted asecurity interest in(i) assets ofBorrower pursuant to a stockpledge agreement dated on orabout theoriginal issue date ofthis Note and(ii) assets ofBorrower’s subsidiary, RSquared Technologies Inc., aDelaware corporation (“R2”) pursuant to asecurity agreement withR2 dated onorabout the original issuedate ofthis Note (together, the “Security Agreement”).

This Note issubject to thefollowing additional provisions:

Section 1.Definitions. For the purposes hereof, in addition to the terms defined elsewhere inthis Note, (a) capitalizedterms nototherwise defined herein shall have themeanings set forth in thePurchase Agreement and (b) the following terms shall have thefollowing meanings:

“Alternate Consideration” shall have the meaning setforth inSection 5(e).

“Bankruptcy Event” means any of thefollowing events: (a) Borrower or anySubsidiary thereof commences acaseorother proceeding under any bankruptcy, reorganization, arrangement, adjustment ofdebt, reliefofdebtors, dissolution, insolvency orliquidation orsimilar lawofany jurisdiction relating toBorrower or anySubsidiary thereof, (b) there iscommenced against Borroweror anySubsidiary thereof anysuch case orproceeding that is notdismissed within60days after commencement, (c) Borrowerorany Subsidiary thereof is adjudicated insolventorbankrupt or anyorderofrelief orother order approving any suchcase orproceeding isentered, (d) Borroweror anySubsidiary thereof suffers anyappointment of anycustodianor thelike forit or anysubstantial partofits property that is not discharged orstayed within 60calendardaysafter suchappointment, (e) Borrower or anySubsidiary thereofmakes ageneral assignment for thebenefit ofcreditors, (f) Borroweror anySubsidiary thereof calls ameeting ofits creditors with aview toarranging acomposition, adjustmentorrestructuring ofits debts or(g) Borrower or anySubsidiary thereof, by any act orfailuretoact, expressly indicates its consent to,approvalof oracquiescence in any ofthe foregoing ortakes any corporateorother actionfor the purpose ofeffecting any oftheforegoing.

“Beneficial Ownership Limitation” shallhave themeaning setforth inSection 4(d).

“BusinessDay”means any day except anySaturday, anySunday, any daywhich is afederal legal holiday in the UnitedStatesor any dayonwhich banking institutions in theState ofNew York arerequired by law orother governmental action toclose.

“Buy-In” shallhave the meaning set forth inSection 4(c)(v).

“Change ofControl Transaction” means, other than by means ofconversion orexerciseof theNotes and theSecurities issued together with theNotes, theoccurrence afterthe datehereofof any of(a) an acquisition after thedate hereof byan individual orlegal entity or“group” (asdescribed in Rule 13d-5(b)(1) promulgated under theExchange Act)ofeffective control (whether through legal orbeneficial ownership ofcapital stock ofBorrower, bycontractorotherwise) of inexcessof50% ofthe voting securities ofBorrower, (b) Borrowermergesinto orconsolidates with any otherPerson, or anyPersonmergesinto orconsolidates with Borrower and, after giving effect tosuch transaction, the stockholdersofBorrower immediately prior tosuch transaction own less than50%ofthe aggregate voting power ofBorrower orthe successor entity ofsuch transaction,

(c)Borrower sells ortransfersall orsubstantially allofits assets toanother Person andthe stockholders ofBorrower immediately prior tosuch transaction own less than 50% ofthe aggregate

voting power ofthe acquiring entityimmediately after thetransaction, (d) areplacement atone time orwithin athreeyearperiodofmore than one-halfof themembers of theBoardofDirectors which is notapproved by amajority ofthose individuals who aremembers ofthe Board ofDirectors onthe Original Issue Date (or bythose individualswhoare serving asmembers of theBoardofDirectors on anydate whose nomination tothe Board ofDirectorswasapproved by amajority of themembers of theBoard ofDirectorswhoare members on thedatehereof), or(e) the execution byBorrower of anagreement towhich Borrower is a party or bywhich itis bound, providing for any of theevents set forth in clauses (a) through (d) above.

L.P. at4:15 p.m. (New York Citytime)), or (c) if theCommon Stock is not then listedorquoted on a TradingMarket andif prices for theCommon Stock are thenreported inthe “pink sheets” published byOTC Pink Marketplace (or asimilar organization oragency succeeding toits functionsofreporting prices), themost recent bidprice pershareoftheCommon Stock soreported, or(d) if the shares ofCommon Stock are notthen publicly traded the fairmarketvalue of ashare ofCommon Stock asdetermined by anindependent appraiser selected ingood faith by theHolder andreasonably acceptable to Borrower, the fees and expenses ofwhich shall be paid byBorrower.

“Common Stock” means the common stock ofBorrower, par value $0.0001 per share, and anyother classofsecurities into which such securitiesmayhereafter bereclassifiedorchanged.

“Common StockEquivalents” means any securities ofBorrower orthe Subsidiaries which would entitle the holder thereof toacquire atany time Common Stock, including, without limitation, anydebt, preferred stock, right, option, warrantorother instrument that isat anytimeconvertible intoorexercisableorexchangeable for, orotherwise entitles theholder thereof toreceive,CommonStock.

“Conversion” shall have the meaning ascribed to such term inSection 4.

“Conversion Date” shallhave themeaning setforth inSection 4(a).

“Conversion Price” shallhave themeaning setforth inSection 4(b).

“Conversion Shares” means, collectively, theshares ofCommon Stockissuable upon conversion ofthis Note inaccordance with thetermshereof.

“Dilutive Issuance” shallhave themeaning set forth inSection 5(e).

“Event ofDefault” shallhave themeaning setforth inSection 8(a).

“Fundamental Transaction” shall have themeaning set forth in Section 5(d).

“InterestPaymentDate” shall have themeaning setforth inSection 2(1).

“Mandatory Default Amount” means the sum of (a) thegreater of(i) theoutstanding principal amountofthis Note divided by theConversion Price onthe date the Mandatory Default

Amount iseither (A) demanded (ifdemand ornotice is required to create anEventofDefault) orotherwise dueor(B) paid infull, whichever has alower Conversion Price, multiplied bythe VWAP on thedate the Mandatory Default Amount iseither (x) demanded (if demand ornotice isrequired tocreate anEventofDefault) orotherwise dueor(y) paid infull, whichever has ahigher VWAP, or(ii) 120% ofthe outstanding principal amountofthis Note and (b)all other amounts, costs, expenses and liquidated damages due inrespectofthis Note.

“New York Courts” shallhave themeaning set forth inSection10(d).

“NoteRegister” shall have themeaning set forth inSection 2(c).

“NoticeofConversion” shallhave themeaning setforth inSection 4(a).

“Original Issue Date”meansthe date ofthe first issuance of theNotes, regardlessof anytransfersof anyNote andregardless of thenumber ofinstruments whichmay beissued toevidence suchNotes.

“Other Holders” means holders ofOther Notes.

“Other Notes” means Notes nearly identical tothis Note issued toother Holders pursuant toExchange Agreement inexchange for R2promissory notes.

“Permitted Indebtedness” means (a) anyliabilities forborrowed money oramounts owed not inexcess of$100,000 in theaggregate (other than trade accounts payable incurred inthe ordinary courseofbusiness andliabilities existing on theOriginal Issue Date immediately after consummation of theExchangeAgreement, aswell as any notesthatmay beissued fromtime totime byBorrower pursuant to aSecurities Purchase Agreement anticipated tobeentered into byBorrower with certain holdersofBorrower’s andR2’s notes onthe Original Issue Date immediately after consummation ofthe Exchange Agreement), (b) all guaranties, endorsements andother contingent obligations in respect ofindebtedness ofothers, whether ornot thesame are or should bereflected inthe Company’s consolidated balance sheet (or the notes thereto) not affecting more than$100,000 in theaggregate, except guaranties byendorsementofnegotiable instruments for deposit orcollection orsimilar transactions inthe ordinary courseofbusiness; (c) the present value of any leasepayments not inexcess of $100,000 due underleases required tobecapitalized inaccordance withGAAP,and (d) anyliabilities for borrowed money that are juniorto theNote pursuant to anintercreditor agreement acceptable to amajority ininterest of theHolders, andthe holders ofwhich are notgranted anysecurity interest, including acredit line ofup to$1,000,000 with afinancial institution engaged inproviding credit whose business does not generally includeequity investing. Neither theCompany nor anySubsidiary is indefault with respect to anyIndebtedness.

