Common use of Form of Conversion Notice Clause in Contracts

Form of Conversion Notice. RESTRICTED NOTES The Bank of New York Mellon 000 Xxxxxxx Xxxxxx – 4E New York, NY 10286 Attention: Global Finance Americas Re: 3.25% Convertible Subordinated Notes due 2016 (the “Notes”) of CEMEX, S.A.B. de C.V. (the “Issuer”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of March 15, 2011 (as amended and supplemented from time to time, the “Indenture”), among the Issuer, The Bank of New York Mellon, as Trustee, and The Bank of New York Xxxxxx, X.X., Institución de Banca Múltiple. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. The undersigned, owner of the aggregate amount of Notes specified below, hereby irrevocably exercises the option to convert such Notes, or a portion thereof herein designated (which is U.S.$1,000 or an integral multiple thereof and provided that if only a portion is converted that the portion not so converted is in a minimum principal amount of U.S.$100,000)), into Ordinary Shares of the Issuer deliverable only in the form of ADSs in accordance with the terms of the Indenture, and directs that the ADSs issuable and deliverable upon the conversion and any Notes representing any unconverted principal amount, be issued and delivered in book-entry form through the facilities of DTC, for credit to the account of the Person indicated below, unless restricted ADSs are to be issued and delivered in the event of any conversion of Notes (x) within 12 months after the date of issuance of the Notes, or (y) by any person that is an Affiliate of the Issuer. Restricted ADSs are not eligible for delivery in book-entry form through the facilities of DTC but instead will be issued and delivered as uncertificated ADSs registered in the name of the owner on the books of Citibank, N.A., the ADS Depositary. If ADSs or any portion of the Notes not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer Taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of Interest and Taxes accompanies this notice of conversion. The undersigned represents that, as of the date hereof, it has not delivered a purchase notice as described under the Indenture with respect to its Notes. The undersigned understands that, upon conversion of Notes, freely transferable ADSs will be delivered only if (i) the Notes are being converted upon the expiration of twelve months after their date of issuance, and (ii) the converting Note holder is not an Affiliate of the Issuer. No ADSs will be delivered on conversion until any amount payable by the undersigned on account of Interest is paid, any certificates evidencing specified Notes not held in book-entry form are duly endorsed or assigned to the Issuer or in blank and surrendered and any Taxes or other charges or documents required in connection with the transfer on conversion, and any other required items, are delivered to the Conversion Agent. Conversion of the specified number of Notes is subject to the requirements established by the Issuer and the ADSs depositary pursuant to the Indenture and the ADS Deposit Agreement, as well as to the procedures of DTC and Indeval, as in effect from time to time. Prior to such conversion, the undersigned will have no rights derived from, or in connection with, the ADSs issuable upon conversion. Please provide the information requested below, as applicable:

Form of Conversion Notice. RESTRICTED UNRESTRICTED NOTES The Bank of New York Mellon 000 Xxxxxxx Xxxxxx – 4E New York, NY 10286 Attention: Global Finance Americas Re: 3.253.75% Convertible Subordinated Notes due 2016 2018 (the “Notes”) of CEMEX, S.A.B. de C.V. (the “Issuer”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of March 15, 2011 (as amended and supplemented from time to time, the “Indenture”), among the Issuer, The Bank of New York Mellon, as Trustee, Trustee and The Bank of New York Xxxxxx, X.X., Institución de Banca Múltiple. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. The undersigned, registered owner of the aggregate amount of Notes specified below, hereby irrevocably exercises the option to convert such Notes, or a portion thereof herein designated (which is U.S.$1,000 or an integral multiple thereof and provided that if only a portion is converted that the portion not so converted is in a minimum principal amount of U.S.$100,000)), into Ordinary Shares of the Issuer deliverable only in the form of ADSs in accordance with the terms of the Indenture, and directs that the ADSs issuable and deliverable upon the conversion and any Notes representing any unconverted principal amount, be issued and delivered in book-entry form through the facilities of DTC, for credit to the account of the Person indicated below, unless restricted ADSs are to be issued and delivered in the event of any conversion of Notes (x) within 12 months after the date of issuance of the Notes, or (y) by any person that is an Affiliate of the Issuer. Restricted ADSs are not eligible for delivery in book-entry form through the facilities of DTC but instead will be issued and delivered as uncertificated ADSs registered in the a different name of the owner on the books of Citibank, N.A., the ADS Depositaryhas been indicated below. If ADSs or any portion of the Notes not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer Taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of Interest and Taxes accompanies this notice of conversion. The undersigned represents that, as of the date hereof, it has not delivered a purchase notice as described under the Indenture with respect to its Notes. The undersigned understands that, upon conversion of Notes, freely transferable acknowledges and agrees that no ADSs will be delivered only if (i) prior to the Notes are being converted upon effectiveness of any registration statement under the expiration of twelve months after their date of issuanceSecurities Act relating to the ADSs, unless the Conversion Agent receives a deposit certificate in the form provided under the ADS Deposit Agreement and (ii) the converting Note holder is not an Affiliate duly signed and completed on behalf of the Issuerapplicable beneficial owner. The forms of such certificates are available from the Conversion Agent. No ADSs will be delivered on conversion until any amount payable by the undersigned on account of Interest is paid, any certificates evidencing specified Notes not held in book-entry form are duly endorsed or assigned to the Issuer or in blank and surrendered and any Taxes or other charges or documents required in connection with the transfer on conversion, and any other required items, are delivered to the Conversion Agent. Conversion of the specified number of Notes is subject to the requirements established by the Issuer and the ADSs depositary pursuant to the Indenture and the ADS Deposit Agreement, as well as to the procedures of DTC and Indeval, as in effect from time to time. Each conversion shall be deemed to have been effected with respect to a Note (or portion thereof) on the Conversion Date, and the Person in whose name any certificate or certificates for ADSs are issuable upon such conversion shall be deemed to have become on said date the holder of record of the ADSs represented thereby. Any such surrender on any date when the Issuer’s stock transfer books are closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Rate in effect on the date upon which such Note is surrendered. Prior to such conversion, the undersigned will have no rights derived from, or in connection with, the ADSs issuable upon conversion. Please provide the information requested below, as applicable:

Form of Conversion Notice. RESTRICTED NOTES The Bank of New York Mellon 000 Xxxxxxx Xxxxxx – 4E New York(To be executed by the Holder in order to convert that certain $220,000 Convertible Promissory Note identified as the Note) DATE: ____________________________ FROM: Tangiers Investment Group, NY 10286 Attention: Global Finance Americas LLC Re: 3.25% $220,000 Convertible Subordinated Notes due 2016 Promissory Note (this “Note”) originally issued by BLUE SPHERE CORP., a Nevada corporation, to Tangiers Investment Group, LLC on January 12, 2015. The undersigned on behalf of Tangiers Investment Group, LLC, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.001 par value per share, of BLUE SPHERE CORP. (the “NotesCompany”) of CEMEX, S.A.B. de C.V. (the “Issuer”) Ladies and Gentlemen: Reference is hereby made according to the Indentureconditions hereof, dated as of March 15, 2011 (as amended and supplemented from time to time, the “Indenture”), among the Issuer, The Bank of New York Mellon, as Trustee, and The Bank of New York Xxxxxx, X.X., Institución de Banca Múltiple. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. The undersigned, owner of the aggregate amount of Notes specified below, hereby irrevocably exercises the option to convert such Notes, or a portion thereof herein designated (which is U.S.$1,000 or an integral multiple thereof and provided that if only a portion is converted that the portion not so converted is in a minimum principal amount of U.S.$100,000)), into Ordinary Shares of the Issuer deliverable only in the form of ADSs in accordance with the terms of the Indenture, and directs that the ADSs issuable and deliverable upon the conversion and any Notes representing any unconverted principal amount, be issued and delivered in book-entry form through the facilities of DTC, for credit to the account of the Person indicated below, unless restricted ADSs are to be issued and delivered in the event of any conversion of Notes (x) within 12 months after the date of issuance of the Notes, or (y) by any person that is an Affiliate of the Issuer. Restricted ADSs are not eligible for delivery in book-entry form through the facilities of DTC but instead will be issued and delivered as uncertificated ADSs registered in the name of the owner on the books of Citibank, N.A., the ADS Depositarywritten below. If ADSs or any portion of the Notes not converted shares are to be issued in the name of a Person person other than the undersigned, the undersigned will pay all transfer Taxes taxes payable with respect thereto. Any amount required to be paid thereto and is delivering herewith such certificates and opinions as reasonably requested by the undersigned on account of Interest and Taxes accompanies this notice of Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents that, as of the date hereof, it has not delivered a purchase notice as described under the Indenture with respect to its Notes. The undersigned understands hereof that, upon after giving effect to the conversion of Notes, freely transferable ADSs will be delivered only if (i) the Notes are being converted upon the expiration of twelve months after their date of issuance, and (ii) the converting this Note holder is not an Affiliate of the Issuer. No ADSs will be delivered on conversion until any amount payable by the undersigned on account of Interest is paid, any certificates evidencing specified Notes not held in book-entry form are duly endorsed or assigned to the Issuer or in blank and surrendered and any Taxes or other charges or documents required in connection with the transfer on conversion, and any other required items, are delivered to the Conversion Agent. Conversion of the specified number of Notes is subject to the requirements established by the Issuer and the ADSs depositary pursuant to the Indenture and the ADS Deposit Agreement, as well as to the procedures of DTC and Indeval, as in effect from time to time. Prior to such conversionthis Conversion Notice, the undersigned will have no rights derived fromnot exceed the “Restricted Ownership Percentage” contained in this Note. Conversion information: Date to Effect Conversion Aggregate Principal Amount of Note Being Converted Aggregate Interest on Amount Being Converted Number of Shares of Common Stock to be Issued Applicable Conversion Price Signature Name Address $220,000 Convertible Note Blue Sphere Corp. Tangiers Investment Group, or in connection with, the ADSs issuable upon conversion. Please provide the information requested below, as applicable:LLC

