THIS DEBENTURE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS DEBENTURE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE
AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS
DEBENTURE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO WELLQUEST MEDICAL & WELLNESS CORPORATION THAT SUCH REGISTRATION
IS NOT REQUIRED.
FOR VALUE RECEIVED, WellQuest Medical & Wellness Corporation, an Oklahoma corporation (the “ Borrower ”),
promises to pay to Regent Private Capital LLC (the “ Holder ”) or its registered assigns or successors in interest, the sum of
Four Hundred Forty Three Thousand One Hundred Twenty Three Dollars and Twenty Eight Cents ($443,123.28), together with
any accrued and unpaid interest hereon, on April 1, 2012 (the “ Maturity Date ”) if not sooner paid.
Capitalized terms used herein without definition shall have the meanings ascribed to such terms in that certain Letter
Agreement dated as of May 11, 2009 but effective as of April 1, 2009, between Borrower and the Holder (as amended, modified
or supplemented from time to time, the “ Purchase Agreement ”).
The following terms shall apply to this Debenture:
INTEREST & AMORTIZATION
1. Contract Rate . Subject to Sections 4.11 and 6.7 hereof, interest payable on this Debenture shall accrue at a rate per annum
equal to ten percent (10.0%) (the “ Contract Rate ”).
2. Payments . Payment of the aggregate principal amount outstanding under this Debenture (the “ Principal Amount ”),
together with all accrued interest thereon shall be made on the Maturity Date.
1. Optional Conversion . The Holder shall have the right, but not the obligation, at any time until the Maturity Date, or