“Permitted Lien” means the individual andcollective reference to thefollowing: (a) Liens fortaxes, assessments and other governmentalcharges orlevies notyet due or Liens fortaxes, assessments andother governmental charges orlevies being contested ingood faith and byappropriate proceedings for which adequate reserves (in the good faith judgment ofthe management ofBorrower) have beenestablished inaccordance withGAAP, (b)Liens imposed by lawwhich were incurred in theordinary courseofBorrower’s business, such ascarriers’, warehousemen’s andmechanics’ Liens, statutory landlords’ Liens, andother similar Liens arising in theordinary course ofBorrower’s business, andwhich (x) donot individually orin theaggregate materially detract from thevalueofsuch property orassetsormaterially impair the use thereofin theoperationofthe businessofBorrower andits consolidated Subsidiariesor(y) are being

contested ingood faith byappropriate proceedings,whichproceedings have theeffect ofpreventing for theforeseeable future the forfeiture orsale of theproperty orasset subject tosuch Lien, and(c) Liensincurred prior tothe consummation oftheExchangeAgreement inconnection with Permitted Indebtedness under clauses (a) and (b)thereunder, and Liensincurred inconnection withPermitted Indebtedness under clause (c)thereunder, providedthat suchLiens are not secured byassets ofBorrower orits Subsidiaries other than theassets soacquiredorleased.

“Purchase Agreement” means the Securities Purchase Agreement, dated as ofSeptember 21, 2018,between R2 and eachofAlpha Capital Anstalt andChase Financing Inc., asamended, modifiedorsupplemented from time totime inaccordance with its terms.

“Securities Act” means the Securities Actof1933, asamended, andthe rules and regulations promulgated thereunder.

“Share Delivery Date” shall have the meaning setforth inSection 4(c)(ii).

“Successor Entity” shallhave themeaning setforth inSection 5(e).

“TradingDay”means a day onwhich the principal Trading Market is open fortrading.

“Trading Market” means any of thefollowing markets orexchanges onwhich theCommon Stock islisted orquoted for trading onthe date in question: theNYSEAmerican, theNasdaqCapital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, theNewYork StockExchange, theOTCBulletinBoard, theOTCQB, ortheOTCQX (or anysuccessors to any of theforegoing).

“VWAP” means, forany date, theprice determinedby thefirstof thefollowing clauses that applies: (a) if theCommon Stock isthen listed orquoted on aTrading Market, thedaily volume weighted average priceoftheCommon Stock for such date(or the nearest preceding date)on theTrading Market onwhich theCommon Stock is then listedorquoted as reported byBloomberg

L.P. (based on aTrading Day from 9:30a.m. (New York Citytime) to4:02 p.m. (New York City time)), (b)if any of theNasdaqmarkets orexchanges is not a TradingMarket, thevolume weighted average price of theCommon Stock forsuchdate(or the nearest preceding date) on theOTC Bulletin Board, (c) iftheCommon Stock is notthen listed orquoted for trading on theOTC Bulletin Board and ifprices for theCommon Stock are thenreported onthe OTCQX,OTCQB orOTC PinkMarketplace maintainedby theOTC Markets Group, Inc. (or asimilar organization oragency succeeding toits functions ofreporting prices), thevolumeweightedaverageprice oftheCommon Stock on thefirst suchfacility (or asimilar organization oragency succeeding to itsfunctionsofreporting prices),or(d) in allother cases, thefairmarketvalue of ashare ofCommon Stock asdetermined by anindependent appraiser selected in good faith by amajority in interestofthe Holders and reasonably acceptable to Borrower, the fees andexpenses ofwhich shallbepaid byBorrower.

Section 2.Interest andGeneral Provisions.

a) Interest PayableInCash. Holders shall beentitled to receive, and theCompany shall pay, interest on theoutstanding principal amount ofthis Note compounded daily atthe annual rateof tenpercent (10%) (as subject toincrease asset forth inthis Note) from theOriginal Issue Date throughtheMaturity Date. Interest shallbepayableonthe Maturity Date when all amounts outstanding inconnection withthis Note shall be due andpayable (each an“InterestPaymentDate”) (if any InterestPaymentDate is not aBusinessDay, theapplicable payment shallbedue onthe next succeeding BusinessDay)incash.

b) Payment Grace Period. The Borrower shall not have anygrace period topay anymonetary amounts dueunderthis Note.

c) Conversion Privileges. The Conversion Rights setforth inSection 4shall remain infull force andeffect immediately from thedatehereof and until the Note ispaid infull regardlessofthe occurrence of anEvent ofDefault. This Note shall bepayable infull on theMaturity Date, unless previously converted intoCommon Stock inaccordance withSection 4hereof.

d) ApplicationofPayments. Interest onthis Note shallbecalculated on thebasis of a360-day year andthe actual number ofdays elapsed. Payments made inconnection with this Note shall beapplied first toamounts duehereunder other than principal andinterest, thereafter tointerest andfinally toprincipal.

e) Pari Passu.Except asotherwise set forth herein, all payments made onthis Note and theOther Notes andall actions taken by theBorrower withrespect tothis Note andthe Other Notes, shall bemade and takenparipassu with respect tothis Note andthe Other Notes. Notwithstanding anything tothe contrary contained hereinorin theTransaction Documents, it shall not beconsidered non-pari passu for aHolderorOtherHolder toelect to receive interest paid inCommonStock or for theCompany toactually payinterest inCommon Stock to suchelecting Holder orOther Holder.

f) Manner andPlaceofPayment. Principal andinterest onthis Note andother payments inconnectionwiththis Note shall bepayable at theHolder’s offices asdesignatedabove inlawful money of theUnited States ofAmerica inimmediately available fundswithoutset-off, deduction orcounterclaim. Upon assignment ofthe interest ofHolder inthis Note, Borrower shall insteadmake itspayment pursuant to theassignee’s instructions uponreceipt ofwritten notice thereof. Except asset forth inthis Note, this Notemay not beprepaid, redeemed ormandatorily converted without the consent of theHolder.

Section 3.Registration ofTransfers and Exchanges.

a) Different Denominations. This Note is exchangeable for anequal aggregate principal amountofNotes ofdifferent authorized denominations, as requested by theHolder surrendering thesame.No service charge will bepayable for such registrationoftransferorexchange.

b) Investment Representations. This Note has beenissued subject tocertain investment representations of theoriginal Holder set forth in theExchange Agreement andmay betransferredorexchangedonly incompliance with the Exchange Agreement (and Purchase Agreement) andapplicable federal and state securities laws and regulations.

c) Reliance onNoteRegister. Prior to duepresentment fortransfer toBorrowerofthis Note, Borrower andany agent ofBorrowermaytreat thePerson inwhose name this Note is duly registered onthe Note Register asthe owner hereof for thepurpose ofreceiving payment asherein provided and forall other purposes, whetheror notthis Note isoverdue, and neither Borrower nor anysuch agent shall beaffected bynotice to thecontrary.

Section 4.Conversion.

a) Voluntary Conversion. At anytime after the Original Issue Date until this Note is nolonger outstanding, this Note including interest accrued hereon shall beconvertible, inwholeorinpart, into sharesofCommon Stock at theoptionofthe Holder, at anytime andfrom time totime (subject

to theconversion limitations set forth inSection 4(d) hereof). TheHolder shall effect conversions bydelivering toBorrower aNoticeofConversion, theform ofwhich isattached hereto asAnnex A(each, a“Notice ofConversion”), specifying thereinthe principal amount ofthis Note and accrued interest, if any, to beconverted and the date onwhich such conversion shall beeffected (such date, the “Conversion Date”).If noConversion Date is specified in aNotice ofConversion, the Conversion Date shall bethe date that suchNotice ofConversion isdeemed delivered hereunder. Toeffect conversions hereunder, theHolder shall not berequired to physically surrender thisNote toBorrower unless the entire principal amount ofthis Note hasbeen soconverted. Conversions hereunder shall have the effect oflowering theoutstanding principal amount ofthis Note in anamount equal to the applicable conversion. The Holder and Borrower shall maintain records showing theprincipal amount(s) converted and thedate ofsuch conversion(s). Borrowermaydeliver anobjection to anyNotice ofConversion within one (1) Business Day ofdelivery of suchNotice ofConversion.In theevent of anydispute ordiscrepancy, therecords of theHolder shallbecontrolling anddeterminative inthe absence ofmanifest error.TheHolder, and any assigneebyacceptanceofthis Note, acknowledges and agrees that, by reasonofthe provisionsofthis paragraph, following conversionof aportionofthis Note, the unpaid and unconverted principal amountof thisNote may be less than the amount stated onthe facehereof.

b) Conversion Price. The conversion price for the principal and interest, ifany, inconnection with voluntary conversions bythe Holder shallbe $.015per share ofCommonStock, subject toadjustment herein (the “Conversion Price”).In theevent the average VWAP forthe consecutive five

(5) TradingDays preceding but notincluding thesix month anniversary ofthe Original Issue Date ofthis Note is less than thethen Conversion Price ineffect on suchsix month anniversary date, then theConversion Price with respect tounconverted Principal andinterest onthe Note shall bereduced (and only reduced) toeighty percent (80%)ofthe VWAP forthe ten(10) TradingDaysfollowing (but notincluding) suchsix month anniversary date,subject tofurther reduction.