Form of Conversion Notice. RESTRICTED NOTES The Bank (To be executed by the Holder in order to convert all or part of New York Mellon 000 Xxxxxxx Xxxxxx – 4E New Yorkthat certain $27,500 Convertible Promissory Note identified as the Note) DATE: FROM: Tangiers Global, NY 10286 Attention: Global Finance Americas LLC Re: 3.25% $27,500 Convertible Subordinated Notes due 2016 Promissory Note (the “Notes”this "Note") of CEMEXoriginally issued by Signal Bay, S.A.B. de C.V. (the “Issuer”) Ladies and Gentlemen: Reference is hereby made Inc., a Colorado corporation, to the IndentureTangiers Global, dated as of LLC on March 1521, 2011 (as amended and supplemented from time to time, the “Indenture”), among the Issuer, The Bank of New York Mellon, as Trustee, and The Bank of New York Xxxxxx, X.X., Institución de Banca Múltiple. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture2016. The undersignedundersigned on behalf of Tangiers Global, owner LLC, hereby elects to convert $_______________________ of the aggregate amount outstanding Principal Sum (as defined in the Note) indicated below of Notes specified belowthis Note into shares of Common Stock, hereby irrevocably exercises $0.0001 par value per share, of Signal Bay, Inc. (the option to convert such Notes, or a portion thereof herein designated (which is U.S.$1,000 or an integral multiple thereof and provided that if only a portion is converted that the portion not so converted is in a minimum principal amount of U.S.$100,000)"Company"), into Ordinary Shares according to the conditions hereof, as of the Issuer deliverable only in the form of ADSs in accordance with the terms of the Indenture, and directs that the ADSs issuable and deliverable upon the conversion and any Notes representing any unconverted principal amount, be issued and delivered in book-entry form through the facilities of DTC, for credit to the account of the Person indicated date written below, unless restricted ADSs are to be issued and delivered in the event of any conversion of Notes (x) within 12 months after the date of issuance of the Notes, or (y) by any person that is an Affiliate of the Issuer. Restricted ADSs are not eligible for delivery in book-entry form through the facilities of DTC but instead will be issued and delivered as uncertificated ADSs registered in the name of the owner on the books of Citibank, N.A., the ADS Depositary. If ADSs or any portion of the Notes not converted shares are to be issued in the name of a Person person other than the undersigned, the undersigned will pay all transfer Taxes taxes payable with respect thereto. Any amount required to be paid thereto and is delivering herewith such certificates and opinions as reasonably requested by the undersigned on account of Interest and Taxes accompanies this notice of Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents that, as of the date hereof, it has not delivered a purchase notice as described under the Indenture with respect to its Notes. The undersigned understands hereof that, upon after giving effect to the conversion of Notes, freely transferable ADSs will be delivered only if (i) the Notes are being converted upon the expiration of twelve months after their date of issuance, and (ii) the converting this Note holder is not an Affiliate of the Issuer. No ADSs will be delivered on conversion until any amount payable by the undersigned on account of Interest is paid, any certificates evidencing specified Notes not held in book-entry form are duly endorsed or assigned to the Issuer or in blank and surrendered and any Taxes or other charges or documents required in connection with the transfer on conversion, and any other required items, are delivered to the Conversion Agent. Conversion of the specified number of Notes is subject to the requirements established by the Issuer and the ADSs depositary pursuant to the Indenture and the ADS Deposit Agreement, as well as to the procedures of DTC and Indeval, as in effect from time to time. Prior to such conversionthis Conversion Notice, the undersigned will have no rights derived fromnot exceed the "Restricted Ownership Percentage" contained in this Note. Conversion information: Date to Effect Conversion Aggregate Principal Sum of Note Being Converted Aggregate Interest on Amount Being Converted Remaining Principal Balance Number of Shares of Common Stock to be Issued Applicable Conversion Price Signature Name Address EXHIBIT B WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF SIGNAL BAY, or in connection withINC. The undersigned, being directors of Signal Bay, Inc., a Colorado corporation (the ADSs issuable upon conversion. Please provide "Company"), acting pursuant to the information requested belowBylaws of the Corporation, as applicabledo hereby consent to, approve and adopt the following preamble and resolutions:

Form of Conversion Notice. RESTRICTED NOTES The Bank (To be executed by the Holder in order to convert all or part of New York Mellon 000 Xxxxxxx Xxxxxx – 4E New Yorkthat certain $550,000 Fixed Convertible Promissory Note identified as the Note) DATE: FROM: ___________________________ Harbor Gates Capital, NY 10286 Attention: Global Finance Americas Re: 3.25% Convertible Subordinated Notes due 2016 LLC (the “NotesHolder”) Re: $550,000 Fixed Convertible Promissory Note (this “Note”) originally issued by Blackboxstocks, Inc., a Nevada corporation, to Harbor Gates Capital, LLC on May 21, 2019. The undersigned on behalf of CEMEXHarbor Gates Capital, S.A.B. de C.V. LLC, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.001 par value per share, of Blackboxstocks, Inc. (the “Issuer”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of March 15, 2011 (as amended and supplemented from time to time, the “IndentureCompany”), among according to the Issuer, The Bank of New York Mellonconditions hereof, as Trustee, and The Bank of New York Xxxxxx, X.X., Institución de Banca Múltiple. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. The undersigned, owner of the aggregate amount of Notes specified date written below, hereby irrevocably exercises the option to convert such Notes, or a portion thereof herein designated (which is U.S.$1,000 or an integral multiple thereof and provided that if only a portion is converted that the portion not so converted is in a minimum principal amount of U.S.$100,000)), into Ordinary Shares of the Issuer deliverable only in the form of ADSs in accordance with the terms of the Indenture, and directs that the ADSs issuable and deliverable upon the conversion and any Notes representing any unconverted principal amount, be issued and delivered in book-entry form through the facilities of DTC, for credit to the account of the Person indicated below, unless restricted ADSs are to be issued and delivered in the event of any conversion of Notes (x) within 12 months after the date of issuance of the Notes, or (y) by any person that is an Affiliate of the Issuer. Restricted ADSs are not eligible for delivery in book-entry form through the facilities of DTC but instead will be issued and delivered as uncertificated ADSs registered in the name of the owner on the books of Citibank, N.A., the ADS Depositary. If ADSs or any portion of the Notes not converted shares are to be issued in the name of a Person person other than the undersigned, the undersigned will pay all transfer Taxes taxes payable with respect thereto. Any amount required to be paid thereto and is delivering herewith such certificates and opinions as reasonably requested by the undersigned on account of Interest and Taxes accompanies this notice of Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents that, as of the date hereof, it has not delivered a purchase notice as described under the Indenture with respect to its Notes. The undersigned understands hereof that, upon after giving effect to the conversion of Notes, freely transferable ADSs will be delivered only if (i) the Notes are being converted upon the expiration of twelve months after their date of issuance, and (ii) the converting this Note holder is not an Affiliate of the Issuer. No ADSs will be delivered on conversion until any amount payable by the undersigned on account of Interest is paid, any certificates evidencing specified Notes not held in book-entry form are duly endorsed or assigned to the Issuer or in blank and surrendered and any Taxes or other charges or documents required in connection with the transfer on conversion, and any other required items, are delivered to the Conversion Agent. Conversion of the specified number of Notes is subject to the requirements established by the Issuer and the ADSs depositary pursuant to the Indenture and the ADS Deposit Agreement, as well as to the procedures of DTC and Indeval, as in effect from time to time. Prior to such conversionthis Conversion Notice, the undersigned will have no rights derived fromnot exceed the “Restricted Ownership Percentage” contained in this Note. Conversion information: Date to Effect Conversion Aggregate Principal Sum of Note Being Converted Aggregate Interest/Fees of Principal Amount Being Converted Remaining Principal Balance Number of Shares of Common Stock to be Issued Applicable Conversion Price Signature Name Address EXHIBIT B WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF BLACKBOXSTOCKS, or in connection withINC. The undersigned, being directors of Blackboxstocks, Inc., a Nevada corporation (the ADSs issuable upon conversion. Please provide “Company”), acting pursuant to the information requested belowBylaws of the Corporation, as applicabledo hereby consent to, approve and adopt the following preamble and resolutions:

Form of Conversion Notice. RESTRICTED UNRESTRICTED NOTES The Bank of New York Mellon 000 Xxxxxxx Xxxxxx – 4E New York, NY 10286 Attention: Global Finance Americas Re: 3.254.875% Convertible Subordinated Notes due 2016 2015 (the “Notes”) of CEMEX, S.A.B. de C.V. (the “Issuer”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of March 1530, 2011 2010 (as amended and supplemented from time to time, the “Indenture”), among the Issuer, The Bank of New York Mellon, as Trustee, Trustee and The Bank of New York Xxxxxx, X.X., Institución de Banca Múltiple. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. The undersigned, registered owner of the aggregate amount of Notes specified below, hereby irrevocably exercises the option to convert such Notes, or a portion thereof herein designated (which is U.S.$1,000 or an integral multiple thereof and provided that if only a portion is converted that the portion not so converted is in a minimum principal amount of U.S.$100,000)), into Ordinary Shares of the Issuer deliverable only in the form of ADSs in accordance with the terms of the Indenture, and directs that the ADSs issuable and deliverable upon the conversion and any Notes representing any unconverted principal amount, be issued and delivered in book-entry form through the facilities of DTC, for credit to the account of the Person indicated below, unless restricted ADSs are to be issued and delivered in the event of any conversion of Notes (x) within 12 months after the date of issuance of the Notes, or (y) by any person that is an Affiliate of the Issuer. Restricted ADSs are not eligible for delivery in book-entry form through the facilities of DTC but instead will be issued and delivered as uncertificated ADSs registered in the a different name of the owner on the books of Citibank, N.A., the ADS Depositaryhas been indicated below. If ADSs or any portion of the Notes not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer Taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of Interest and Taxes accompanies this notice of conversion. The undersigned represents that, as of the date hereof, it has not delivered a purchase notice as described under the Indenture with respect to its Notes. The undersigned understands that, upon conversion of Notes, freely transferable acknowledges and agrees that no ADSs will be delivered only if (i) prior to the Notes are being converted upon effectiveness of any registration statement under the expiration of twelve months after their date of issuanceSecurities Act relating to the ADSs, unless the Conversion Agent receives a deposit certificate in the form provided under the ADS Deposit Agreement and (ii) the converting Note holder is not an Affiliate duly signed and completed on behalf of the Issuerapplicable beneficial owner. The forms of such certificates are available from the Conversion Agent. No ADSs will be delivered on conversion until any amount payable by the undersigned on account of Interest is paid, any certificates evidencing specified Notes not held in book-entry form are duly endorsed or assigned to the Issuer or in blank and surrendered and any Taxes or other charges or documents required in connection with the transfer on conversion, and any other required items, are delivered to the Conversion Agent. Conversion of the specified number of Notes is subject to the requirements established by the Issuer and the ADSs depositary pursuant to the Indenture and the ADS Deposit Agreement, as well as to the procedures of DTC and Indeval, as in effect from time to time. Each conversion shall be deemed to have been effected with respect to a Note (or portion thereof) on the Conversion Date, and the Person in whose name any certificate or certificates for ADSs are issuable upon such conversion shall be deemed to have become on said date the holder of record of the ADSs represented thereby. Any such surrender on any date when the Issuer’s stock transfer books are closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Rate in effect on the date upon which such Note is surrendered. Prior to such conversion, the undersigned will have no rights derived from, or in connection with, the ADSs issuable upon conversion. Please provide the information requested below, as applicable:

