OH2 Laboratories, LLC Convertible Promissory Note Purchase Agreement This Convertible Promissory Note Purchase Agreement (the "Agreement") is made as of TBD (the "Effective Date") by and among OH2 Laboratories, LLC, a Delaware limited liability company (the "Company"), and the persons and entities named on Schedule A (individually, a "Purchaser" and collectively, the "Purchasers"). Recital To provide the Company with additional resources to conduct its business, the Purchasers are willing to loan to the Company in one or more disbursements up to an aggregate authorized principal amount of US$800,000 (eight hundred thousand US dollars) subject to the conditions specified in this Agreement and the Loan Documents. Agreement Now, therefore, in consideration of the foregoing, the parties' mutual promises in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: I. Amount and Terms of the Loan. Subject to the terms of this Agreement, each Purchaser agrees to lend to the Company at the Closing the amount set forth opposite the Purchaser's name on Schedule A (each, a "Loan Amount") against the issuance and delivery by the Company of a convertible promissory note for that amount, in substantially the form set forth on Exhibit A (each, a "Note" and collectively, the "Notes"). 2. Closing and Delivery. 2.1 Closing. The closing of the sale and purchase of the Notes (the "Closing") will be held on the Effective Date, or at such other time as the Company and Purchasers may mutually agree (the "Closing Date"). 2.2 Subsequent Sales of Notes. At any time on or before the 180th day following the Closing, the Company may sell Notes representing up to the balance of the authorized principal amount not sold at the Closing (the "Additional Purchasers"). All such sales made at any additional closings (each an "Additional Closing") will be made on the terms and condit