Mechanics ofConversion.

i. Conversion Shares Issuable Upon Conversion ofPrincipal Amount.Thenumber ofConversion Shares issuable upon aconversion hereunder shallbedetermined by thequotient obtained by dividing(x) the outstanding principal amount ofthis Noteto beconverted plus interest, ifany, elected by theHolder to beconverted by(y) theConversion Price.

ii. Delivery ofCertificateUponConversion.Notlater than three (3) TradingDaysafter each Conversion Date (the “Share Delivery Date”), Borrower shall deliver,or cause to bedelivered, tothe Holder acertificate or certificates representing theConversion Shares which , on orafter the earlierof(i) thesix month anniversaryof theOriginal Issue Dateor(ii) Effective Date, shall befreeofrestrictive legends and trading restrictions (other thanthose whichmay then berequired by thePurchase Agreement orwhich, in thegoodfaith opinion ofCompany counsel, shall bereasonably required toensure compliancewithapplicable securities laws) representing thenumber ofConversion Shares being acquired upon theconversion ofthis Note. Without imposing anyobligation onHolder,if, inconnection with anyissuance ofConversion Shares, Borrower fails toobtain alegal opinion regarding theapplicability ofrestrictive legends ortrading restrictions, Borrower shall, at the requestofHolder, accept thelegal opinion ofGrushko &Mittman orsuchother counsel asshallbeselected byHolder (any such legal opinion tobereasonably acceptable toBorrower’s counsel), thereasonable cost ofwhich legal opinion shallbe borne byBorrower. Borrower shall usereasonable commercial efforts to deliver anycertificate orcertificates required to bedelivered byBorrower under this Section 4(c) electronically through the Depository Trust Company oranother established clearing

corporation performing similar functions ifthe securities arethen eligible to be sotransferred.

iii. FailuretoDeliver Certificates.If, in the caseof any NoticeofConversion, suchcertificate orcertificates are not delivered to oras directed bythe applicable Holder by theShare Delivery Date, the Holder shallbeentitled to elect bywritten noticetoBorrower at any time on orbefore its receiptofsuch certificate orcertificates, torescind suchConversion, inwhich event Borrower shall promptly return tothe Holder anyoriginal Note delivered toBorrower and theHolder shall promptly return toBorrower the Common Stockcertificates issued to suchHolder pursuant to the rescinded Conversion Notice.

iv. Obligation Absolute; Partial LiquidatedDamages.Borrower’s obligations toissue and deliver theConversion Shares uponconversion ofthis Note inaccordance with theterms hereof are absolute and unconditional, irrespective of anyaction orinaction by theHolder to enforce thesame, anywaiver orconsent withrespect to anyprovision hereof, therecovery of anyjudgment against anyPersonor anyaction toenforce thesame,or anysetoff, counterclaim, recoupment, limitation ortermination, or anybreach oralleged breach by theHolder or anyother Person of anyobligation to Borroweror anyviolationoralleged violation of law by theHolder or anyother Person, andirrespective ofany othercircumstance whichmightotherwise limit suchobligation ofBorrower to theHolder in connection with theissuance ofsuch ConversionShares;provided,however, that suchdelivery shallnot operate as awaiver byBorrower of any suchaction Borrower mayhaveagainst the Holder.In theevent the HolderofthisNoteshall elect toconvert any orall of theoutstanding principal amount hereof, Borrowermay notrefuse conversion basedon any claimthat theHolder oranyone associated oraffiliated with theHolder has been engaged in anyviolationoflaw, agreementor forany otherreason, unless aninjunction from acourt, onnotice toHolder, restraining and orenjoining conversionofallorpart ofthis Note shallhave beensought andobtained, and Borrower posts asurety bond for the benefitof theHolder inthe amountof150% ofthe outstanding principalamount ofthis Note, which is subject to theinjunction, whichbondshall remain ineffect until thecompletion ofarbitration/litigationofthe underlying dispute and the proceedsofwhich shall bepayable to theHolder tothe extent itobtains judgment.In theabsence ofsuch injunction, Borrower shall issue Conversion Shares or, ifapplicable, cash, upon aproperly noticed conversion.IfBorrower failsfor anyreason todeliver to theHolder such certificate orcertificatespursuant toSection 4(c)(ii) by theShare Delivery Date, Borrower shall pay tothe Holder, in cash, asliquidated damages andnot as apenalty, for each $1,000 ofprincipal amount being converted, $10per TradingDay (increasing to $20per Trading Day onthe fifth (5th) Trading Day after such liquidated damages being toaccrue) for eachTrading Day after such Share Delivery Date until such certificates are delivered orHolder rescinds such conversion. Nothingherein shall limit aHolder’s right topursue actual damages ordeclare anEvent ofDefault pursuant toSection 8hereof for Borrower’s failure todeliver Conversion Shares within the period specified herein and the Holder shallhave theright topursue all remedies available toit hereunder, at law or inequity including, without limitation, adecree ofspecific performance and/or injunctive relief. The exercise of any suchrights shall notprohibit theHolder fromseeking toenforce damages pursuant to anyother Section hereof orunder applicable law.

v. Compensation for Buy-In onFailuretoTimely Deliver Certificates Upon Conversion.Inaddition to anyother rights available to the Holder, ifBorrower fails for anyreason todeliver to the Holder such certificateorcertificates by theShare Delivery Date pursuant toSection 4(c)(ii), andif after suchShare Delivery Date theHolder is

required by itsbrokerage firm topurchase (in anopenmarkettransactionorotherwise),or theHolderorHolder’s brokerage firmotherwise purchases, sharesof Common Stockto deliver insatisfactionof a sale by theHolder ofthe Conversion Shares which theHolder was entitled toreceive upon theconversion relating to suchShare Delivery Date (a“Buy-In”), thenBorrower shall(A) pay in cash to theHolder (inaddition to any otherremedies available to orelected by theHolder) theamount, ifany, bywhich (x) theHolder’s total purchase price (including anybrokerage commissions) for theCommon Stock sopurchased exceeds (y) theproductof(1) theaggregate number ofsharesof CommonStock that theHolderwasentitled toreceive from theconversion atissue multipliedby (2) theactual sale price atwhich the sell order giving rise tosuch purchase obligation was executed (including anybrokerage commissions) and(B)at theoption ofthe Holder, either reissue (ifsurrendered) this Note in aprincipal amount equal to theprincipal amount of theattempted conversion (in which case such conversion shall bedeemed rescinded)ordeliver tothe Holder thenumber ofshares ofCommon Stock thatwould have been issued if Borrower hadtimely complied with its delivery requirements under Section 4(c)(ii).Forexample, if theHolder purchasesCommon Stockhaving a totalpurchase price of$11,000 tocover aBuy-In withrespect to anattempted conversion ofthis Note with respect to which theactual sale priceof theConversion Shares (including anybrokerage commissions) giving rise to suchpurchase obligation was atotal of$10,000 under clause

(A)

of theimmediately preceding sentence, Borrower shall berequired topay theHolder

$1,000. TheHolder shall provide Borrower written notice indicating theamounts payable to theHolder inrespect of theBuy-In and, uponrequestofBorrower, evidence of theamount of suchloss. Nothing herein shall limit aHolder’s right to pursue any other remedies available toit hereunder, at law or inequity including, withoutlimitation, adecree ofspecific performance and/or injunctive relief with respect toBorrower’s failure to timely deliver certificates representing shares ofCommon Stock uponconversion ofthis Noteasrequired pursuant totheterms hereof.

vi. Reservation ofShares Issuable Upon Conversion. Borrower covenants that it will at all times useits best efforts toreserve andkeep available outofits authorized andunissued sharesof Common Stock for thesole purpose ofissuance upon conversion ofthis Note asherein provided, free frompreemptive rightsoranyother actual contingent purchase rightsofPersons other than theHolder (and theother holders ofthe Notes), not less than125%ofthe aggregate number ofsharesof theCommon Stock asshall beissuable (taking into account theadjustments andrestrictionsofSection 5) upon theconversion of thethen outstanding principal amountofthis Note and interest which has accrued and would accrue on suchprincipal amount assuming suchprincipal amount was not converted through theMaturity Date. Subject to having sufficient authorized share, Borrower covenants that all shares ofCommon Stock thatshall be soissuable shall, upon issue,be dulyauthorized, validly issued, fully paid and nonassessable.

vii. Fractional Shares. No fractional shares orscrip representing fractional shares shall beissued upon theconversion ofthis Note. As toany fraction of ashare which theHolder would otherwise beentitled topurchase upon suchconversion, Borrower shall atits election, either pay a cashadjustment inrespect ofsuch final fraction in anamount equal tosuch fraction multiplied by theConversion Price orround up to the nextwhole share.