Form of Conversion Notice. RESTRICTED NOTES The Bank of New York Mellon 000 Xxxxxxx Xxxxxx – 4E New York, NY 10286 Attention: Global Finance Americas Re: 3.254.875% Convertible Subordinated Notes due 2016 2015 (the “Notes”) of CEMEX, S.A.B. de C.V. (the “Issuer”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of March 1530, 2011 2010 (as amended and supplemented from time to time, the “Indenture”), among the Issuer, The Bank of New York Mellon, as Trustee, and The Bank of New York Xxxxxx, X.X., Institución de Banca Múltiple. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. The undersigned, owner of the aggregate amount of Notes specified below, hereby irrevocably exercises the option to convert such Notes, or a portion thereof herein designated (which is U.S.$1,000 or an integral multiple thereof and provided that if only a portion is converted that the portion not so converted is in a minimum principal amount of U.S.$100,000)), into Ordinary Shares of the Issuer deliverable only in the form of ADSs in accordance with the terms of the Indenture, and directs that the ADSs issuable and deliverable upon the conversion and any Notes representing any unconverted principal amount, be issued and delivered in book-entry form through the facilities of DTC, for credit to the account of the Person indicated below, unless restricted ADSs are to be issued and delivered in the event of any conversion of Notes (x) within 12 months after the date of issuance of the Notes, or (y) by any person that is an Affiliate of the Issuer. Restricted ADSs are not eligible for delivery in book-entry form through the facilities of DTC but instead will be issued and delivered as uncertificated ADSs registered in the name of the owner on the books of Citibank, N.A., the ADS Depositary. If ADSs or any portion of the Notes not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer Taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of Interest and Taxes accompanies this notice of conversion. The undersigned represents that, as of the date hereof, it has not delivered a purchase notice as described under the Indenture with respect to its Notes. The undersigned understands that, upon conversion of Notes, freely transferable ADSs will be delivered only if (i) the Notes are being converted upon the expiration of twelve months after their date of issuance, and (ii) the converting Note holder is not an Affiliate of the Issuer. No ADSs will be delivered on conversion until any amount payable by the undersigned on account of Interest is paid, any certificates evidencing specified Notes not held in book-entry form are duly endorsed or assigned to the Issuer or in blank and surrendered and any Taxes or other charges or documents required in connection with the transfer on conversion, and any other required items, are delivered to the Conversion Agent. Conversion of the specified number of Notes is subject to the requirements established by the Issuer and the ADSs depositary pursuant to the Indenture and the ADS Deposit Agreement, as well as to the procedures of DTC and Indeval, as in effect from time to time. Prior to such conversion, the undersigned will have no rights derived from, or in connection with, the ADSs issuable upon conversion. Please provide the information requested below, as applicable:

Form of Conversion Notice. RESTRICTED UNRESTRICTED NOTES The Bank of New York Mellon 000 101 Xxxxxxx Xxxxxx Street – 4E New York7W Xxx Xxxx, NY 10286 XX 00000 Attention: Global Finance Americas International Corporate Trust Re: 3.25% Convertible Subordinated Notes due 2016 2020 (the “Notes”) of CEMEX, S.A.B. de C.V. (the “Issuer”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of March 1513, 2011 2015 (as amended and supplemented from time to time, the “Indenture”), among the Issuer, The Bank of New York Mellon, as Trustee, Trustee and The Bank of New York Xxxxxx, X.X.CIBanco S.A., Institución de Banca Múltiple, as Mexican Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. The undersigned, registered owner of the aggregate amount of Notes specified below, hereby irrevocably exercises the option to convert such Notes, or a portion thereof herein designated (which is U.S.$1,000 or an integral multiple thereof and provided that if only a portion is converted that the portion not so converted is in a minimum principal amount of U.S.$100,000)U.S.$1,000), into Ordinary Shares of the Issuer deliverable only in the form of ADSs in accordance with the terms of the Indenture, and directs that the ADSs issuable and deliverable upon the conversion and any Notes representing any unconverted principal amount, be issued and delivered in book-entry form through the facilities of DTC, for credit to the account of the Person indicated below, unless restricted ADSs are to be issued and delivered in the event of any conversion of Notes (x) within 12 months after the date of issuance of the Notes, or (y) by any person that is an Affiliate of the Issuer. Restricted ADSs are not eligible for delivery in book-entry form through the facilities of DTC but instead will be issued and delivered as uncertificated ADSs registered in the a different name of the owner on the books of Citibank, N.A., the ADS Depositaryhas been indicated below. If ADSs or any portion of the Notes not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer Taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of Interest and Taxes accompanies this notice of conversion. The undersigned represents that, as of the date hereof, it has not delivered a purchase notice as described under the Indenture with respect to its Notes. The undersigned understands that, upon conversion of Notes, freely transferable acknowledges and agrees that no ADSs will be delivered only if (i) prior to the Notes are being converted upon effectiveness of any registration statement under the expiration of twelve months after their date of issuanceSecurities Act relating to the ADSs, unless the Conversion Agent receives a deposit certificate in the form provided under the ADS Deposit Agreement and (ii) the converting Note holder is not an Affiliate duly signed and completed on behalf of the Issuerapplicable beneficial owner. The forms of such certificates are available from the Conversion Agent. No ADSs will be delivered on conversion until any amount payable by the undersigned on account of Interest is paid, any certificates evidencing specified Notes not held in book-entry form are duly endorsed or assigned to the Issuer or in blank and surrendered and any Taxes or other charges or documents required in connection with the transfer on conversion, and any other required items, are delivered to the Conversion Agent. Conversion of the specified number of Notes is subject to the requirements established by the Issuer and the ADSs depositary pursuant to the Indenture and the ADS Deposit Agreement, as well as to the procedures of DTC and Indeval, as in effect from time to time. Each conversion shall be deemed to have been effected with respect to a Note (or portion thereof) on the Conversion Date, and the Person in whose name any certificate or certificates for ADSs are issuable upon such conversion shall be deemed to have become on said date the holder of record of the ADSs represented thereby. Any such surrender on any date when the Issuer’s stock transfer books are closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Rate in effect on the date upon which such Note is surrendered. Prior to such conversion, the undersigned will have no rights derived from, or in connection with, the ADSs issuable upon conversion. Please provide the information requested below, as applicable:

Form of Conversion Notice. RESTRICTED NOTES The Bank (To be executed by the Holder in order to convert all or part of New York Mellon 000 Xxxxxxx Xxxxxx – 4E New Yorkthat certain $27,500 Convertible Promissory Note identified as the Note) DATE: _______________________________________ FROM: Tangiers Global, NY 10286 Attention: Global Finance Americas LLC Re: 3.25% $27,500 Convertible Subordinated Notes due 2016 Promissory Note (this “Note“) originally issued by Signal Bay, Inc., a Colorado corporation, to Tangiers Global, LLC on March 21, 2016. The undersigned on behalf of Tangiers Global, LLC, hereby elects to convert $_______________________ of the aggregate outstanding Principal Sum (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.0001 par value per share, of Signal Bay, Inc. (the “Notes”) of CEMEXCompany“), S.A.B. de C.V. (the “Issuer”) Ladies and Gentlemen: Reference is hereby made according to the Indentureconditions hereof, dated as of March 15, 2011 (as amended and supplemented from time to time, the “Indenture”), among the Issuer, The Bank of New York Mellon, as Trustee, and The Bank of New York Xxxxxx, X.X., Institución de Banca Múltiple. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. The undersigned, owner of the aggregate amount of Notes specified below, hereby irrevocably exercises the option to convert such Notes, or a portion thereof herein designated (which is U.S.$1,000 or an integral multiple thereof and provided that if only a portion is converted that the portion not so converted is in a minimum principal amount of U.S.$100,000)), into Ordinary Shares of the Issuer deliverable only in the form of ADSs in accordance with the terms of the Indenture, and directs that the ADSs issuable and deliverable upon the conversion and any Notes representing any unconverted principal amount, be issued and delivered in book-entry form through the facilities of DTC, for credit to the account of the Person indicated below, unless restricted ADSs are to be issued and delivered in the event of any conversion of Notes (x) within 12 months after the date of issuance of the Notes, or (y) by any person that is an Affiliate of the Issuer. Restricted ADSs are not eligible for delivery in book-entry form through the facilities of DTC but instead will be issued and delivered as uncertificated ADSs registered in the name of the owner on the books of Citibank, N.A., the ADS Depositarywritten below. If ADSs or any portion of the Notes not converted shares are to be issued in the name of a Person person other than the undersigned, the undersigned will pay all transfer Taxes taxes payable with respect thereto. Any amount required to be paid thereto and is delivering herewith such certificates and opinions as reasonably requested by the undersigned on account of Interest and Taxes accompanies this notice of Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents that, as of the date hereof, it has not delivered a purchase notice as described under the Indenture with respect to its Notes. The undersigned understands hereof that, upon after giving effect to the conversion of Notes, freely transferable ADSs will be delivered only if (i) the Notes are being converted upon the expiration of twelve months after their date of issuance, and (ii) the converting this Note holder is not an Affiliate of the Issuer. No ADSs will be delivered on conversion until any amount payable by the undersigned on account of Interest is paid, any certificates evidencing specified Notes not held in book-entry form are duly endorsed or assigned to the Issuer or in blank and surrendered and any Taxes or other charges or documents required in connection with the transfer on conversion, and any other required items, are delivered to the Conversion Agent. Conversion of the specified number of Notes is subject to the requirements established by the Issuer and the ADSs depositary pursuant to the Indenture and the ADS Deposit Agreement, as well as to the procedures of DTC and Indeval, as in effect from time to time. Prior to such conversionthis Conversion Notice, the undersigned will have no rights derived fromnot exceed the “Restricted Ownership Percentage“ contained in this Note. Conversion information: Date to Effect Conversion Aggregate Principal Sum of Note Being Converted Aggregate Interest on Amount Being Converted Remaining Principal Balance Number of Shares of Common Stock to be Issued Applicable Conversion Price Signature Name Address EXHIBIT B WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF SIGNAL BAY, or in connection withINC. The undersigned, being directors of Signal Bay, Inc., a Colorado corporation (the ADSs issuable upon conversion. Please provide “Company“), acting pursuant to the information requested belowBylaws of the Corporation, as applicabledo hereby consent to, approve and adopt the following preamble and resolutions:

Form of Conversion Notice. RESTRICTED NOTES The Bank of New York Mellon 000 Xxxxxxx Xxxxxx – 4E New York(To be executed by the Holder in order to convert that certain $220,000 Convertible Promissory Note identified as the Note) DATE: ____________________________ FROM: Iconic Holdings, NY 10286 Attention: Global Finance Americas LLC Re: 3.25% $220,000 Convertible Subordinated Notes due 2016 Promissory Note (this “Note”) originally issued by Start Scientific, Inc., a Delaware corporation, to Iconic Holdings, LLC on March 6, 2015. The undersigned on behalf of Iconic Holdings, LLC, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.001 par value per share, of Start Scientific, Inc. (the “NotesCompany”) of CEMEX, S.A.B. de C.V. (the “Issuer”) Ladies and Gentlemen: Reference is hereby made according to the Indentureconditions hereof, dated as of March 15, 2011 (as amended and supplemented from time to time, the “Indenture”), among the Issuer, The Bank of New York Mellon, as Trustee, and The Bank of New York Xxxxxx, X.X., Institución de Banca Múltiple. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. The undersigned, owner of the aggregate amount of Notes specified below, hereby irrevocably exercises the option to convert such Notes, or a portion thereof herein designated (which is U.S.$1,000 or an integral multiple thereof and provided that if only a portion is converted that the portion not so converted is in a minimum principal amount of U.S.$100,000)), into Ordinary Shares of the Issuer deliverable only in the form of ADSs in accordance with the terms of the Indenture, and directs that the ADSs issuable and deliverable upon the conversion and any Notes representing any unconverted principal amount, be issued and delivered in book-entry form through the facilities of DTC, for credit to the account of the Person indicated below, unless restricted ADSs are to be issued and delivered in the event of any conversion of Notes (x) within 12 months after the date of issuance of the Notes, or (y) by any person that is an Affiliate of the Issuer. Restricted ADSs are not eligible for delivery in book-entry form through the facilities of DTC but instead will be issued and delivered as uncertificated ADSs registered in the name of the owner on the books of Citibank, N.A., the ADS Depositarywritten below. If ADSs or any portion of the Notes not converted shares are to be issued in the name of a Person person other than the undersigned, the undersigned will pay all transfer Taxes taxes payable with respect thereto. Any amount required to be paid thereto and is delivering herewith such certificates and opinions as reasonably requested by the undersigned on account of Interest and Taxes accompanies this notice of Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents that, as of the date hereof, it has not delivered a purchase notice as described under the Indenture with respect to its Notes. The undersigned understands hereof that, upon after giving effect to the conversion of Notes, freely transferable ADSs will be delivered only if (i) the Notes are being converted upon the expiration of twelve months after their date of issuance, and (ii) the converting this Note holder is not an Affiliate of the Issuer. No ADSs will be delivered on conversion until any amount payable by the undersigned on account of Interest is paid, any certificates evidencing specified Notes not held in book-entry form are duly endorsed or assigned to the Issuer or in blank and surrendered and any Taxes or other charges or documents required in connection with the transfer on conversion, and any other required items, are delivered to the Conversion Agent. Conversion of the specified number of Notes is subject to the requirements established by the Issuer and the ADSs depositary pursuant to the Indenture and the ADS Deposit Agreement, as well as to the procedures of DTC and Indeval, as in effect from time to time. Prior to such conversionthis Conversion Notice, the undersigned will have no rights derived from, or not exceed the “Restricted Ownership Percentage” contained in connection with, the ADSs issuable upon conversionthis Note. Please provide the information requested below, as applicable:Conversion information: Date to Effect Conversion Aggregate Principal Amount of Note Being Converted Aggregate Interest on Amount Being Converted Remaining Principal Balance Number of Shares of Common Stock to be Issued Applicable Conversion Price Signature Name Address

