COCP agrees to sell and the Purchaser agrees to purchase a Note from the Company in the amount of $________ and the Company shall issue such Note to the Purchaser. The Note shall be convertible into COCP common stock at $0.27 per share; provided , however , if COCP closes on a financing in which it receives at least $10 million in gross proceeds and issues common stock or common stock equivalents to the investors (a “Financing”), the conversion price shall be the lesser of: (i) $0.27 per share and (ii) the price per share of common stock sold in the Financing, and the Note shall automatically be converted. All funds shall be wired to COCP in accordance with Exhibit B .