viii. Transfer Taxes and Expenses. The issuance ofcertificates for sharesof theCommon Stock onconversion ofthis Note shall bemade without charge tothe Holder hereof for anydocumentary stamp orsimilar taxes thatmay bepayable inrespect ofthe

issue ordelivery of suchcertificates, provided that, Borrower shall not berequired topay any taxthatmay bepayable inrespect of anytransfer involved in theissuance and delivery of any suchcertificate upon conversion in aname other than that ofthe Holderofthis Note soconverted andBorrower shall not berequired toissue ordeliver such certificates unless oruntil the PersonorPersons requesting the issuance thereof shall have paid toBorrower theamount ofsuch tax orshall have established to thesatisfactionofBorrower that such taxhas been paid. Borrower shall payall Transfer Agent fees required for same-day processing of anyNoticeofConversion.

d) Holder’s Conversion Limitations. Borrower shall noteffect anyconversion ofthis Note, and aHolder shall nothave theright toconvert any portionofthis Note, tothe extent that after giving effect tothe conversion set forth on theapplicable NoticeofConversion, the Holder (together with the Holder’s Affiliates, andany Persons acting as agrouptogether with theHolder or any ofthe Holder’s Affiliates) would beneficially own inexcessofthe Beneficial Ownership Limitation (as defined below).Forpurposes of theforegoing sentence, thenumber ofshares ofCommonStock beneficially owned by theHolder andits Affiliates shall includethenumber ofshares ofCommonStock issuable uponconversion ofthis Note with respect towhich such determination is being made, butshall exclude the number ofshares ofCommon Stockwhich are issuable upon(i) conversionofthe remaining, unconverted principal amount ofthis Note beneficially owned by theHolderor anyof itsAffiliates and (ii) exerciseorconversionof theunexercisedorunconverted portion of anyother securities ofBorrower subject to alimitation onconversionorexercise analogous tothe limitationcontained herein (including, without limitation, anyother Notesor theWarrants) beneficially owned bythe Holder or any ofitsAffiliates. Except asset forth in thepreceding sentence, for purposes ofthis Section 4(d), beneficial ownership shall becalculated in accordance with Section13(d) of theExchange Act andthe rules andregulations promulgated thereunder. Tothe extent that the limitation contained inthis Section 4(d) applies, thedetermination ofwhether this Note is convertible (in relation toother securities owned by theHolder together with anyAffiliates) andofwhich principal amount ofthis Note isconvertible shall be in thesolediscretionof theHolder, and thesubmission of aNotice ofConversion shall bedeemed to be theHolder’s determinationofwhether this Notemay beconverted (inrelation toother securities owned by theHoldertogether with anyAffiliates) andwhich principal amount ofthis Note isconvertible, ineach case subject to theBeneficial Ownership Limitation. Toensure compliance with this restriction, the Holder willbedeemed torepresent toBorrower each time itdelivers aNotice ofConversion that suchNotice ofConversion has notviolated the restrictions setforth inthis paragraph andBorrower shallhave noobligation toverifyorconfirm theaccuracy ofsuch determination.In addition, adetermination asto anygroup status ascontemplatedaboveshall bedetermined inaccordance withSection 13(d)ofthe Exchange Act andthe rules andregulations promulgated thereunder. For purposes ofthis Section 4(d), in determining thenumber ofoutstanding sharesof CommonStock, theHolder may rely on thenumberofoutstanding sharesof Common Stock as stated in themost recentofthe following: (i)Borrower’s most recent periodicorannual report filed with theCommission, asthe casemay be,(ii) amore recent public announcement byBorrower, or(iii) amore recent written notice byBorrower orBorrower’s transfer agent setting forth thenumber ofshares ofCommon Stockoutstanding. Upon the writtenor oralrequestofaHolder, Borrower shall within two TradingDaysconfirm orally and inwriting to theHolder the numberof sharesofCommon Stock thenoutstanding.In any case,the numberofoutstanding sharesof Common Stockshallbedetermined after giving effect tothe conversionorexerciseofsecurities ofBorrower, including this Note, bythe Holder or itsAffiliates since thedate as ofwhich such number ofoutstanding shares ofCommon Stockwas reported. The“BeneficialOwnershipLimitation” shall be4.99% ofthe number ofsharesof theCommon Stockoutstanding immediately after giving effect to theissuanceofsharesof CommonStock issuable upon conversionofthis Note held by theHolder. TheHoldermaydecrease theBeneficial Ownership Limitation at anytime andtheHolder, upon notless than 61days��prior notice toBorrower, andmayincrease theBeneficial Ownership Limitation provided that the Beneficial Ownership Limitation in noevent exceeds 9.99% ofthe numberofsharesof theCommon Stockoutstanding immediately after giving effect tothe

issuanceofsharesof Common Stock uponconversion ofthis Note held by theHolder and theBeneficial Ownership Limitation provisionsofthis Section 4(d) shall continue toapply. Any suchincrease will not beeffective until the 61st dayafter suchnotice isdelivered toBorrower. The Beneficial Ownership Limitation provisions ofthis paragraph shall beconstrued andimplemented in amanner otherwise than instrictconformity with theterms ofthis Section 4(d) tocorrect this paragraph (or anyportion hereof) whichmay bedefectiveorinconsistent with theintended Beneficial Ownership Limitation contained herein or tomakechanges orsupplements necessary ordesirable toproperlygiveeffect tosuch limitation. Thelimitations contained inthis paragraph shall apply to asuccessor holder ofthis Note.

Section 5.Certain Adjustments.

a) Stock Dividends and Stock Splits.IfBorrower, at anytime whilethis Note is outstanding: (i) pays astock dividend orotherwisemakes adistributionordistributions payable inshares ofCommon Stock onsharesof Common Stock orany Common StockEquivalents (other than any suchdividendordistribution, ifany,payable pursuant totheterms ofBorrower’s Series F andSeries GPreferred Stock), (ii) subdivides outstanding sharesof Common Stockinto alarger number ofshares, (iii) combines (including byway of areverse stock split)outstanding sharesof Common Stockinto asmaller numberofsharesor(iv) issues, in theevent of areclassificationofshares of theCommonStock, any sharesofcapital stock ofBorrower, then the Conversion Price shall bemultiplied by afractionofwhich the numerator shall bethenumber ofshares ofCommon Stock(excluding anytreasury shares ofBorrower) outstanding immediately before suchevent, and ofwhich the denominator shall bethe number ofshares ofCommonStockoutstanding immediately after such event.Anyadjustment made pursuant tothis Section shall become effective immediately after the record date for thedeterminationofstockholders entitled toreceive suchdividend ordistribution andshall become effective immediately after theeffective date in thecase of asubdivision, combination orre-classification.

b) Subsequent Equity Sales.In addition to thereductions ofthe Conversion Price described inSection 4(b),if, at anytime while this Note isoutstanding, theCompany or anySubsidiary, asapplicable, sellsorgrants any option topurchaseorsells orgrants anyright toreprice,orotherwise disposes of orissues (or announces any sale,grantor anyoption topurchase orother disposition), anyCommon Stock orCommon StockEquivalents entitling anyPerson toacquireCommon Stock at aneffective price pershare that is lower than thethen Conversion Price (such lower price, the “Base Conversion Price”and suchissuances, collectively, a“Dilutive Issuance”) (if the holderoftheCommon Stock orCommon StockEquivalents soissued shall at anytime, whetherbyoperation ofpurchase price adjustments, reset provisions, floating conversion, exercise orexchange pricesorotherwise, ordue towarrants, options orrights per share which are issued in connection withsuchissuance,beentitled to receiveCommon Stock at aneffective price per share that islower than theConversion Price, such issuance shallbedeemed tohave occurred for less than theConversion Price onsuch date ofthe Dilutive Issuance), then the Conversion Price shall bereduced toequal the Base Conversion Price, subject to adjustment for reverse andforward stocksplits and thelike. Such adjustment shall bemade whenever suchCommon Stock orCommon StockEquivalents are issued. Notwithstanding theforegoing, noadjustment will bemade underthis Section 5(b) inrespect of anyissuance, dividendordistribution, ifany,made pursuant to theterms ofBorrower’s Series F andSeries GPreferred Stock.If theCompany entersinto aVariable Rate Transaction, despite the prohibition setforth inthe Purchase Agreement, theCompany shall bedeemed tohave issuedCommon Stock orCommon StockEquivalents at thelowest possible conversion price at which such securitiesmay beconvertedorexercised. TheCompany shallnotify the Holder inwriting, nolater than theTrading Day following the issuanceofany Common Stock orCommon StockEquivalents subject tothis Section 5(b), indicating therein theapplicable issuance price, orapplicable reset price, exchange price, conversion price andother pricing terms (such notice, the“Dilutive Issuance Notice”).Forpurposes ofclarification, whether or not theCompany provides aDilutive Issuance Notice pursuant tothis Section 5(b),upon the occurrence of anyDilutive Issuance, the Holder isentitled to receive anumber ofConversion Shares based uponthe