Form of Conversion Notice. RESTRICTED NOTES The Bank (To be executed by the Holder in order to convert all or part of New York Mellon 000 Xxxxxxx Xxxxxx – 4E New Yorkthat certain $153,300 Convertible Promissory Note identified as the Note) DATE: FROM: Tangiers Global, NY 10286 Attention: Global Finance Americas LLC Re: 3.25% $153,300 Convertible Subordinated Notes due 2016 Promissory Note (this “Note”) originally issued by Signal Bay, Inc., a Colorado corporation, to Tangiers Global, LLC on May 19, 2016. The undersigned on behalf of Tangiers Global, LLC, hereby elects to convert $_______________________ of the aggregate outstanding Principal Sum (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.0001 par value per share, of Signal Bay, Inc. (the “Notes”) of CEMEX, S.A.B. de C.V. (the “Issuer”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of March 15, 2011 (as amended and supplemented from time to time, the “IndentureCompany”), among according to the Issuer, The Bank of New York Mellonconditions hereof, as Trustee, and The Bank of New York Xxxxxx, X.X., Institución de Banca Múltiple. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. The undersigned, owner of the aggregate amount of Notes specified date written below, hereby irrevocably exercises the option to convert such Notes, or a portion thereof herein designated (which is U.S.$1,000 or an integral multiple thereof and provided that if only a portion is converted that the portion not so converted is in a minimum principal amount of U.S.$100,000)), into Ordinary Shares of the Issuer deliverable only in the form of ADSs in accordance with the terms of the Indenture, and directs that the ADSs issuable and deliverable upon the conversion and any Notes representing any unconverted principal amount, be issued and delivered in book-entry form through the facilities of DTC, for credit to the account of the Person indicated below, unless restricted ADSs are to be issued and delivered in the event of any conversion of Notes (x) within 12 months after the date of issuance of the Notes, or (y) by any person that is an Affiliate of the Issuer. Restricted ADSs are not eligible for delivery in book-entry form through the facilities of DTC but instead will be issued and delivered as uncertificated ADSs registered in the name of the owner on the books of Citibank, N.A., the ADS Depositary. If ADSs or any portion of the Notes not converted shares are to be issued in the name of a Person person other than the undersigned, the undersigned will pay all transfer Taxes taxes payable with respect thereto. Any amount required to be paid thereto and is delivering herewith such certificates and opinions as reasonably requested by the undersigned on account of Interest and Taxes accompanies this notice of Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents that, as of the date hereof, it has not delivered a purchase notice as described under the Indenture with respect to its Notes. The undersigned understands hereof that, upon after giving effect to the conversion of Notes, freely transferable ADSs will be delivered only if (i) the Notes are being converted upon the expiration of twelve months after their date of issuance, and (ii) the converting this Note holder is not an Affiliate of the Issuer. No ADSs will be delivered on conversion until any amount payable by the undersigned on account of Interest is paid, any certificates evidencing specified Notes not held in book-entry form are duly endorsed or assigned to the Issuer or in blank and surrendered and any Taxes or other charges or documents required in connection with the transfer on conversion, and any other required items, are delivered to the Conversion Agent. Conversion of the specified number of Notes is subject to the requirements established by the Issuer and the ADSs depositary pursuant to the Indenture and the ADS Deposit Agreement, as well as to the procedures of DTC and Indeval, as in effect from time to time. Prior to such conversionthis Conversion Notice, the undersigned will have no rights derived fromnot exceed the “Restricted Ownership Percentage” contained in this Note. Conversion information: Date to Effect Conversion Aggregate Principal Sum of Note Being Converted Aggregate Interest/Fees Being Converted Remaining Principal Balance Number of Shares of Common Stock to be Issued Applicable Conversion Price Signature Name Address EXHIBIT B WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF SIGNAL BAY, or in connection withINC. The undersigned, being directors of Signal Bay, Inc., a Colorado corporation (the ADSs issuable upon conversion. Please provide “Company”), acting pursuant to the information requested belowBylaws of the Corporation, as applicabledo hereby consent to, approve and adopt the following preamble and resolutions:

Form of Conversion Notice. RESTRICTED NOTES The Bank of New York Mellon 000 Xxxxxxx Xxxxxx – 4E New York(To be executed by the Holder in order to convert that certain $15,000 Convertible Promissory Note identified as the Note) DATE: ____________________________ FROM: Tangiers Investors, NY 10286 Attention: Global Finance Americas LP Re: 3.25% Convertible Subordinated Notes due 2016 $15,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on May 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.00001 par value per share, of FROZEN FOOD GIFT GROUP, INC. (the “NotesCompany”) of CEMEX, S.A.B. de C.V. (the “Issuer”) Ladies and Gentlemen: Reference is hereby made according to the Indentureconditions hereof, dated as of March 15, 2011 (as amended and supplemented from time to time, the “Indenture”), among the Issuer, The Bank of New York Mellon, as Trustee, and The Bank of New York Xxxxxx, X.X., Institución de Banca Múltiple. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. The undersigned, owner of the aggregate amount of Notes specified below, hereby irrevocably exercises the option to convert such Notes, or a portion thereof herein designated (which is U.S.$1,000 or an integral multiple thereof and provided that if only a portion is converted that the portion not so converted is in a minimum principal amount of U.S.$100,000)), into Ordinary Shares of the Issuer deliverable only in the form of ADSs in accordance with the terms of the Indenture, and directs that the ADSs issuable and deliverable upon the conversion and any Notes representing any unconverted principal amount, be issued and delivered in book-entry form through the facilities of DTC, for credit to the account of the Person indicated below, unless restricted ADSs are to be issued and delivered in the event of any conversion of Notes (x) within 12 months after the date of issuance of the Notes, or (y) by any person that is an Affiliate of the Issuer. Restricted ADSs are not eligible for delivery in book-entry form through the facilities of DTC but instead will be issued and delivered as uncertificated ADSs registered in the name of the owner on the books of Citibank, N.A., the ADS Depositarywritten below. If ADSs or any portion of the Notes not converted shares are to be issued in the name of a Person person other than the undersigned, the undersigned will pay all transfer Taxes taxes payable with respect thereto. Any amount required to be paid thereto and is delivering herewith such certificates and opinions as reasonably requested by the undersigned on account of Interest and Taxes accompanies this notice of Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents that, as of the date hereof, it has not delivered a purchase notice as described under the Indenture with respect to its Notes. The undersigned understands hereof that, upon after giving effect to the conversion of Notes, freely transferable ADSs will be delivered only if (i) the Notes are being converted upon the expiration of twelve months after their date of issuance, and (ii) the converting this Note holder is not an Affiliate of the Issuer. No ADSs will be delivered on conversion until any amount payable by the undersigned on account of Interest is paid, any certificates evidencing specified Notes not held in book-entry form are duly endorsed or assigned to the Issuer or in blank and surrendered and any Taxes or other charges or documents required in connection with the transfer on conversion, and any other required items, are delivered to the Conversion Agent. Conversion of the specified number of Notes is subject to the requirements established by the Issuer and the ADSs depositary pursuant to the Indenture and the ADS Deposit Agreement, as well as to the procedures of DTC and Indeval, as in effect from time to time. Prior to such conversionthis Conversion Notice, the undersigned will have no rights derived fromnot exceed the “Restricted Ownership Percentage” contained in this Note. Conversion information: Date to Effect Conversion Aggregate Principal Amount of Note Being Converted Aggregate Interest on Amount Being Converted Number of Shares of Common Stock to be Issued Applicable Conversion Price Signature Name Address Convertible Note Frozen Food Gift Group, or in connection withInc. Tangiers Investors, the ADSs issuable upon conversion. Please provide the information requested below, as applicable:LP

Form of Conversion Notice. RESTRICTED NOTES The Bank of New York Mellon 000 Xxxxxxx Xxxxxx – 4E New York(To be executed by the Holder in order to convert that certain $220,000 Convertible Promissory Note identified as the Note) DATE: FROM: Tangiers Investment Group, NY 10286 Attention: Global Finance Americas LLC Re: 3.25% $220,000 Convertible Subordinated Notes due 2016 Promissory Note (this “Note”) originally issued by Stragenics, Inc., a Florida corporation, to Tangiers Investment Group, LLC on December 16, 2014. The undersigned on behalf of Tangiers Investment Group, LLC, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $.0001 par value per share, of Stragenics Inc. (the “NotesCompany”) of CEMEX, S.A.B. de C.V. (the “Issuer”) Ladies and Gentlemen: Reference is hereby made according to the Indentureconditions hereof, dated as of March 15, 2011 (as amended and supplemented from time to time, the “Indenture”), among the Issuer, The Bank of New York Mellon, as Trustee, and The Bank of New York Xxxxxx, X.X., Institución de Banca Múltiple. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. The undersigned, owner of the aggregate amount of Notes specified below, hereby irrevocably exercises the option to convert such Notes, or a portion thereof herein designated (which is U.S.$1,000 or an integral multiple thereof and provided that if only a portion is converted that the portion not so converted is in a minimum principal amount of U.S.$100,000)), into Ordinary Shares of the Issuer deliverable only in the form of ADSs in accordance with the terms of the Indenture, and directs that the ADSs issuable and deliverable upon the conversion and any Notes representing any unconverted principal amount, be issued and delivered in book-entry form through the facilities of DTC, for credit to the account of the Person indicated below, unless restricted ADSs are to be issued and delivered in the event of any conversion of Notes (x) within 12 months after the date of issuance of the Notes, or (y) by any person that is an Affiliate of the Issuer. Restricted ADSs are not eligible for delivery in book-entry form through the facilities of DTC but instead will be issued and delivered as uncertificated ADSs registered in the name of the owner on the books of Citibank, N.A., the ADS Depositarywritten below. If ADSs or any portion of the Notes not converted shares are to be issued in the name of a Person person other than the undersigned, the undersigned will pay all transfer Taxes taxes payable with respect thereto. Any amount required to be paid thereto and is delivering herewith such certificates and opinions as reasonably requested by the undersigned on account of Interest and Taxes accompanies this notice of Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents that, as of the date hereof, it has not delivered a purchase notice as described under the Indenture with respect to its Notes. The undersigned understands hereof that, upon after giving effect to the conversion of Notes, freely transferable ADSs will be delivered only if (i) the Notes are being converted upon the expiration of twelve months after their date of issuance, and (ii) the converting this Note holder is not an Affiliate of the Issuer. No ADSs will be delivered on conversion until any amount payable by the undersigned on account of Interest is paid, any certificates evidencing specified Notes not held in book-entry form are duly endorsed or assigned to the Issuer or in blank and surrendered and any Taxes or other charges or documents required in connection with the transfer on conversion, and any other required items, are delivered to the Conversion Agent. Conversion of the specified number of Notes is subject to the requirements established by the Issuer and the ADSs depositary pursuant to the Indenture and the ADS Deposit Agreement, as well as to the procedures of DTC and Indeval, as in effect from time to time. Prior to such conversionthis Conversion Notice, the undersigned will have no rights derived fromnot exceed the “Restricted Ownership Percentage” contained in this Note. Conversion information: Date to Effect Conversion Aggregate Principal Amount of Note Being Converted Aggregate Interest on Amount Being Converted Number of Shares of Common Stock to be Issued Applicable Conversion Price Signature Name Address $220,000 Convertible Note Stragenics, or in connection withInc. Tangiers Investment Group, the ADSs issuable upon conversion. Please provide the information requested below, as applicable:LLC

