HydroPhi Technologies Group Inc. (fka HPTG)

[Champ5]

The note was attached to the sale with the cash.

Promissory Note. Buyer will deliver one or more senior secured promissory notes to Seller in the aggregate principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000), each substantially in the form attached as Exhibit A hereto (the “Promissory Notes”). The Promissory Notes, in the aggregate, will be convertible into 4.9% of the issued and outstanding capital stock of Buyer on a fully-diluted basis, will be convertible into shares of Common Stock beginning on the six month anniversary of the date of its issuance, and will be a senior secured obligation of the Buyer.