Base Conversion Price on orafter thedate ofsuch Dilutive Issuance, regardless ofwhether theHolderaccurately refers to the Base Conversion Price in theNoticeofConversion.

c) Subsequent Rights Offerings.Inaddition toany adjustments pursuant toSections 5(a) and(b) above, ifat anytime Borrower grants, issues orsells any Common StockEquivalents orrights topurchase stock, warrants, securities orother property prorata to therecord holdersof anyclass ofshares ofCommon Stock (the“Purchase Rights”), then theHolder will beentitled toacquire, upon thetermsapplicable to suchPurchase Rights, theaggregate Purchase Rights which the Holder could have acquired if theHolder hadheld thenumber ofsharesof CommonStock acquirable uponcomplete conversionofthis Note (without regard to any limitations onexercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before thedateonwhich arecord istaken for thegrant, issuanceor saleofsuch Purchase Rights, or,if no suchrecord is taken, thedate as ofwhich the record holders ofshares ofCommon Stock are to bedetermined for thegrant, issueorsale ofsuch Purchase Rights (provided, however, to theextent that theHolder’s right toparticipate inany suchPurchase Right would result in theHolder exceeding theBeneficial Ownership Limitation, then theHolder shall not beentitled to participate insuch PurchaseRightto such extent (orbeneficial ownershipofsuch sharesof Common Stock as aresult ofsuch Purchase Right tosuch extent) andsuch PurchaseRightto such extent shall beheld inabeyance for theHolder until suchtime, ifever, asits right thereto would not result in the Holder exceeding theBeneficial Ownership Limitation).

d) Pro Rata Distributions. During suchtime asthis Note is outstanding, if Borrower shall declare ormake anydividend whetheror notpermitted,or makes any otherdistribution of itsassets (orrights toacquire its assets) toholders ofshares ofCommonStock, byway ofreturn ofcapitalorotherwise (including, without limitation, anydistribution ofcash, stock orother securities, propertyoroptions byway of adividend, spin off, reclassification, corporate rearrangement,scheme ofarrangement orother similar transaction) (a“Distribution”), atany time after theissuanceofthis Note, then,in eachsuch case,the Holder shallbeentitled toparticipate insuch Distribution tothe same extent that the Holder would have participated therein if theHolder hadheld thenumber ofshares ofCommon Stockacquirable uponcomplete exerciseofthis Note (without regard toany limitations onexercise hereof, includingwithoutlimitation, the Beneficial Ownership Limitation) immediately before the dateofwhich arecord is taken for suchDistribution, or,if nosuch record istaken,thedate asofwhich therecord holdersofsharesof Common Stock are tobedetermined for theparticipation insuch Distribution (provided,however, to theextent that theHolder's right toparticipate in any suchDistribution would result inthe Holder exceeding theBeneficial Ownership Limitation, then theHolder shall not beentitled toparticipate insuch Distribution tosuch extent (or in thebeneficial ownership ofany sharesof Common Stock as aresultofsuch Distribution to such extent) andthe portion of suchDistribution shall be held inabeyance for thebenefit ofthe Holder until suchtime, if ever, as its right thereto would not result in theHolder exceeding the BeneficialOwnershipLimitation).

e) Fundamental Transaction.If, at anytime while this Note isoutstanding, (i)Borrower, directly orindirectly, in one ormore related transactions effects anymerger orconsolidationofBorrower with orinto another Person, (ii) Borrower, directly orindirectly, effects any sale,lease, license, assignment, transfer, conveyance orother dispositionofallorsubstantially all ofits assets in one or aseries ofrelated transactions, (iii) any, directorindirect, purchase offer, tender offer orexchange offer (whether byBorrower oranother Person) is completed pursuant towhich holders ofCommon Stock arepermitted to sell, tender orexchange their shares forother securities, cash orproperty and has been accepted bythe holders of50% ormore of theoutstanding Common Stock,(iv) Borrower, directly orindirectly, in one ormore related transactions effects anyreclassification, reorganizationorrecapitalization of theCommon Stock or anycompulsory shareexchange pursuant to which theCommon Stock iseffectively converted into orexchanged for other securities, cashorproperty, (v) Borrower, directly orindirectly, inone ormorerelated transactions consummates a stock orshare purchase agreement orother business combination

(including, without limitation, areorganization, recapitalization, spin-offor scheme ofarrangement)withanother Person whereby such other Person acquires more than50% ofthe outstanding shares ofCommon Stock(not including anyshares ofCommon Stock held by theother Person orother Persons making or party to,orassociated oraffiliated with theother Persons making or party to, such stock orshare purchase agreement orother business combination) (each a“Fundamental Transaction”), then, upon anysubsequent conversion ofthis Note,theHolder shall have the right toreceive, for each Conversion Share that would have beenissuable upon suchconversion immediately prior to theoccurrence ofsuch Fundamental Transaction (without regard to anylimitation inSection 4(d) on theconversion ofthis Note), thenumber ofshares ofCommon Stock of thesuccessororacquiring corporation orofBorrower, if it isthe surviving corporation, and anyadditional consideration (the “Alternate Consideration”) receivable as aresult ofsuch Fundamental Transactionby aholder ofthe numberofsharesof Common Stockfor which this Noteisconvertible immediately prior tosuch Fundamental Transaction (without regard to anylimitation inSection 4(d) on theconversionofthis Note). For purposes of anysuch conversion, the determination ofthe Conversion Price shall beappropriately adjusted toapply to suchAlternate Consideration based on theamount ofAlternate Consideration issuable inrespectof one(1) shareof Common Stock in suchFundamental Transaction, andBorrower shall apportion the Conversion Price among theAlternate Consideration in areasonable manner reflecting the relative valueof anydifferent componentsofthe Alternate Consideration.Ifholders ofCommon Stock aregiven anychoice as tothe securities, cashorproperty to bereceived in aFundamental Transaction, thenthe Holder shall begiven thesamechoiceas to theAlternate Consideration it receives upon anyconversion ofthis Note following suchFundamental Transaction. Borrower shall cause anysuccessor entity in aFundamental Transaction inwhich Borrower is not thesurvivor (the “Successor Entity”) toassume inwriting allofthe obligations ofBorrower under this Note and theother Transaction Documents (asdefined inthe Purchase Agreement) inaccordance with theprovisionsofthis Section 5(e) pursuant towritten agreements inform andsubstance reasonably satisfactory to theHolder and approved by theHolder (without unreasonable delay) prior to such Fundamental Transaction and shall,attheoption ofthe holderofthis Note, deliver to theHolder inexchange for this Note asecurity of theSuccessor Entity evidenced by awritten instrument substantially similar in form andsubstance tothis Note which isconvertible for acorresponding number ofshares ofcapital stock of suchSuccessor Entity (or its parent entity) equivalent tothe sharesof Common Stockacquirable andreceivable uponconversionofthis Note (without regard to anylimitations onthe conversion ofthis Note) prior to suchFundamental Transaction, andwith aconversion price which applies theconversion price hereunder tosuch sharesofcapital stock (buttaking into account the relative value of theshares ofCommon Stockpursuant tosuch Fundamental Transaction andthe value ofsuch shares ofcapital stock, such numberofsharesofcapital stock andsuch conversion price being forthe purposeofprotecting theeconomic valueofthis Note immediately prior tothe consummation of suchFundamental Transaction), andwhich is reasonably satisfactory inform andsubstance to theHolder. Upon the occurrence ofany suchFundamental Transaction, the Successor Entity shall succeed to, and besubstituted for (so that from andafter thedateof suchFundamental Transaction, the provisions ofthis Note and theother Transaction Documents referring tothe “Company” shall refer instead to theSuccessor Entity), andmayexercise every right andpower ofBorrower and shall assume allof theobligations ofBorrower under this Noteandthe other Transaction Documents with the same effect as if such Successor Entity hadbeen named asBorrower herein.

f) Calculations.Allcalculations under this Section 5shall bemade to thenearest cent orthe nearest 1/100th of ashare, asthe casemay be.For purposesofthis Section 5,the numberofshares ofCommon Stockdeemed to beissued and outstanding as of agiven date shallbe the sum of thenumber ofshares ofCommon Stock(excluding anytreasury shares ofBorrower)issued and outstanding.