Form of Conversion Notice. RESTRICTED NOTES The Bank (To be executed by the Holder in order to convert all or part of New York Mellon 000 Xxxxxxx Xxxxxx – 4E New Yorkthat certain $357,500 Fixed Convertible Promissory Note identified as the Note) DATE: ____________________________ FROM: Iconic Holdings, NY 10286 Attention: Global Finance Americas LLC Re: 3.25% $357,500 Fixed Convertible Subordinated Notes due 2016 Promissory Note (the this “NotesNote”) of CEMEXoriginally issued by HealthLynked Corp., S.A.B. de C.V. (the “Issuer”) Ladies and Gentlemen: Reference is hereby made a Nevada corporation, to the IndentureIconic Holdings, dated as of March LLC on April 15, 2011 (as amended and supplemented from time to time, the “Indenture”), among the Issuer, The Bank of New York Mellon, as Trustee, and The Bank of New York Xxxxxx, X.X., Institución de Banca Múltiple. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture2019. The undersigned, owner on behalf of Iconic Holdings, LLC, hereby elects to convert $_______________________ of the aggregate amount outstanding Principal Amount (as defined in the Note) indicated below of Notes specified belowthis Note into shares of Common Stock, hereby irrevocably exercises $0.0001 par value per share, of HealthLynked Corp. (the option to convert such Notes, or a portion thereof herein designated (which is U.S.$1,000 or an integral multiple thereof and provided that if only a portion is converted that the portion not so converted is in a minimum principal amount of U.S.$100,000)“Company”), into Ordinary Shares according to the conditions hereof, as of the Issuer deliverable only in the form of ADSs in accordance with the terms of the Indenture, and directs that the ADSs issuable and deliverable upon the conversion and any Notes representing any unconverted principal amount, be issued and delivered in book-entry form through the facilities of DTC, for credit to the account of the Person indicated date written below, unless restricted ADSs are to be issued and delivered in the event of any conversion of Notes (x) within 12 months after the date of issuance of the Notes, or (y) by any person that is an Affiliate of the Issuer. Restricted ADSs are not eligible for delivery in book-entry form through the facilities of DTC but instead will be issued and delivered as uncertificated ADSs registered in the name of the owner on the books of Citibank, N.A., the ADS Depositary. If ADSs or any portion of the Notes not converted shares are to be issued in the name of a Person person other than the undersigned, the undersigned will pay all transfer Taxes taxes payable with respect thereto. Any amount required to be paid thereto and is delivering herewith such certificates and opinions as reasonably requested by the undersigned on account of Interest and Taxes accompanies this notice of Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents that, as of the date hereof, it has not delivered a purchase notice as described under the Indenture with respect to its Notes. The undersigned understands hereof that, upon after giving effect to the conversion of Notes, freely transferable ADSs will be delivered only if (i) the Notes are being converted upon the expiration of twelve months after their date of issuance, and (ii) the converting this Note holder is not an Affiliate of the Issuer. No ADSs will be delivered on conversion until any amount payable by the undersigned on account of Interest is paid, any certificates evidencing specified Notes not held in book-entry form are duly endorsed or assigned to the Issuer or in blank and surrendered and any Taxes or other charges or documents required in connection with the transfer on conversion, and any other required items, are delivered to the Conversion Agent. Conversion of the specified number of Notes is subject to the requirements established by the Issuer and the ADSs depositary pursuant to the Indenture and the ADS Deposit Agreement, as well as to the procedures of DTC and Indeval, as in effect from time to time. Prior to such conversionthis Conversion Notice, the undersigned will have no rights derived fromnot exceed the “Restricted Ownership Percentage” contained in this Note. Conversion information: Date to Effect Conversion Aggregate Principal Sum of Note Being Converted Aggregate Interest/Fees of Principal Amount Being Converted Remaining Principal Balance Number of Shares of Common Stock to be Issued Applicable Conversion Price Signature Name Address EXHIBIT B WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF HEALTHLYNKED CORP. The undersigned, or in connection withbeing directors of HealthLynked Corp., a Nevada corporation (the ADSs issuable upon conversion. Please provide “Company”), acting pursuant to the information requested belowBylaws of the Corporation, as applicabledo hereby consent to, approve and adopt the following preamble and resolutions:

Form of Conversion Notice. RESTRICTED NOTES The Bank of New York Mellon 000 101 Xxxxxxx Xxxxxx Street – 4E New York7W Xxx Xxxx, NY 10286 XX 00000 Attention: Global Finance Americas International Corporate Trust Re: 3.25% Convertible Subordinated Notes due 2016 2020 (the “Notes”) of CEMEX, S.A.B. de C.V. (the “Issuer”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of March 1513, 2011 2015 (as amended and supplemented from time to time, the “Indenture”), among the Issuer, The Bank of New York Mellon, as Trustee, and The Bank of New York Xxxxxx, X.X.CIBanco S.A., Institución de Banca Múltiple, as Mexican Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. The undersigned, owner of the aggregate amount of Notes specified below, hereby irrevocably exercises the option to convert such Notes, or a portion thereof herein designated (which is U.S.$1,000 or an integral multiple thereof and provided that if only a portion is converted that the portion not so converted is in a minimum principal amount of U.S.$100,000U.S.$1,000)), into Ordinary Shares of the Issuer deliverable only in the form of ADSs in accordance with the terms of the Indenture, and directs that the ADSs issuable and deliverable upon the conversion and any Notes representing any unconverted principal amount, be issued and delivered in book-entry form through the facilities of DTC, for credit to the account of the Person indicated below, unless restricted ADSs are to be issued and delivered in the event of any conversion of Notes (x) within 12 months after the date of issuance of the Notes, or (y) by any person that is an Affiliate of the Issuer. Restricted ADSs are not eligible for delivery in book-entry form through the facilities of DTC but instead will be issued and delivered as uncertificated ADSs registered in the name of the owner on the books of Citibank, N.A., the ADS Depositary. If ADSs or any portion of the Notes not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer Taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of Interest and Taxes accompanies this notice of conversion. The undersigned represents that, as of the date hereof, it has not delivered a purchase notice as described under the Indenture with respect to its Notes. The undersigned understands that, upon conversion of Notes, freely transferable ADSs will be delivered only if (i) the Notes are being converted upon the expiration of twelve months after their date of issuance, and (ii) the converting Note holder is not an Affiliate of the Issuer. No ADSs will be delivered on conversion until any amount payable by the undersigned on account of Interest is paid, any certificates evidencing specified Notes not held in book-entry form are duly endorsed or assigned to the Issuer or in blank and surrendered and any Taxes or other charges or documents required in connection with the transfer on conversion, and any other required items, are delivered to the Conversion Agent. Conversion of the specified number of Notes is subject to the requirements established by the Issuer and the ADSs depositary Depositary pursuant to the Indenture and the ADS Deposit Agreement, as well as to the procedures of DTC and Indeval, as in effect from time to time. Prior to such conversion, the undersigned will have no rights derived from, or in connection with, the ADSs issuable upon conversion. Please provide the information requested below, as applicable:

Form of Conversion Notice. RESTRICTED UNRESTRICTED NOTES The Bank of New York Mellon 000 Xxxxxxx Xxxxxx – 4E New York, NY 10286 Attention: Global Finance Americas Re: 3.25% Convertible Subordinated Notes due 2016 (the “Notes”) of CEMEX, S.A.B. de C.V. (the “Issuer”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of March 15, 2011 (as amended and supplemented from time to time, the “Indenture”), among the Issuer, The Bank of New York Mellon, as Trustee, Trustee and The Bank of New York Xxxxxx, X.X., Institución de Banca Múltiple. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. The undersigned, registered owner of the aggregate amount of Notes specified below, hereby irrevocably exercises the option to convert such Notes, or a portion thereof herein designated (which is U.S.$1,000 or an integral multiple thereof and provided that if only a portion is converted that the portion not so converted is in a minimum principal amount of U.S.$100,000)), into Ordinary Shares of the Issuer deliverable only in the form of ADSs in accordance with the terms of the Indenture, and directs that the ADSs issuable and deliverable upon the conversion and any Notes representing any unconverted principal amount, be issued and delivered in book-entry form through the facilities of DTC, for credit to the account of the Person indicated below, unless restricted ADSs are to be issued and delivered in the event of any conversion of Notes (x) within 12 months after the date of issuance of the Notes, or (y) by any person that is an Affiliate of the Issuer. Restricted ADSs are not eligible for delivery in book-entry form through the facilities of DTC but instead will be issued and delivered as uncertificated ADSs registered in the a different name of the owner on the books of Citibank, N.A., the ADS Depositaryhas been indicated below. If ADSs or any portion of the Notes not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer Taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of Interest and Taxes accompanies this notice of conversion. The undersigned represents that, as of the date hereof, it has not delivered a purchase notice as described under the Indenture with respect to its Notes. The undersigned understands that, upon conversion of Notes, freely transferable acknowledges and agrees that no ADSs will be delivered only if (i) prior to the Notes are being converted upon effectiveness of any registration statement under the expiration of twelve months after their date of issuanceSecurities Act relating to the ADSs, unless the Conversion Agent receives a deposit certificate in the form provided under the ADS Deposit Agreement and (ii) the converting Note holder is not an Affiliate duly signed and completed on behalf of the Issuerapplicable beneficial owner. The forms of such certificates are available from the Conversion Agent. No ADSs will be delivered on conversion until any amount payable by the undersigned on account of Interest is paid, any certificates evidencing specified Notes not held in book-entry form are duly endorsed or assigned to the Issuer or in blank and surrendered and any Taxes or other charges or documents required in connection with the transfer on conversion, and any other required items, are delivered to the Conversion Agent. Conversion of the specified number of Notes is subject to the requirements established by the Issuer and the ADSs depositary pursuant to the Indenture and the ADS Deposit Agreement, as well as to the procedures of DTC and Indeval, as in effect from time to time. Each conversion shall be deemed to have been effected with respect to a Note (or portion thereof) on the Conversion Date, and the Person in whose name any certificate or certificates for ADSs are issuable upon such conversion shall be deemed to have become on said date the holder of record of the ADSs represented thereby. Any such surrender on any date when the Issuer’s stock transfer books are closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Rate in effect on the date upon which such Note is surrendered. Prior to such conversion, the undersigned will have no rights derived from, or in connection with, the ADSs issuable upon conversion. Please provide the information requested below, as applicable:

