THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

[COMPANY]

Convertible Promissory Note and Security Agreement

[CITY], [STATE]

$________ [DATE]

[COMPANY], a Delaware limited liability company (the "Company"), for value received, hereby promises to pay to the order of [[COMPANY]], a [____] limited partnership (the "Holder") the principal sum of [AMOUNT SPELLED] ([AMOUNT]), together with interest at the rate of fifteen percent (15%) per annum, on the outstanding principal balance of this Convertible Promissory Note and Security Agreement (this "Note"). All amounts outstanding on this Note, including principal and unpaid accrued interest, shall be repaid upon the Maturity Date unless earlier converted into the Company’s equity securities in accordance herewith.

The Loan. The Holder shall advance the full principal amount of this Note on the date hereof, such amount to be paid by wire transfer of immediately available funds to an account designated in writing by the Company.

Maturity Date. Subject to the provisions hereof, if this Note has not been converted into units of the Company's equity securities pursuant to Section 3 hereof, the entire outstanding balance of this Note, including principal and unpaid accrued interest (together, the "Note Balance"), will be due and payable in a single installment on the date that is twelve (12) months following the date hereof, or if such date is not a business day, then the next business day (the "Maturity Date"). Notwithstanding the Maturity Date specified herein, if the Company provides to Holder on or prior to the Maturity Date a signed term sheet for a Qualified Financing or a Sale Transaction (as such terms are defined below), the Maturity Date shall be extended until the earlier of (i) the termination of such term sheet or (ii) ninety (90) days.

Conversion.

Conversion Upon a Qualified Financing. If the Company sells and issues, in a single arms-length transaction or in a series of related arms-length transactions, units of the Company's Series A Preferred Units (the "Preferred Units") or other equity securities of the Company convertible into or exercisable for Preferred Units for an aggregate consideration of at least One Million Dollars ($1,000,000) (the "Qualified Financing"), this Note Balance shall, upon written notice of the Holder delivered within five (5) business days, be converted into a number of Preferred Units equal to this Note Balance divided by the per-unit price at which such Preferred Units are offered in the Qualified Financing (the "Conversion Price").