Notice tothe Holder.

i. Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to anyprovisionofthis Section 5,Borrower shall promptly deliverto

eachHolder anotice setting forththe Conversion Price after suchadjustment and settingforth abrief statementofthe facts requiring suchadjustment.

ii. NoticetoAllow Conversion byHolder.If (A)Borrower shall declare adividend (or anyother distribution inwhateverform) on theCommonStock, (B) Borrower shall declare aspecial nonrecurring cashdividend on or aredemption of theCommonStock, (C) Borrower shall authorize thegranting toall holdersof theCommon Stock ofrightsorwarrants tosubscribe for orpurchase anyshares ofcapital stock of anyclassor of anyrights, (D) theapproval of anystockholders ofBorrower shall berequired inconnection with anyreclassification of theCommonStock, anyconsolidationormerger to which Borrower is aparty, anysale ortransferofall orsubstantially allofthe assetsofBorrower, or anycompulsory shareexchange whereby theCommon Stock isconverted intoother securities, cash orproperty or(E) Borrower shall authorize thevoluntaryorinvoluntary dissolution, liquidationorwinding up ofthe affairsofBorrower, then, ineach case,Borrower shall cause to befiled at each office oragency maintained for thepurpose ofconversionofthis Note, andshall cause to bedelivered to theHolder at itslast address asit shall appear upon the Note Register, at least twenty (20)calendardaysprior totheapplicable recordor effective datehereinafter specified, anotice stating (x)the dateonwhich arecord is to betaken for thepurposeofsuch dividend, distribution, redemption, rightsorwarrants,orif arecord isnot to betaken, the date asofwhich the holders oftheCommon Stock ofrecord to beentitled tosuch dividend, distributions, redemption, rights orwarrants are tobedetermined or(y) the date onwhich suchreclassification, consolidation, merger, sale, transferorshare exchange isexpected tobecome effectiveorclose, and the date as ofwhich it isexpected that holdersoftheCommon Stock ofrecord shallbeentitled toexchange their shares of theCommon Stock forsecurities, cash orother property deliverable upon suchreclassification, consolidation, merger, sale, transfer orshare exchange, provided that thefailure todeliver such noticeor anydefect thereinor in thedelivery thereof shall notaffect the validity ofthe corporate action required to bespecified in suchnotice. To theextent that anynotice provided hereunder constitutes,orcontains, material, non-public information regarding Borroweror any ofthe Subsidiaries, Borrower shall simultaneously file suchnotice with theCommission pursuant to aCurrent Report onForm 8-K. TheHolder shall remain entitled toconvert this Note during the 20- day periodcommencing on thedate ofsuch notice through theeffective date ofthe event triggering suchnotice except asmayotherwise beexpressly setforth herein.

Section 6.Redemption. Upon 30days’ prior written notice from theBorrower, principal and accrued andunpaid interest on thisNote shall beredeemable at theoptionoftheBorrower at aredemption price equal to(i) 120% ofthe principal amount tobe redeemed plus(ii) accrued and unpaidinterest thereon; provided however that during such30-day period,the Holder shallhavethe right to convert this Note atthe thenapplicable Conversion Price. At theexpiration of such30-day period(the “Redemption Date”), this Note shall nolonger beconvertible. Unless andexcept tothe extent converted prior thereto, payment of theredemption price shallbemade within 30-days after theRedemption Date.

Section 7.Negative Covenants. As long as anyportion ofthis Note remains outstanding, unless theholdersof atleast 51% inprincipal amount of thethen outstanding Notes shall have otherwise given priorwritten consent, Borrower shall not, and shall not permit any ofthe Subsidiaries to,directly orindirectly:

a) other than Permitted Indebtedness, enter into, create, incur, assume, guaranteeorsuffer toexist anyindebtedness forborrowed money of anykind, including, butnot limited to, aguarantee,

on orwith respect to any ofits property orassets now ownedorhereafter acquired or anyinterest therein or anyincome orprofits therefrom;

b) other thanPermitted Liens, enter into, create, incur, assume orsuffer toexist any Liensof anykind, on or withrespect to any ofits property orassets nowowned orhereafter acquired or anyinterest therein or anyincome orprofits therefrom;

c) amend its charter documents, including, without limitation, itscertificateofincorporation andbylaws, in anymanner that materially andadversely affects anyrightsoftheHolder;

d) repay, repurchaseoroffer to repay, repurchaseorotherwise acquire more than ademinimis number ofsharesofitsCommon Stock orCommon StockEquivalents other than (i) as totheConversion Shares aspermitted orrequired under the Transaction Documents or(ii) inconnection with the redemption ofconvertible redeemable promissory notes onterms nomore favorable to theholders thereof thanprovided hereunder for redemptionofthisNote;

e) redeem, defease, repurchase, repay ormake anypayments inrespect of, by thepayment ofcash orcash equivalents (in whole or inpart, whether byway of openmarketpurchases, tender offers, private transactions orotherwise), allor anyportionofany Indebtedness (other than theNotesifon apro-rata basis and other than as provided inclause (d) above), whether byway ofpayment inrespect ofprincipalof (orpremium, ifany) orinterest on, suchIndebtedness, theforegoing restriction shall also apply toPermitted Indebtedness from andafter theoccurrence ofan EventofDefault;

f) declare ormake anydividend orother distributionofits assetsorrights toacquire itsassets toholdersofshares ofCommonStock, by way ofreturn ofcapital orotherwise including, without limitation, anydistribution ofcash, stock orother securities, property oroptions byway of adividend, spin off,reclassification, liquidation, distribution, preferential payments inconnection with anysecuritiesor debtissuances, corporate rearrangement, scheme ofarrangement orother similar transaction;

g) enter into anytransaction with anyAffiliateofBorrower which wouldberequired to bedisclosed in anypublic filing with theCommission, unless suchtransaction ismade on anarm’s- length basis and expressly approved by amajority ofthe disinterested directorsofBorrower (even ifless than aquorum otherwise required for board approval);or

enter into anyagreement with respect toany of theforegoing.Section 8.EventsofDefault.

a) “Event ofDefault” means, wherever usedherein, any of thefollowing events(whatever thereason forsuchevent andwhether such event shallbevoluntary orinvoluntary oreffected byoperation of law orpursuant to anyjudgment, decree ororder of any court,or anyorder, rule orregulation of anyadministrative orgovernmental body):

i. anydefault in thepayment of(A) the principal orinterest amount ofthis Note or(B) liquidated damages andother amounts owing to aHolder on anyNote, as and when thesame shallbecome due andpayable (whether on aConversionDate or theMaturity Dateor byacceleration orotherwise) which default, solely in thecase of adefault underclause(B)above, is notcured within 3TradingDaysafter Borrower hasbecome or should have become aware ofsuch default;

ii. Borrower shall fail to observeorperform anyother covenantoragreement contained in theNotes (other than abreach byBorrower ofits obligations to deliver shares ofCommon Stock to theHolder upon conversion,whichbreach is addressed inclause (ix) below) which failure isnot cured,if possible tocure, within theearlier tooccur of(A) 5TradingDaysafter notice ofsuch failure sent by theHolderor by anyOther Holder toBorrower and(B) 10TradingDays afterBorrower has become orshould have become awareofsuch failure;

iii. adefaultoreventofdefault (subject to anygraceorcure period provided inthe applicable agreement, documentorinstrument) shall occur under (A) anyoftheTransaction Documents, including but notlimited tofailure tostrictly comply withthe provisionsof theTransaction Documents,or (B)any othermaterial agreement, lease, document orinstrument towhich Borroweror anySubsidiary isobligated (and notcovered by clause(vi)below),which inthe case ofsubsection (B) would reasonably beexpected tohave aMaterial Adverse Effect;

iv. anyrepresentation orwarranty made inthis Note, any other Transaction Documents, any written statement pursuant hereto orthereto or anyother report, financial statement orcertificate made ordelivered to theHolder or anyOther Holder shallbeuntrue orincorrect in anymaterial respect asofthe datewhenmade ordeemed made;

Borroweror anySubsidiary shall besubject to aBankruptcy Event;

vi. Borrower or anySubsidiary shall default onany ofits obligations under anymortgage, credit agreement orother facility, indenture agreement, factoring agreement orother instrument under which theremay be issued,orbywhich theremay be securedorevidenced, anyindebtedness forborrowed money ormoney dueunder anylong term leasingorfactoring arrangement that (a) involves anobligation greater than $50,000, whether suchindebtedness nowexistsorshall hereafter becreated, and(b) results insuch indebtedness becoming or beingdeclared due andpayable prior to the date onwhich it would otherwise become due andpayable;

vii.

Reserved;

viii.