Form of Conversion Notice. RESTRICTED NOTES The Bank of New York Mellon 000 Xxxxxxx Xxxxxx – 4E New York(To be executed by the Holder in order to convert that certain $110,000 Convertible Promissory Note identified as the Note) DATE: ______________________________________ FROM: Iconic Holdings, NY 10286 Attention: Global Finance Americas LLC Re: 3.25% $110,000 Convertible Subordinated Notes due 2016 Promissory Note (this “Note”) originally issued by CODESMART HOLDINGS, INC., a Florida corporation, to Iconic Holdings, LLC on January __, 2014. The undersigned on behalf of Iconic Holdings, LLC, hereby elects to convert $ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.0001 par value per share, of CODESMART HOLDINGS, INC. (the “NotesCompany”) of CEMEX, S.A.B. de C.V. (the “Issuer”) Ladies and Gentlemen: Reference is hereby made according to the Indentureconditions hereof, dated as of March 15, 2011 (as amended and supplemented from time to time, the “Indenture”), among the Issuer, The Bank of New York Mellon, as Trustee, and The Bank of New York Xxxxxx, X.X., Institución de Banca Múltiple. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. The undersigned, owner of the aggregate amount of Notes specified below, hereby irrevocably exercises the option to convert such Notes, or a portion thereof herein designated (which is U.S.$1,000 or an integral multiple thereof and provided that if only a portion is converted that the portion not so converted is in a minimum principal amount of U.S.$100,000)), into Ordinary Shares of the Issuer deliverable only in the form of ADSs in accordance with the terms of the Indenture, and directs that the ADSs issuable and deliverable upon the conversion and any Notes representing any unconverted principal amount, be issued and delivered in book-entry form through the facilities of DTC, for credit to the account of the Person indicated below, unless restricted ADSs are to be issued and delivered in the event of any conversion of Notes (x) within 12 months after the date of issuance of the Notes, or (y) by any person that is an Affiliate of the Issuer. Restricted ADSs are not eligible for delivery in book-entry form through the facilities of DTC but instead will be issued and delivered as uncertificated ADSs registered in the name of the owner on the books of Citibank, N.A., the ADS Depositarywritten below. If ADSs or any portion of the Notes not converted shares are to be issued in the name of a Person person other than the undersigned, the undersigned will pay all transfer Taxes taxes payable with respect thereto. Any amount required to be paid thereto and is delivering herewith such certificates and opinions as reasonably requested by the undersigned on account of Interest and Taxes accompanies this notice of Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents that, as of the date hereof, it has not delivered a purchase notice as described under the Indenture with respect to its Notes. The undersigned understands hereof that, upon after giving effect to the conversion of Notes, freely transferable ADSs will be delivered only if (i) the Notes are being converted upon the expiration of twelve months after their date of issuance, and (ii) the converting this Note holder is not an Affiliate of the Issuer. No ADSs will be delivered on conversion until any amount payable by the undersigned on account of Interest is paid, any certificates evidencing specified Notes not held in book-entry form are duly endorsed or assigned to the Issuer or in blank and surrendered and any Taxes or other charges or documents required in connection with the transfer on conversion, and any other required items, are delivered to the Conversion Agent. Conversion of the specified number of Notes is subject to the requirements established by the Issuer and the ADSs depositary pursuant to the Indenture and the ADS Deposit Agreement, as well as to the procedures of DTC and Indeval, as in effect from time to time. Prior to such conversionthis Conversion Notice, the undersigned will have no rights derived fromnot exceed the “Restricted Ownership Percentage” contained in this Note. Conversion information: Date to Effect Conversion Aggregate Principal Amount of Note Being Converted Aggregate Interest on Amount Being Converted Number of Shares of Common Stock to be Issued Applicable Conversion Price Signature Name Address $110,000.00 Convertible Note CodeSmart Holdings, or in connection withInc. Iconic Holdings, the ADSs issuable upon conversion. Please provide the information requested below, as applicable:LLC

Form of Conversion Notice. RESTRICTED NOTES The Bank (To be executed by the Holder in order to convert all or part of New York Mellon 000 Xxxxxxx Xxxxxx – 4E New Yorkthat certain $50,000 Convertible Promissory Note identified as the Note) DATE: FROM: Iconic Holdings, NY 10286 Attention: Global Finance Americas Re: 3.25% Convertible Subordinated Notes due 2016 LLC (the “NotesHolder”) Re: $50,000 Convertible Promissory Note (this “Note”) originally issued by High Performance Beverages Co., a Nevada corporation, to Iconic Holdings, LLC on August 16, 2016. The undersigned on behalf of CEMEXIconic Holdings, S.A.B. de C.V. LLC, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.001 par value per share, of High Performance Beverages Co. (the “Issuer”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of March 15, 2011 (as amended and supplemented from time to time, the “IndentureCompany”), among according to the Issuer, The Bank of New York Mellonconditions hereof, as Trustee, and The Bank of New York Xxxxxx, X.X., Institución de Banca Múltiple. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. The undersigned, owner of the aggregate amount of Notes specified date written below, hereby irrevocably exercises the option to convert such Notes, or a portion thereof herein designated (which is U.S.$1,000 or an integral multiple thereof and provided that if only a portion is converted that the portion not so converted is in a minimum principal amount of U.S.$100,000)), into Ordinary Shares of the Issuer deliverable only in the form of ADSs in accordance with the terms of the Indenture, and directs that the ADSs issuable and deliverable upon the conversion and any Notes representing any unconverted principal amount, be issued and delivered in book-entry form through the facilities of DTC, for credit to the account of the Person indicated below, unless restricted ADSs are to be issued and delivered in the event of any conversion of Notes (x) within 12 months after the date of issuance of the Notes, or (y) by any person that is an Affiliate of the Issuer. Restricted ADSs are not eligible for delivery in book-entry form through the facilities of DTC but instead will be issued and delivered as uncertificated ADSs registered in the name of the owner on the books of Citibank, N.A., the ADS Depositary. If ADSs or any portion of the Notes not converted shares are to be issued in the name of a Person person other than the undersigned, the undersigned will pay all transfer Taxes taxes payable with respect thereto. Any amount required to be paid thereto and is delivering herewith such certificates and opinions as reasonably requested by the undersigned on account of Interest and Taxes accompanies this notice of Company in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any. The undersigned represents that, as of the date hereof, it has not delivered a purchase notice as described under the Indenture with respect to its Notes. The undersigned understands hereof that, upon after giving effect to the conversion of Notes, freely transferable ADSs will be delivered only if (i) the Notes are being converted upon the expiration of twelve months after their date of issuance, and (ii) the converting this Note holder is not an Affiliate of the Issuer. No ADSs will be delivered on conversion until any amount payable by the undersigned on account of Interest is paid, any certificates evidencing specified Notes not held in book-entry form are duly endorsed or assigned to the Issuer or in blank and surrendered and any Taxes or other charges or documents required in connection with the transfer on conversion, and any other required items, are delivered to the Conversion Agent. Conversion of the specified number of Notes is subject to the requirements established by the Issuer and the ADSs depositary pursuant to the Indenture and the ADS Deposit Agreement, as well as to the procedures of DTC and Indeval, as in effect from time to time. Prior to such conversionthis Conversion Notice, the undersigned will have no rights derived fromnot exceed the “Restricted Ownership Percentage” contained in this Note. Conversion information: Date to Effect Conversion Aggregate Principal Sum of Note Being Converted Aggregate Interest/ Fee of Principal Amount Being Converted Remaining Principal Balance Number of Shares of Common Stock to be Issued Applicable Conversion Price Signature Name Address EXHIBIT B WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF HIGH PERFORMANCE BEVERAGES CO. The undersigned, or in connection withbeing directors of High Performance Beverages Co., a Nevada corporation (the ADSs issuable upon conversion. Please provide “Company”), acting pursuant to the information requested belowBylaws of the Corporation, as applicabledo hereby consent to, approve and adopt the following preamble and resolutions:

Form of Conversion Notice. RESTRICTED NOTES The Bank TO: Computershare Trust Company of New York Mellon Canada Corporate Trust Officer - Corporate Trust Department 0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx Xxxxxxxx, Xxxxxx – 4E New York, NY 10286 X0X 0X0 Attention: Global Finance Americas ReXxxxxxxx Xxxxxxx Facsimile No.: 3.25% Convertible Subordinated Notes due 2016 (000) 000-0000 Note: All capitalized terms used herein have the “Notes”) of CEMEXmeaning ascribed thereto in the Indenture mentioned below, S.A.B. de C.V. (the “Issuer”) Ladies and Gentlemen: Reference unless otherwise indicated. Notice is hereby made given pursuant to section 5.1 of the Indenture, Indenture dated as of March 15November 13, 2011 2013 (as amended and supplemented from time to time, the “Indenture”), among ) made between the Issuer, The Bank the Guarantors and Computershare Trust Company of New York MellonCanada, as trustee (the “Trustee”) that the undersigned registered holder of 6% Convertible Unsecured Debentures due November 13, and The Bank 2020 bearing Certificate No. <*> irrevocably elects to convert such Debentures to Common Shares on the date of New York Xxxxxx, X.X., Institución de Banca Múltiple. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. The undersigned, owner of the aggregate amount of Notes conversion specified below, hereby irrevocably exercises the option to convert such Notes, or a portion thereof herein designated (which is U.S.$1,000 or an integral multiple thereof and provided that if only a portion is converted that the portion not so converted is in a minimum principal amount of U.S.$100,000)), into Ordinary Shares of the Issuer deliverable only in the form of ADSs in accordance with the terms of the IndentureIndenture referred to in such Debenture and tenders herewith the Debenture, and directs that the ADSs Common Shares of the Issuer issuable and deliverable upon the such conversion and any Notes representing any unconverted principal amount, be issued and delivered in book-entry form through the facilities of DTC, for credit to the account of the Person indicated below, unless restricted ADSs are to be issued and delivered in the event of any conversion of Notes . (x) within 12 months after the date of issuance of the Notes, or (y) by any person that is an Affiliate of the Issuer. Restricted ADSs are not eligible for delivery in book-entry form through the facilities of DTC but instead will be issued and delivered as uncertificated ADSs registered in the name of the owner on the books of Citibank, N.A., the ADS Depositary. If ADSs or any portion of the Notes not converted Common Shares are to be issued in the name of a Person other than the Holder, all requisite transfer taxes must be tendered by the undersigned.) Dated: (Signature of Registered Holder) Date of conversion: (which date shall fall within a Permitted Conversion Period). * If less than the full principal amount of the Debenture, indicate in the space provided below the principal amount (which must be $1,000 or integral multiples thereof) to be converted. Principal amount to be converted $ (must be $1,000 or integral multiplies thereof) (Print name in which Common Shares are to be issued, delivered and registered) Name (Address, City, Province and Postal Code) Name of guarantor: Authorized signature: Note: If Common Shares are to be issued in the name of a Person other than the Holder, the undersigned will pay all transfer Taxes payable with respect theretosignature must be guaranteed by an authorized officer of a Canadian chartered bank or of a major Canadian trust company or by a medallion signature guarantee from a member of a recognized medallion signature guarantee program. Any amount required to be paid by the undersigned on account of Interest and Taxes accompanies this notice of conversion. The undersigned represents that, as of the date hereof, it has not delivered a purchase notice as described under the Indenture with respect to its Notes. The undersigned understands that, upon conversion of Notes, freely transferable ADSs will be delivered only if (i) the Notes are being converted upon the expiration of twelve months after their date of issuance, and (ii) the converting Note holder is not an Affiliate of the Issuer. No ADSs will be delivered on conversion until any amount payable by the undersigned on account of Interest is paid, any certificates evidencing specified Notes not held in book-entry form are duly endorsed or assigned to the Issuer or in blank and surrendered and any Taxes or other charges or documents required in connection with the transfer on conversion, and any other required items, are delivered to the Conversion Agent. Conversion of the specified number of Notes is subject to the requirements established by the Issuer and the ADSs depositary pursuant to the Indenture and the ADS Deposit Agreement, as well as to the procedures of DTC and Indeval, as in effect from time to time. Prior to such conversion, the undersigned will have no rights derived from, or in connection with, the ADSs issuable upon conversion. Please provide the information requested below, as applicable:SCHEDULE 5.4

