Amended And Restated Note Purchase Agreement

13. Amendments and waiver declarations. Any clause in this communication can only be amended with the written agreement of the company and the lender. Any modification or exemption made pursuant to this section 13 is mandatory for the borrower, the lender and the purchaser of a notification. 10. Subordination. The lender agrees that the security interest granted to it pursuant to the provisions of the security agreement is subject, with the first priority, to a revolving operating line of credit that the company has received from a good faith commercial lender for primary purposes in order to cover the company`s current operating costs in good standing. , for an amount of up to one million dollars ($1,500,000). The lender undertakes to execute agreements and other documents that are reasonably necessary for the implementation of the aforementioned subordination. 7. Successor and plenipotentiary; The assignment. The provisions of this note are mandatory in favour of a successor to the borrower and each emissary of the borrower and also apply to any holder of that note.

The lender may assign this rating to one of its related businesses. Subject to the above sentence, this reference can only be transmitted after the initial notification of registration of the transfer has been issued, which has been duly confirmed or covered by a written deed of transfer duly executed in a form satisfactory to the borrower. A new debt note is then issued to the purchaser for the same principal amount and the same interest and registered in the name of the purchaser. Interest and principal are payable only to the registered bearer of this communication. 18. Conversion. As of that date, the lender may convert all or part of the principal and unpaid accrued interest into shares of the C-1.10 Series preferred share per share (the « C-1%Series » pursuant to this Section 18, on any date after the date, which has obtained the necessary shareholder approval for the issuance of the C-1 series preferred share. Section 1, point (a) (a) iii), this note. The lender notifies the borrower in writing when such a conversion is to take place (that date, « transformation date »). The number of shares in the C-1 series preferred share (calculated on the nearest aggregate share) to which the lender is entitled at this conversion is determined by the division of the principal stock and unpaid accrued interest, converted by the conversion price of the C-1 series preferred share, determined in accordance with the C-1 Series preferred share designation certificate. On the date of conversion, the lender sends this notification to the borrower or its transfer agent, and the lender receives shares from the borrower that the C-1 Series preferred stock receives in the name or on behalf of the one in which the lender wishes such a certificate or certificate to be seeded and, if the principal amount is not converted , a replacement amount equal to the unaccounted principal amount.

If the lender is unable to pass on this notification, the lender informs the borrower or its transfer agent that the note has been lost, stolen or destroyed and provides the borrower with confirmation that the obligations that are proven in this communication are deemed to be fulfilled in whole or in part on the date of conversion.