Reserved;

ix. Borrower shall fail for anyreason todeliver certificates to aHolder prior tothe fifth TradingDay after aConversion Date pursuant toSection4(c) orBorrowershallprovide at anytime notice to theHolder, includingbyway ofpublic announcement, ofBorrower’s intention tonot honorrequests for conversionsof anyNotes inaccordancewith theterms hereof;

x. anyPerson shall breach anyagreement delivered to theinitialHolderspursuant toSection 2.2 ofthe Purchase Agreement;

xi. anymonetary judgment, writorsimilar final process shall beentered orfiled against Borrower, anysubsidiary orany oftheir respective property orother assets formore than $50,000, and suchjudgment, writorsimilar final process shall remain unvacated, unbondedorunstayed for aperiod of 90calendardays;

xii. anydissolution, liquidation orwinding up byBorroweror amaterial Subsidiary of asubstantial portionoftheirbusiness;

xiii.

cessationofoperations byBorrower or amaterial Subsidiary;

xiv. afailure byBorrower tonotify Holder of anymaterial event ofwhich Borrower isobligated tonotify Holder pursuant totheterms ofthis Noteorany otherTransaction Document;

xiv. adefault by theBorrower of amaterial term, covenant, warranty orundertaking of anyother agreement towhich theBorrower andHolder are parties,or theoccurrenceof aneventofdefault under anysuch other agreement towhich Borrower and Holder are parties which is notcured after anyrequired notice and/or cureperiod;

xv.

theoccurrenceof anEventofDefault under anyOther Note; or

xvi. anymaterial provisionofany Transaction Document shall at anytime for anyreason (other thanpursuant tothe express terms thereof) cease tobevalid and binding on orenforceable against the Borrower,orthe validity orenforceability thereof shallbecontested byBorrower,or aproceeding shallbecommenced byBorrower orany governmental authority having jurisdictionover Borrower orHolder, seeking toestablish theinvalidity orunenforceability thereof, orBorrower shall deny inwriting that it has anyliability orobligation purported tobecreated under anyTransaction Document.

In theevent more than onegrace, cureornotice period isapplicable to anEventofDefault, then theshortest grace,cure ornotice period shall beapplicable thereto.

b) Remedies Upon Event ofDefault, Fundamental Transaction andChange ofControl Transaction.Ifany Event ofDefaultor aFundamental Transaction or aChangeofControl Transaction occurs, theoutstanding principal amount ofthis Note, liquidated damages andother amounts owing inrespect thereof through thedateofacceleration, shall become, at theHolder’s election, immediately due andpayable incash at the Mandatory Default Amount. Commencing on theMaturity Date andalso five (5) days after theoccurrenceofany EventofDefault interest onthis Note shall accrue at aninterest rate equal tothe lesserof18% perannum or themaximum ratepermitted under applicable law. Upon thepayment infullof theMandatory Default Amount, theHolder shall promptly surrender this Note to oras directed byBorrower.Inconnection with such acceleration described herein, the Holder need not provide, and Borrower hereby waives, anypresentment, demand, protestorother notice ofany kind, and theHoldermayimmediately andwithout expirationof anygrace period enforce any andallofits rights andremedies hereunder and allother remedies available toit under applicable law. Such accelerationmay berescinded andannulled byHolder at anytime prior topayment hereunder and theHolder shall have all rights as aholderofthe Note until suchtime, ifany, asthe Holder receives full payment pursuant tothis Section 8(b). No suchrescissionorannulment shall affect anysubsequent Event ofDefault orimpair anyright consequent thereon.

Section 9.Security Interest/WaiverofAutomaticStay.ThisNote issecured by asecurity interest granted to theHolder pursuant tothe Security Agreement, asdelivered byBorrower and R2 to Holder. The Borrower acknowledges andagrees that should aproceeding under anybankruptcy orinsolvency lawbecommenced byoragainst theBorrower or aSubsidiary,or ifany ofthe Collateral (as defined inthe Security Agreement) shouldbecomethe subject of anybankruptcy orinsolvency proceeding, then theHolder should beentitled to, among otherrelief towhich theHoldermay beentitled under the Transaction Documents and anyother agreement towhich theBorroweror aSubsidiary andHolderare

parties (collectively, “Loan Documents”) and/or applicable law, an order fromthe court granting immediate relief from theautomatic stay pursuant to 11U.S.C. Section 362 topermit the Holder to exercise allofits rights andremedies pursuant to theLoan Documents and/or applicable law. THE BORROWER EXPRESSLY WAIVES THE BENEFIT OF THEAUTOMATICSTAY IMPOSED BY 11U.S.C.SECTION 362.FURTHERMORE, THE BORROWER EXPRESSLYACKNOWLEDGES AND AGREESTHAT NEITHER 11U.S.C. SECTION 362NORANY OTHER SECTION OF THE BANKRUPTCYCODEOR OTHER STATUTE OR RULE(INCLUDING,WITHOUTLIMITATION, 11U.S.C.SECTION105)SHALLSTAY, INTERDICT,CONDITION,REDUCE ORINHIBIT IN ANYWAY THEABILITYOF THEHOLDERTOENFORCE ANYOF ITS RIGHTSAND REMEDIES UNDERTHELOANDOCUMENTSAND/OR APPLICABLELAW.TheBorrower hereby consentsto anymotion for relief fromstaythatmay be filed by theHolderin anybankruptcyorinsolvency proceeding initiatedby oragainsttheBorrowerand,further, agreesnot to file anyoppositionto anymotionforrelieffrom stayfiledbythe Holder.TheBorrower represents, acknowledgesandagrees that this provisionis aspecificandmaterial aspectofthe Loan Documents, and thattheHolder would not agreeto thetermsof theloan Documentsifthis waiver werenot apartofthis Note.TheBorrower further represents, acknowledges and agrees thatiswaiverisknowingly, intelligentlyandvoluntarily made, that neithertheHolder norany personactingon behalf ofthe Holderhasmadeanyrepresentationstoinduce this waiver, thattheBorrowerhasbeen represented(orhashadthe opportunityto byrepresented)inthe signingofthis Note and the Loan Documentsand in themakingof thiswaiverbyindependent legal counsel selectedby theBorrower and thattheBorrower has discussed this waiver with counsel.

Section 10.Miscellaneous.

a) Notices.Allnotices, demands, requests, consents, approvals, and other communications requiredorpermitted hereunder shall be inwriting and,unless otherwise specified herein, shall be(i) personally served, (ii) deposited inthe mail,registered orcertified, return receipt requested, postage prepaid, (iii) delivered byreputable air courier service with charges prepaid, or(iv) transmitted by handdelivery, telegram, facsimile,orelectronic mail, addressed asset forth below or to suchother address as suchparty shall have specified most recently bywritten notice. Any notice orother communication required orpermitted tobegiven hereunder shallbe deemedeffective (a)upon hand delivery ordelivery byfacsimile, with accurate confirmation generated bythe transmitting facsimile machine, at theaddressornumber designated below (if delivered on abusiness day duringnormal business hourswheresuch notice is to bereceived), orthe first business dayfollowing such delivery (if delivered other than on abusiness dayduring normal business hours where suchnotice is to bereceived),or(b) upon receipt, when sent byelectronic mail (provided confirmationoftransmission iselectronically generated andkeep onfile by thesending party),or(c) onthe second business day following thedateofmailingbyexpress courier service, fully prepaid, addressed tosuch address,or uponactual receipt of suchmailing, whichever shall first occur. Theaddresses for suchcommunications shall be: (i) if to Borrower, to:OmniShrimp, Inc., 517Dumaine, PH4, New Orleans, LA70116,Attn: CFO, and (ii) if to theHolder, to: theaddress and faxnumber indicated on thefront page ofthis Note, with anadditionalcopy by fax only to(which shall not constitute notice): Grushko &Mittman, P.C., 515Rockaway Avenue, ValleyStream, New York 11581, fax: (212) 697-3575.

b) Absolute Obligation. Except asexpressly provided herein,no provision ofthis Note shall alterorimpair theobligationofBorrower, which is absolute andunconditional, topay theprincipal of, liquidated damages andaccrued interest, as applicable, onthis Note at thetime, place, andrate, and inthe coin orcurrency, herein prescribed. This Note is adirect debt obligation ofBorrower. ThisNoterankspari passuwith all other Notes noworhereafter issued under theterms setforth herein.

c) LostorMutilated Note.If thisNote shall bemutilated, lost, stolen ordestroyed, Borrower shall execute anddeliver, in exchange andsubstitution for and uponcancellation of amutilated Note,or inlieu of or insubstitution for a lost,stolen ordestroyed Note, a newNote forthe principal amount

ofthis Note somutilated, lost, stolen ordestroyed, but only uponreceipt ofevidence ofsuch loss, theftordestruction of suchNote, and of theownership hereof, reasonably satisfactory toBorrower.