Form of Conversion Notice. RESTRICTED NOTES The Bank of New York Mellon 000 Xxxxxxx Xxxxxx – 4E New York(To be executed by the Holder in order to convert that certain $220,000 Convertible Promissory Note identified as the Note) DATE: FROM: Tangiers Investment Group, NY 10286 Attention: Global Finance Americas LLC Re: 3.25% $220,000 Convertible Subordinated Notes due 2016 Promissory Note (this “Note”) originally issued by Global Digital Solutions, Inc., a New Jersey corporation, to Tangiers Investment Group, LLC on March 8, 2015. The undersigned on behalf of Tangiers Investment Group, LLC, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.001 par value per share, of Global Digital Solutions, Inc. (the “NotesCompany”) of CEMEX, S.A.B. de C.V. (the “Issuer”) Ladies and Gentlemen: Reference is hereby made according to the Indentureconditions hereof, dated as of March 15, 2011 (as amended and supplemented from time to time, the “Indenture”), among the Issuer, The Bank of New York Mellon, as Trustee, and The Bank of New York Xxxxxx, X.X., Institución de Banca Múltiple. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. The undersigned, owner of the aggregate amount of Notes specified below, hereby irrevocably exercises the option to convert such Notes, or a portion thereof herein designated (which is U.S.$1,000 or an integral multiple thereof and provided that if only a portion is converted that the portion not so converted is in a minimum principal amount of U.S.$100,000)), into Ordinary Shares of the Issuer deliverable only in the form of ADSs in accordance with the terms of the Indenture, and directs that the ADSs issuable and deliverable upon the conversion and any Notes representing any unconverted principal amount, be issued and delivered in book-entry form through the facilities of DTC, for credit to the account of the Person indicated below, unless restricted ADSs are to be issued and delivered in the event of any conversion of Notes (x) within 12 months after the date of issuance of the Notes, or (y) by any person that is an Affiliate of the Issuer. Restricted ADSs are not eligible for delivery in book-entry form through the facilities of DTC but instead will be issued and delivered as uncertificated ADSs registered in the name of the owner on the books of Citibank, N.A., the ADS Depositarywritten below. If ADSs or any portion of the Notes not converted shares are to be issued in the name of a Person person other than the undersigned, the undersigned will pay all transfer Taxes taxes payable with respect thereto. Any amount required to be paid thereto and is delivering herewith such certificates and opinions as reasonably requested by the undersigned on account of Interest and Taxes accompanies this notice of Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents that, as of the date hereof, it has not delivered a purchase notice as described under the Indenture with respect to its Notes. The undersigned understands hereof that, upon after giving effect to the conversion of Notes, freely transferable ADSs will be delivered only if (i) the Notes are being converted upon the expiration of twelve months after their date of issuance, and (ii) the converting this Note holder is not an Affiliate of the Issuer. No ADSs will be delivered on conversion until any amount payable by the undersigned on account of Interest is paid, any certificates evidencing specified Notes not held in book-entry form are duly endorsed or assigned to the Issuer or in blank and surrendered and any Taxes or other charges or documents required in connection with the transfer on conversion, and any other required items, are delivered to the Conversion Agent. Conversion of the specified number of Notes is subject to the requirements established by the Issuer and the ADSs depositary pursuant to the Indenture and the ADS Deposit Agreement, as well as to the procedures of DTC and Indeval, as in effect from time to time. Prior to such conversionthis Conversion Notice, the undersigned will have no rights derived fromnot exceed the “Restricted Ownership Percentage” contained in this Note. Conversion information: Date to Effect Conversion Aggregate Principal Amount of Note Being Converted Aggregate Interest on Amount Being Converted Remaining Principal Balance Number of Shares of Common Stock to be Issued Applicable Conversion Price Signature Name Address $220,000 Convertible Note Global Digital Solutions, or in connection withInc. Tangiers Investment Group, the ADSs issuable upon conversion. Please provide the information requested below, as applicable:LLC

Form of Conversion Notice. RESTRICTED NOTES The Bank of New York Mellon 000 101 Xxxxxxx Xxxxxx Street – 4E New York7W Xxx Xxxx, NY 10286 XX 00000 Attention: Global Finance Americas International Corporate Trust Re: 3.253.72% Convertible Subordinated Notes due 2016 2020 (the “Notes”) of CEMEX, S.A.B. de C.V. (the “Issuer”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of March 15May 28, 2011 2015 (as amended and supplemented from time to time, the “Indenture”), among the Issuer, The Bank of New York Mellon, as Trustee, Trustee and The Bank of New York Xxxxxx, X.X.CIBanco S.A., Institución de Banca Múltiple, as Mexican Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. The undersigned, registered owner of the aggregate amount of Notes specified below, hereby irrevocably exercises the option to convert such Notes, or a portion thereof herein designated (which is U.S.$1,000 or an integral multiple thereof and provided that if only a portion is converted that the portion not so converted is in a minimum principal amount of U.S.$100,000)U.S.$1,000), into Ordinary Shares of the Issuer deliverable only in the form of ADSs in accordance with the terms of the Indenture, and directs that the ADSs issuable and deliverable upon the conversion and any Notes representing any unconverted principal amount, be issued and delivered in book-entry form through the facilities of DTC, for credit to the account of the Person indicated below, unless restricted ADSs are to be issued and delivered in the event of any conversion of Notes (x) within 12 months after the date of issuance of the Notes, or (y) by any person that is an Affiliate of the Issuer. Restricted ADSs are not eligible for delivery in book-entry form through the facilities of DTC but instead will be issued and delivered as uncertificated ADSs registered in the a different name of the owner on the books of Citibank, N.A., the ADS Depositaryhas been indicated below. If ADSs or any portion of the Notes not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer Taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of Interest and Taxes accompanies this notice of conversion. The undersigned represents that, as of the date hereof, it has not delivered a purchase notice as described under the Indenture with respect to its Notes. The undersigned understands that, upon conversion of Notes, freely transferable acknowledges and agrees that no ADSs will be delivered only if (i) prior to the Notes are being converted upon effectiveness of any registration statement under the expiration of twelve months after their date of issuanceSecurities Act relating to the ADSs, unless the Conversion Agent receives a deposit certificate in the form provided under the ADS Deposit Agreement and (ii) the converting Note holder is not an Affiliate duly signed and completed on behalf of the Issuerapplicable beneficial owner. The forms of such certificates are available from the Conversion Agent. No ADSs will be delivered on conversion until any amount payable by the undersigned on account of Interest is paid, any certificates evidencing specified Notes not held in book-entry form are duly endorsed or assigned to the Issuer or in blank and surrendered and any Taxes or other charges or documents required in connection with the transfer on conversion, and any other required items, are delivered to the Conversion Agent. Conversion of the specified number of Notes is subject to the requirements established by the Issuer and the ADSs depositary pursuant to the Indenture and the ADS Deposit Agreement, as well as to the procedures of DTC and Indeval, as in effect from time to time. Each conversion shall be deemed to have been effected with respect to a Note (or portion thereof) on the Conversion Date, and the Person in whose name any certificate or certificates for ADSs are issuable upon such conversion shall be deemed to have become on said date the holder of record of the ADSs represented thereby. Any such surrender on any date when the Issuer’s stock transfer books are closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Rate in effect on the date upon which such Note is surrendered. Prior to such conversion, the undersigned will have no rights derived from, or in connection with, the ADSs issuable upon conversion. Please provide the information requested below, as applicable:

Form of Conversion Notice. RESTRICTED NOTES The Bank (To be executed by the Holder in order to convert all or part of New York Mellon 000 Xxxxxxx Xxxxxx – 4E New Yorkthat certain $550,000 Fixed Convertible Secured Promissory Note identified as the Note) DATE: ____________________________ FROM: Iconic Holdings, NY 10286 Attention: Global Finance Americas LLC Re: 3.25% $550,000 Fixed Convertible Subordinated Notes due 2016 Secured Promissory Note (the this “NotesNote”) originally issued by HealthLynked Corp., a Nevada corporation, to Iconic Holdings, LLC on July 11, 2016. The undersigned on behalf of CEMEXIconic Holdings, S.A.B. de C.V. (LLC, hereby elects to convert $_______________________ of the “Issuer”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of March 15, 2011 aggregate outstanding Principal Sum (as amended and supplemented from time to timedefined in the Note) indicated below of this Note into shares of Common Stock, the $0.0001 par value per share, of HealthLynked Corp(the “IndentureCompany”), among according to the Issuer, The Bank of New York Mellonconditions hereof, as Trustee, and The Bank of New York Xxxxxx, X.X., Institución de Banca Múltiple. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. The undersigned, owner of the aggregate amount of Notes specified date written below, hereby irrevocably exercises the option to convert such Notes, or a portion thereof herein designated (which is U.S.$1,000 or an integral multiple thereof and provided that if only a portion is converted that the portion not so converted is in a minimum principal amount of U.S.$100,000)), into Ordinary Shares of the Issuer deliverable only in the form of ADSs in accordance with the terms of the Indenture, and directs that the ADSs issuable and deliverable upon the conversion and any Notes representing any unconverted principal amount, be issued and delivered in book-entry form through the facilities of DTC, for credit to the account of the Person indicated below, unless restricted ADSs are to be issued and delivered in the event of any conversion of Notes (x) within 12 months after the date of issuance of the Notes, or (y) by any person that is an Affiliate of the Issuer. Restricted ADSs are not eligible for delivery in book-entry form through the facilities of DTC but instead will be issued and delivered as uncertificated ADSs registered in the name of the owner on the books of Citibank, N.A., the ADS Depositary. If ADSs or any portion of the Notes not converted shares are to be issued in the name of a Person person other than the undersigned, the undersigned will pay all transfer Taxes taxes payable with respect thereto. Any amount required to be paid thereto and is delivering herewith such certificates and opinions as reasonably requested by the undersigned on account of Interest and Taxes accompanies this notice of Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents that, as of the date hereof, it has not delivered a purchase notice as described under the Indenture with respect to its Notes. The undersigned understands hereof that, upon after giving effect to the conversion of Notes, freely transferable ADSs will be delivered only if (i) the Notes are being converted upon the expiration of twelve months after their date of issuance, and (ii) the converting this Note holder is not an Affiliate of the Issuer. No ADSs will be delivered on conversion until any amount payable by the undersigned on account of Interest is paid, any certificates evidencing specified Notes not held in book-entry form are duly endorsed or assigned to the Issuer or in blank and surrendered and any Taxes or other charges or documents required in connection with the transfer on conversion, and any other required items, are delivered to the Conversion Agent. Conversion of the specified number of Notes is subject to the requirements established by the Issuer and the ADSs depositary pursuant to the Indenture and the ADS Deposit Agreement, as well as to the procedures of DTC and Indeval, as in effect from time to time. Prior to such conversionthis Conversion Notice, the undersigned will have no rights derived fromnot exceed the “Restricted Ownership Percentage” contained in this Note. Conversion information: Date to Effect Conversion Aggregate Principal Sum of Note Being Converted Aggregate Interest on Amount Being Converted Remaining Principal Balance Number of Shares of Common Stock to be Issued Applicable Conversion Price Signature Name Address EXHIBIT B WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF HealthLynked Corp. The undersigned, or in connection withbeing directors of HealthLynked Corp., a Nevada corporation (the ADSs issuable upon conversion. Please provide “Company”), acting pursuant to the information requested belowBylaws of the Corporation, as applicabledo hereby consent to, approve and adopt the following preamble and resolutions:

