The Holder hereby notifies the Company that Holder is converting a portion of the Note Balance into the Note Shares at a price per Note Share equal to the Conversion Price (as amended in paragraph (ii) below). Within one business day after the date hereof, the Company’s transfer agent will deliver the Note Shares to the Holder, free and clear of any restrictive legends, in accordance with the issuance instructions that appear in Appendix A to this letter agreement.

The contemplated timing for conversion under Section 3 of the Note, and the definition of Conversion Price (as defined in Section 3 of the Note), are hereby amended such that the Holder may convert as of the date hereof, into the Note Shares, such portion of the Note Balance as is equal to the Conversion Price (as amended below) multiplied by 277,777 (i.e., the number of Note Shares to be issued upon such conversion). As amended hereby, the term “Conversion Price” in Section 3 of the Note means the average net proceeds per Note Share to be received by the Holder from the sale of all of the Note Shares in accordance with paragraph (iv) below, after deducting any reasonable and documented selling and other offering expenses incurred by the Holder in connection with the Holder’s sales of the Note Shares (but without deducting the Collection Fee (as defined in paragraph (iii) below)), as reflected in a written report or certification by the Holder to be provided by Holder to the Company (or other evidence that is reasonably acceptable to the Company) (the “Note Shares Sales Report”) that states (a) the total proceeds from the sale of all Note Shares, (b) the foregoing reasonable and documented selling and other offering expenses incurred by the Holder, (c) the resulting aggregate net proceeds from the sale of the Note Shares (the “Aggregate Net Proceeds”), and (d) the calculation of the Conversion Price (which shall equal the Aggregate Net Proceeds, divided by 277,777).

Concurrently with the execution of this letter agreement, the Company shall make a cash payment by wire transfer to the Holder, to the account t designated by the Holder as set forth on Appendix B hereto (the “Directed Account”), in an amount of $415,000, consisting of (x) $400,000 (the “Pre-Payment Amount”) to be applied to payment of, and to be deducted from, the Note Balance, and (y) $15,000 for the collection/legal fees of the Holder (the “Collection Fee”).

Holder agrees that all sales of the Note Shares shall be carried out in broker transactions, on the Nasdaq Stock Market, and in keeping with (and not below) market prices as of the time of such sales. The Holder represents and warrants that any sales of Note Shares shall be conducted in accordance with the Plan of Distribution as set forth in the Registration Statement, and that the Holder will comply with any prospectus delivery requirements of the Securities Act of 1933, as amended.

Upon Holder’s notification to the Company that the sale of all Note Shares has been completed, and after providing the Note Shares Sales Report to the Company, and the Company’s acknowledgment that such report is in good order (which acknowledgement shall not be unreasonably withheld or delayed), the Company shall promptly (no later than the first (1st) trading day afterwards) make a cash payment by wire transfer to the Holder, to the Directed Account, in an amount (the “Settlement Amount”) equal to the difference between (i) the Note Balance, less (ii) the sum of (a) the Aggregate Net Proceeds and (b) the Pre-Payment Amount. To the extent the Settlement Amount is a negative number, Holder shall promptly (no later than the first (1st) trading day after Holder’s delivery of the Note Shares Sales Report to the Company) make a cash payment by wire transfer to the Company in the amount by which the sum of the Aggregate Net Proceeds and the Pre-Payment Amount exceed the Note Balance (such amount, the “Excess Repayment Amount”).

Upon acknowledgement of receipt by the Holder of the Settlement Amount, or, in the case the Settlement Amount is a negative number, upon confirmation by the parties that the Holder is required to repay the Excess Repayment Amount, the Note shall be automatically considered repaid and retired, with no further obligations of the Company thereunder (but subject to the Holder’s obligation to refund the Excess Repayment Amount to the Company, to the extent applicable). At such time, the Holder shall promptly return the original signed Note to the Company, or shall deliver an acknowledgment as to the repayment of, and retirement of, the Note to the Company.  If the Company is obligated to pay a Settlement Amount to the Holder and such payment is not made as set forth herein (a “Payment Default”), then the Note shall remain outstanding and in full force and effect, including provisions related to penalty interest, with (i) the amount owed thereunder deemed to be the Settlement Amount and (ii) interest accruing on such amount from the date of the Payment Default at the penalty interest rate as set forth in the Note.