d) Governing Law. All questions concerning theconstruction, validity, enforcement andinterpretationofthis Note shall begoverned by andconstrued andenforced inaccordance with the internal lawsof theStateofNewYork,without regard tothe principles ofconflict oflaws thereof. Each partyagrees that all legal proceedings concerning theinterpretation, enforcement anddefense ofthe transactions contemplatedby any ofthe Transaction Documents (whether brought against aparty hereto or itsrespective Affiliates, directors, officers, shareholders, employeesoragents) shall becommenced in the state andfederal courts sitting inthe City ofNewYork,BoroughofManhattan(the“NewYorkCourts”). Each party hereto hereby irrevocably submits to theexclusive jurisdiction ofthe New York Courtsfor theadjudication of anydispute hereunder or inconnection herewith orwith anytransaction contemplated herebyordiscussed herein (including withrespect to theenforcementofany ofthe Transaction Documents), and hereby irrevocably waives, andagrees not toassert inany suit,action orproceeding, any claim thatit isnot personally subject tothe jurisdiction of suchNew York Courts,or suchNew York Courts areimproper orinconvenient venue for suchproceeding. Each party hereby irrevocably waives personal serviceofprocess andconsents to process being served in anysuch suit, actionorproceeding bymailing a copythereof via registered orcertified mail orovernight delivery (with evidence ofdelivery) to suchparty atthe address ineffect for notices toit under this Note andagrees that such service shall constitute good andsufficient serviceofprocess andnotice thereof. Nothing contained herein shall bedeemed tolimit in anyway anyright toserve process in anyother manner permitted byapplicable law. Each party hereto herebyirrevocably waives, tothe fullest extent permitted byapplicable law, anyand all right to trial by jury in anylegal proceeding arising outof orrelating tothis Note or thetransactions contemplatedhereby. If any partyshall commence an action orproceeding toenforce anyprovisions ofthis Note, then theprevailing party insuch actionorproceeding shall bereimbursed by theother party for its attorneys fees andother costs and expenses incurred inthe investigation, preparation and prosecutionofsuch actionorproceeding.This Noteshallbe deemed anunconditional obligationofBorrower forthe paymentofmoney and, without limitation to any other remediesofHolder, maybeenforced against Borrowerbysummary proceeding pursuant toNew YorkCivil ProcedureLawand Rules Section 3213 orany similar rule orstatute inthe jurisdictionwhereenforcement issought. Forpurposesofsuch ruleorstatute, any other documentoragreement to whichHolder and Borrower arepartiesorwhichBorrowerdelivered toHolder, which maybe convenientornecessary todetermine Holder’s rights hereunder orBorrower’s obligations toHolder are deemed apartofthis Note, whether ornot suchotherdocument oragreement was delivered together herewithorwas executed apart fromthis Note.

e) Waiver. Any waiver byBorroweror theHolder of abreachof anyprovisionofthis Note shall notoperate as or beconstrued tobe awaiver of any otherbreach of suchprovisionor of anybreach of anyother provision ofthis Note. The failure ofBorroweror theHolder toinsist upon strict adherence to anyterm ofthis Note on one ormore occasions shall not beconsidered awaiver ordeprive that party of theright thereafter toinsist uponstrict adherence tothat term or anyother term ofthis Note on anyother occasion. Any waiver byBorrowerorthe Holder must bein writing.

f) Severability.If anyprovisionofthis Note isinvalid, illegal orunenforceable, the balanceofthis Note shall remain ineffect, and if anyprovision isinapplicable to anyPersonorcircumstance, it shall nevertheless remain applicable to allother Persons and circumstances.

g) Usury.If itshallbe foundthat anyinterest orother amount deemed interest due hereunder violates theapplicable lawgoverning usury, the applicable rateofinterest due hereunder shall automatically belowered to equal themaximum rate ofinterest permitted under applicable law. Borrower covenants (to theextent that itmaylawfully do so)that itshall not at anytime insist upon, plead,orinany manner whatsoever claim ortake the benefitoradvantage of, anystay, extensionorusury laworother law

which would prohibit orforgiveBorrower frompaying allor anyportionofthe principal of orinterestonthis Note as contemplated herein, wherever enacted, now or at anytimehereafter inforce,orwhichmayaffect the covenants orthe performance ofthis Note, andBorrower (to theextent itmaylawfully doso) herebyexpressly waives all benefits oradvantage ofany suchlaw, andcovenants that it will not, byresort to any suchlaw, hinder, delay orimpede theexecution of anypower herein granted to theHolder, butwillsuffer andpermit the execution ofevery such asthough nosuch lawhasbeen enacted.

h) Next BusinessDay.Whenever anypayment orother obligation hereunder shallbe due on a dayother than aBusinessDay, suchpayment shall bemade on thenext succeeding BusinessDay.

i) Headings. The headings contained hereinare forconvenience only, do notconstitute apart ofthis Note andshall not bedeemed to limitoraffect any ofthe provisions hereof.

j) Amendment. Unless otherwise provided for hereunder, thisNote may not bemodified oramendedorthe provisions hereof waived without the written consentofBorrower and theHolder.

k) Facsimile Signature.In theevent that theBorrower’s signature isdelivered by facsimile transmission,PDF,electronic signatureorother similar electronic means, suchsignature shall create avalid and binding obligationofthe Borrower withthesame force andeffect as ifsuch signature page were anoriginal thereof.

*********************

(Signature Pages Follow)

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by an authorized officer as of January 11, 2019.

OMNI Shrimp, Inc.

By: /s/ Colm Wrynn

Name: Colm Wrynn

Title: CEO

WITNESS:

____________________________________

CONSENTED AND AGREED:

Chase Financing Inc. Profit Sharing and401(k) Plan

By:

Name:

Title:

ANNEX ANOTICE OF CONVERSION

Theundersigned hereby elects toconvert principal under the Convertible Note Due January 11, 2021 ofOmniShrimp, Inc., aDelaware corporation (the “Company”), intoshares ofcommon stock (the“Common Stock”), ofBorrower according to theconditions hereof, as of thedate written below.If shares ofCommon Stock are tobeissued in thename of aperson other than theundersigned, the undersigned will pay alltransfer taxes payable with respect thereto andis delivering herewith such certificates and opinions asreasonably requested byBorrower inaccordance therewith. No feewill becharged to theholder for anyconversion, except for such transfer taxes, ifany.

By thedelivery ofthis Notice ofConversion the undersigned represents andwarrants toBorrower that its ownership of theCommon Stock does notexceed theamounts specified underSection 4ofthis Note, as determined inaccordance with Section 13(d)ofthe Exchange Act.

Theundersigned agrees to comply with theprospectus delivery requirements under the applicable securities laws in connection with anytransferofthe aforesaid shares ofCommonStock.

Conversion calculations:

Date toEffect Conversion:__________________________

Principal Amount ofNote to beConverted: $ ______________

Accrued Interest to beConverted, ifany: $ _______________

ConversionPrice: $ __________________

Number ofshares ofCommon Stock to beissued:__________

Signature:______________

Name:________________

Address for Delivery ofCommon StockCertificates:_________

________________________________________________
________________________________________________

DWAC Instructions:____________

Broker No: __________________

Account No:_________________

Original IssueDate:January 11,2019

PrincipalAmount:$391,609.24

SECUREDCONVERTIBLE NOTE

DUEJanuary 11,2021

FOR VALUERECEIVED,Borrower promises to pay toChase Financing Inc. or itsregistered assigns (the “Holder”),with anaddress at: PO Box 403303, Miami Beach, Florida 33140Fax: (212) 787- 9268, orshallhave paidpursuant to theterms hereunder, theprincipal sum ofThree Hundred Ninety One ThousandSixHundred Nine Dollars and Twenty Four Cents ($391,609.24)onJanuary 11, 2021 (the “MaturityDate”) orsuch earlier date asthis Note is required orpermitted to berepaid as provided

hereunder, and to payinterest, if any, to theHolderon theaggregate unconverted and thenoutstanding principal amount ofthis Note in accordance with the provisions hereof.

This Note issubject to thefollowing additional provisions:

“Alternate Consideration” shall have the meaning setforth inSection 5(e).

“Bankruptcy Event” means any of thefollowing events: (a) Borrower or anySubsidiary thereof commences acaseorother proceeding under any bankruptcy, reorganization, arrangement, adjustment ofdebt, reliefofdebtors, dissolution, insolvency orliquidation orsimilar lawof anyjurisdiction relating toBorrower or anySubsidiary thereof, (b) there iscommenced against Borroweror anySubsidiary thereof anysuch case orproceeding that is notdismissed within60days after commencement, (c) Borrowerorany Subsidiary thereof is adjudicated insolventorbankrupt or anyorderofrelief orother order approving any suchcase orproceeding isentered, (d) Borroweror anySubsidiary thereof suffers anyappointment of anycustodianor thelike forit or anysubstantial partofits property that is not discharged orstayed within 60calendardaysafter suchappointment, (e) Borrower or anySubsidiary thereofmakes ageneral assignment for thebenefit ofcreditors, (f) Borroweror anySubsidiary thereof calls ameeting ofits creditors with aview toarranging acomposition, adjustmentorrestructuring ofits debts or(g) Borrower or anySubsidiary thereof, by any act orfailuretoact, expressly indicates its consent to,approvalof oracquiescence in any ofthe foregoing ortakes any corporateorother actionfor the purpose ofeffecting any oftheforegoing.