Form of Conversion Notice. RESTRICTED NOTES The Bank (To be executed by the Holder in order to convert all or part of New York Mellon 000 Xxxxxxx Xxxxxx – 4E New Yorkthat certain $50,000 Fixed Convertible Promissory Note identified as the Note) DATE: ____________________________ FROM: Tangiers Global, NY 10286 Attention: Global Finance Americas Re: 3.25% Convertible Subordinated Notes due 2016 LLC (the “NotesHolder”) Re: $50,000 Fixed Convertible Promissory Note (this “Note”) originally issued by Indoor Harvest Corp., a Texas corporation, to Tangiers Global, LLC on October 12, 2017. The undersigned on behalf of CEMEXTangiers Global, S.A.B. de C.V. LLC, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.001 par value per share, of Indoor Harvest Corp. (the “Issuer”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of March 15, 2011 (as amended and supplemented from time to time, the “IndentureCompany”), among according to the Issuer, The Bank of New York Mellonconditions hereof, as Trustee, and The Bank of New York Xxxxxx, X.X., Institución de Banca Múltiple. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. The undersigned, owner of the aggregate amount of Notes specified date written below, hereby irrevocably exercises the option to convert such Notes, or a portion thereof herein designated (which is U.S.$1,000 or an integral multiple thereof and provided that if only a portion is converted that the portion not so converted is in a minimum principal amount of U.S.$100,000)), into Ordinary Shares of the Issuer deliverable only in the form of ADSs in accordance with the terms of the Indenture, and directs that the ADSs issuable and deliverable upon the conversion and any Notes representing any unconverted principal amount, be issued and delivered in book-entry form through the facilities of DTC, for credit to the account of the Person indicated below, unless restricted ADSs are to be issued and delivered in the event of any conversion of Notes (x) within 12 months after the date of issuance of the Notes, or (y) by any person that is an Affiliate of the Issuer. Restricted ADSs are not eligible for delivery in book-entry form through the facilities of DTC but instead will be issued and delivered as uncertificated ADSs registered in the name of the owner on the books of Citibank, N.A., the ADS Depositary. If ADSs or any portion of the Notes not converted shares are to be issued in the name of a Person person other than the undersigned, the undersigned will pay all transfer Taxes taxes payable with respect thereto. Any amount required to be paid thereto and is delivering herewith such certificates and opinions as reasonably requested by the undersigned on account of Interest and Taxes accompanies this notice of Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents that, as of the date hereof, it has not delivered a purchase notice as described under the Indenture with respect to its Notes. The undersigned understands hereof that, upon after giving effect to the conversion of Notes, freely transferable ADSs will be delivered only if (i) the Notes are being converted upon the expiration of twelve months after their date of issuance, and (ii) the converting this Note holder is not an Affiliate of the Issuer. No ADSs will be delivered on conversion until any amount payable by the undersigned on account of Interest is paid, any certificates evidencing specified Notes not held in book-entry form are duly endorsed or assigned to the Issuer or in blank and surrendered and any Taxes or other charges or documents required in connection with the transfer on conversion, and any other required items, are delivered to the Conversion Agent. Conversion of the specified number of Notes is subject to the requirements established by the Issuer and the ADSs depositary pursuant to the Indenture and the ADS Deposit Agreement, as well as to the procedures of DTC and Indeval, as in effect from time to time. Prior to such conversionthis Conversion Notice, the undersigned will have no rights derived fromnot exceed the “Restricted Ownership Percentage” contained in this Note. Conversion information: Date to Effect Conversion Aggregate Principal Sum of Note Being Converted Aggregate Interest/Fees of Principal Amount Being Converted Remaining Principal Balance Number of Shares of Common Stock to be Issued Applicable Conversion Price Signature Name Address EXHIBIT B WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF INDOOR HARVEST CORP. The undersigned, or in connection withbeing directors of Indoor Harvest Corp., a Texas corporation (the ADSs issuable upon conversion. Please provide “Company”), acting pursuant to the information requested belowBylaws of the Corporation, as applicabledo hereby consent to, approve and adopt the following preamble and resolutions:

Form of Conversion Notice. RESTRICTED NOTES The Bank of New York Mellon 000 Xxxxxxx Xxxxxx – 4E New York(To be executed by the Holder in order to convert that certain $23,500 Convertible Promissory Note identified as the Note) DATE: ____________________________ FROM: Tangiers Investors, NY 10286 Attention: Global Finance Americas LP Re: 3.25% Convertible Subordinated Notes due 2016 $23,500 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP INC, a Delaware corporation, to Tangiers Investors, LP on October 9, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.00001 par value per share, of FROZEN FOOD GIFT GROUP INC (the “NotesCompany”) of CEMEX, S.A.B. de C.V. (the “Issuer”) Ladies and Gentlemen: Reference is hereby made according to the Indentureconditions hereof, dated as of March 15, 2011 (as amended and supplemented from time to time, the “Indenture”), among the Issuer, The Bank of New York Mellon, as Trustee, and The Bank of New York Xxxxxx, X.X., Institución de Banca Múltiple. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. The undersigned, owner of the aggregate amount of Notes specified below, hereby irrevocably exercises the option to convert such Notes, or a portion thereof herein designated (which is U.S.$1,000 or an integral multiple thereof and provided that if only a portion is converted that the portion not so converted is in a minimum principal amount of U.S.$100,000)), into Ordinary Shares of the Issuer deliverable only in the form of ADSs in accordance with the terms of the Indenture, and directs that the ADSs issuable and deliverable upon the conversion and any Notes representing any unconverted principal amount, be issued and delivered in book-entry form through the facilities of DTC, for credit to the account of the Person indicated below, unless restricted ADSs are to be issued and delivered in the event of any conversion of Notes (x) within 12 months after the date of issuance of the Notes, or (y) by any person that is an Affiliate of the Issuer. Restricted ADSs are not eligible for delivery in book-entry form through the facilities of DTC but instead will be issued and delivered as uncertificated ADSs registered in the name of the owner on the books of Citibank, N.A., the ADS Depositarywritten below. If ADSs or any portion of the Notes not converted shares are to be issued in the name of a Person person other than the undersigned, the undersigned will pay all transfer Taxes taxes payable with respect thereto. Any amount required to be paid thereto and is delivering herewith such certificates and opinions as reasonably requested by the undersigned on account of Interest and Taxes accompanies this notice of Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents that, as of the date hereof, it has not delivered a purchase notice as described under the Indenture with respect to its Notes. The undersigned understands hereof that, upon after giving effect to the conversion of Notes, freely transferable ADSs will be delivered only if (i) the Notes are being converted upon the expiration of twelve months after their date of issuance, and (ii) the converting this Note holder is not an Affiliate of the Issuer. No ADSs will be delivered on conversion until any amount payable by the undersigned on account of Interest is paid, any certificates evidencing specified Notes not held in book-entry form are duly endorsed or assigned to the Issuer or in blank and surrendered and any Taxes or other charges or documents required in connection with the transfer on conversion, and any other required items, are delivered to the Conversion Agent. Conversion of the specified number of Notes is subject to the requirements established by the Issuer and the ADSs depositary pursuant to the Indenture and the ADS Deposit Agreement, as well as to the procedures of DTC and Indeval, as in effect from time to time. Prior to such conversionthis Conversion Notice, the undersigned will have no rights derived from, or not exceed the “Restricted Ownership Percentage” contained in connection with, the ADSs issuable upon conversionthis Note. Please provide the information requested below, as applicable:Conversion information: Date to Effect Conversion Aggregate Principal Amount of Note Being Converted Aggregate Interest on Amount Being Converted Number of Shares of Common Stock to be Issued Applicable Conversion Price Signature Name Address

Form of Conversion Notice. RESTRICTED NOTES The Bank of New York Mellon 000 Xxxxxxx Xxxxxx – 4E New York, NY 10286 Attention: Global Finance Americas Re: 3.253.75% Convertible Subordinated Notes due 2016 2018 (the “Notes”) of CEMEX, S.A.B. de C.V. (the “Issuer”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of March 15, 2011 (as amended and supplemented from time to time, the “Indenture”), among the Issuer, The Bank of New York Mellon, as Trustee, and The Bank of New York Xxxxxx, X.X., Institución de Banca Múltiple. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. The undersigned, owner of the aggregate amount of Notes specified below, hereby irrevocably exercises the option to convert such Notes, or a portion thereof herein designated (which is U.S.$1,000 or an integral multiple thereof and provided that if only a portion is converted that the portion not so converted is in a minimum principal amount of U.S.$100,000)), into Ordinary Shares of the Issuer deliverable only in the form of ADSs in accordance with the terms of the Indenture, and directs that the ADSs issuable and deliverable upon the conversion and any Notes representing any unconverted principal amount, be issued and delivered in book-entry form through the facilities of DTC, for credit to the account of the Person indicated below, unless restricted ADSs are to be issued and delivered in the event of any conversion of Notes (x) within 12 months after the date of issuance of the Notes, or (y) by any person that is an Affiliate of the Issuer. Restricted ADSs are not eligible for delivery in book-entry form through the facilities of DTC but instead will be issued and delivered as uncertificated ADSs registered in the name of the owner on the books of Citibank, N.A., the ADS Depositary. If ADSs or any portion of the Notes not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer Taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of Interest and Taxes accompanies this notice of conversion. The undersigned represents that, as of the date hereof, it has not delivered a purchase notice as described under the Indenture with respect to its Notes. The undersigned understands that, upon conversion of Notes, freely transferable ADSs will be delivered only if (i) the Notes are being converted upon the expiration of twelve months after their date of issuance, and (ii) the converting Note holder is not an Affiliate of the Issuer. No ADSs will be delivered on conversion until any amount payable by the undersigned on account of Interest is paid, any certificates evidencing specified Notes not held in book-entry form are duly endorsed or assigned to the Issuer or in blank and surrendered and any Taxes or other charges or documents required in connection with the transfer on conversion, and any other required items, are delivered to the Conversion Agent. Conversion of the specified number of Notes is subject to the requirements established by the Issuer and the ADSs depositary pursuant to the Indenture and the ADS Deposit Agreement, as well as to the procedures of DTC and Indeval, as in effect from time to time. Prior to such conversion, the undersigned will have no rights derived from, or in connection with, the ADSs issuable upon conversion. Please provide the information requested below, as applicable: