Commission Uses in Material Changes Clause

Material Changes

THIS CONVERTIBLE NOTE PURCHASE AND CONVERSION AGREEMENT (this "Agreement") dated as of June 4, 2015 by and between H. Deworth Williams, with offices for purposes of this Agreement at 2681 East Parleys Way, Suite 204, SLC, UT 84109 ("Seller"), and each of the Purchasers set forth on Annex I attached hereto (each a "Purchaser," and collectively, the "Purchasers").

Material Changes. Since the date of this Agreement, UPNT shall not have suffered a Material Adverse Effect and, without limiting the generality of the foregoing, there shall be no pending litigation to which UPNT or Seller is a party which is reasonably likely to have a Material Adverse Effect on UPNT or to affect the ability of the Seller to sell his Note as contemplated herein.