Master Note Purchase Agreement

Right to maintain proportional ownership: any holder of Preferred (or one or more of its related companies) has the right to acquire its proportionate share in each offer of new securities by the company, subject to usual exceptions. The proportional share is based on the ratio (x) of the number of ordinary shares held by that holder (on a conversion basis) to (y) of the fully diluted company`s capitalisation (on a conversion and exercise basis). 7.2 Governing Law. This Agreement and the Obligations shall be governed by the laws of the State of Delaware applicable to agreements between residents of Delaware, which shall be entered into and performed in their entirety in the State of Delaware. 7.19 Additional Commitment. From time to time, the Company will execute such additional documents and make them available to lenders and provide lenders with such additional information as any lender may reasonably require to perform the terms of this Agreement and the obligations and all agreements entered into in connection with it or with it, or on the entity`s financial and business terms and prospects. 7.18 Exculpation among lenders. Any lender acknowledges that it does not rely on any person, business, corporation or shareholder other than the enterprise and its senior officers and directors in their capacity when investing or deciding to invest in the business. Any lender agrees that no other lender or controlling person, officer, director, partner, representative, shareholder or employee of any other lender is liable for any acts taken or taken or not taken by any of them in connection with the purchase and sale of securities.

The authorized share capital of the corporation consists of _____________