THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED OR ASSIGNED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THIS NOTE UNDER SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS. IN ADDITION TO THE SUBORDINATION PROVISIONS SET FORTH IN SECTION 4 BELOW, THIS NOTE IS SUBORDINATED PURSUANT TO A SUBORDINATION AGREEMENT, DATED [DATE], ENTERED INTO BY THE HOLDER OF THIS NOTE FOR THE BENEFIT OF [SENIOR LENDER].

amended and restated SUBORDINATED Promissory Note

$2,650,000 (U.S.) [DATE]

FOR VALUE RECEIVED, the undersigned (the “Maker”) promises to pay to the order of [HOLDER NAME], at its office at [HOLDER ADDRESS], Attn: [HOLDER CONTACT] or at such other place as the Holder of this Amended and Restated Subordinated Promissory Note (the “Note”)(hereinafter, such person, the “Holder”) may from time to time designate in writing, the sum of TWO MILLION SIX HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($2,650,000) in lawful money of the United States, with interest thereon from the date of this Note until paid at the rates set forth below.

This note is made by the Maker in connection with the transactions contemplated pursuant to that certain Stock Purchase Agreement, dated [DATE], as amended by Amendment to Stock Purchase Agreement, dated [DATE], by and among [COMPANY] (the “Company”), [INDIVIDUAL] and [INDIVIDUAL] (each, a “Buyer” and together, the “Buyers”), and the Holder (the “Purchase Agreement”). All capitalized terms used in this Note that are not defined herein shall have the meaning given such terms in the Purchase Agreement.

Interest Rate. This Note bears simple interest prior to maturity or acceleration at a fixed rate of nine percent (9.00%) per annum (the “Note Rate”). All computations of interest under this Note shall be made on the basis of a year of 365 days, for actual days elapsed.

Payments. Payments of accrued interest only shall be due and payable on each quarterly anniversary of the date first set forth above commencing on [PAYMENT COMMENCEMENT DATE] and continuing throughout the remaining term of the Note, in accordance with the Note payment schedule attached hereto as Exhibit A.

Maturity. Unless sooner repaid, the entire unpaid principal balance of this Note, plus all accrued but unpaid interest, and all other amounts owing under this Note are due and payable in full on the date that is five (5) years after the date first written above (the “Maturity Date”). Notwithstanding the foregoing, the entire unpaid principal balance of this Note, plus all accrued but unpaid interest shall become immediately due and payable upon the following events: