Common use of Remedies Upon an Event of Default Clause in Contracts

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) three (3) Trading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f), 2.1(i) or 2.1(j), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately due and payable to the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Period. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading Days of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure of the Maker to cure an Event of Default within the time permitted by this Note (including the time periods set forth in 2.2(a)), or if the Event of Default is not capable of being cured, the remedies provided in this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (d) For the avoidance of doubt, the provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual agreement of the Company and the Holder.

Remedies Upon an Event of Default. (a) (a) Upon the occurrence of any Event of Default that has not been remedied within (i) three (3) Trading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f), 2.1(i) or 2.1(j), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately due and payable to the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Period. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading Days of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure of the Maker to cure an Event of Default within the time permitted by this Note (including the time periods set forth in 2.2(a)), or if the Event of Default is not capable of being cured, the remedies provided in this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (d) For the avoidance of doubt, the provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual agreement of the Company and the Holder.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) three two (32) Trading DaysBusiness Days of written notice thereof for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement, or (ii) ten (10) Business Days of written notice thereof for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f2.1(j) or 2.1(k), 2.1(ithe Maker shall pay interest on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”) provided, to the extent any Event of Default results in the acceleration of all or 2.1(j)any portion of the amounts owing under this Note, then the Default Interest Rate shall be increased, retroactive to the time such Event of Default occurred, to the lesser of eighteen percent (18%) per annum and the maximum rate permitted under applicable law; and (b) the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Holder. In the event Maturity Date, upon conversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. Accrued and unpaid interest (including interest on past due interest) shall be converted whenever an Event of Default has occurred due and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Periodpayable upon demand. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading Days one (1) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure If any Event of the Maker to cure Default shall have occurred that has not been remedied within (i) two (2) Business Days of written notice thereof for an Event of Default within occurring by the time permitted by this Note (including Company’s failure to comply with Section 7.1(c) of the time periods set forth in 2.2(a))Purchase Agreement, or if the (ii) ten (10) Business Days of written notice thereof for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default is not capable of being cureddescribed in Section 2.1(j) or 2.1(k), the remedies provided Holder shall have the right, in this Note including the use its sole and absolute discretion, to declare all or any portion of the Alternative Conversion Price shall continue Outstanding Amount immediately due and payable in cash (and to the extent the Holder does not be affected by any cure. (d) For elect to declare the avoidance of doubtentire Outstanding Amount immediately due and payable in cash, the provisions Holder has the right to thereafter declare all remaining amounts immediately due and payable in cash). In addition, upon the occurrence of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any an Event of Default described in Sections 2.1(j) or 2.1(k) hereof, all amounts owing under this Note shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company. In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind (other than the Holder’s election to declare such acceleration unless such acceleration is automatic as a result of the occurrence of an Event of Default described in Sections 2.1(j) or 2.1(k) hereof), and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Any acceleration may be waived rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to this Section 2.2(c). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. In addition, upon the mutual agreement occurrence and during the continuation of an Event of Default that has not been remedied within (i) two (2) Business Days of written notice thereof for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Company and Purchase Agreement, or (ii) ten (10) Business Days of written notice thereof for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(j) or 2.1(k), the Holder, in its sole and absolute discretion, may exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreements, the other Transaction Documents and applicable law. No course of dealing or delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Upon the payment in full of all amounts owing hereunder (including, without limitation, principal interest, the Mandatory Default Amount and all other amounts owing hereunder), the Holder shall promptly surrender this Note to or as directed by the Company.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) three (3) Trading DaysBusiness Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) seven (7) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f2.1(h), or 2.1(i) or 2.1(j), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Maturity Date, upon conversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof (provided all payments shall be subject to the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as provisions of the date the Conversion Notice was given Purchase Agreement with respect to the Maker, and such option shall continue such that holders of the Holder may continue to use the Alternative Conversion Price during the Pricing PeriodOther Notes). (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading three (3) Business Days of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure of the Maker to cure If an Event of Default shall have occurred and shall not have been remedied within (i) three (3) Business Days for an Event of Default occurring by the time permitted by Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note Note, or (including the time periods set forth ii) seven (7) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in 2.2(a)Section 2.1(h), or if 2.1(i), the Holder may at any time at its option, subject to receiving the prior written consent of the Requisite Holder, declare all or a portion of the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default is not capable of being cureddescribed above, the remedies provided Holder, in its sole and absolute discretion, but subject to receiving the prior written consent of the Requisite Holder and only after all Class A Notes have been fully repaid or converted, may: (a) from time-to-time demand that all or a portion of the Mandatory Default Amount be converted into Ordinary Shares at a price per share equal to the lesser of (i) the then applicable Conversion Price and (ii) the then applicable Event of Default Discount Price. For purposes of this Note including “Event of Default Discount Price” shall mean the use average of the Alternative Conversion Price shall continue and three lowest daily VWAPs (which need not be affected consecutive) in the fifteen (15) Trading Days ending on the date of the delivery of the applicable Conversion Notice multiplied by any cure. sixty percent (d) For 60%), and which for the avoidance of doubt, may be less than the Floor Price. Upon the occurrence of an Event of Default described in clauses Sections 2.1(h) or (i) above, the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder (including because the Holder has not obtained the consent of the Requisite Holder) shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. All payments shall be subject to the provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition the Purchase Agreement with respect to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual agreement holders of the Company and the HolderOther Notes.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) three (3) Trading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f), 2.1(i) or 2.1(j)Default, the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Holder. In the event Maturity Date, upon conversion, redemption or prepayment of this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of or the date on which all amounts owing hereunder have been accelerated in accordance with the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Periodterms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading Days of the occurrence one (1) Business Day of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure occurrence and during the continuance of an Event of Default, the Holder may at any time at its option (1) declare the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker and (2) exercise all other rights and remedies available to cure it under the Transaction Documents; provided, however, that (x) upon the occurrence of an Event of Default within described above, the Holder, in its sole and absolute discretion, may: (a) from time-to-time permitted demand that all or a portion of the Outstanding Principal Amount be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-five percent (85%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion or (b) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the other Transaction Documents or applicable law and (including y) upon the time periods set forth in 2.2(a)), or if the occurrence of an Event of Default is not capable of being cureddescribed in Section 2.1(j) or 2.1(k) above, the remedies provided in this Note including Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the use Maker. No course of delay on the part of the Alternative Conversion Price Holder shall continue and not be affected by any cure. (d) For operate as a waiver thereof or otherwise prejudice the avoidance of doubt, the provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual agreement rights of the Company and the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) three (3) Trading DaysBusiness Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) seven (7) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f2.1(h), or 2.1(i) or 2.1(j), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Maturity Date, upon conversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof (provided all payments shall be subject to the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as provisions of the date the Conversion Notice was given Purchase Agreement with respect to the Maker, and such option shall continue such that holders of the Holder may continue to use the Alternative Conversion Price during the Pricing PeriodOther Notes). (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading three (3) Business Days of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure of the Maker to cure If an Event of Default shall have occurred and shall not have been remedied within (i) three (3) Business Days for an Event of Default occurring by the time permitted by Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note Note, or (including the time periods set forth ii) seven (7) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in 2.2(a)Section 2.1(h), or if 2.1(i), the Holder may at any time at its option, subject to receiving the prior written consent of the Requisite Holder, declare all or a portion of the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default is not capable of being cureddescribed above, the remedies provided Holder, in its sole and absolute discretion, but subject to receiving the prior written consent of the Requisite Holder, may: (a) from time-to-time demand that all or a portion of the Mandatory Default Amount be converted into Ordinary Shares at a price per share equal to the lesser of (i) the then applicable Conversion Price and (ii) the then applicable Event of Default Discount Price. For purposes of this Note including “Event of Default Discount Price” shall mean the use average of the Alternative Conversion Price shall continue and three lowest daily VWAPs (which need not be affected consecutive) in the fifteen (15) Trading Days ending on the date of the delivery of the applicable Conversion Notice multiplied by any cure. sixty percent (d) For 60%), and which for the avoidance of doubt, may be less than the Floor Price. Upon the occurrence of an Event of Default described in clauses Sections 2.1(h) or (i) above, the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder (including because the Holder has not obtained the consent of the Requisite Holder) shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. All payments shall be subject to the provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition the Purchase Agreement with respect to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual agreement holders of the Company and the HolderOther Notes.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) three two (32) Trading DaysBusiness Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, providedor (ii) ten (10) Business Days for all other Events of Default (the relevant period, the “Applicable Cure Period”), provided however, that there shall be no cure period for an Event of Default described in Section 2.1(fSections 2.1(a), 2.1(d), 2.1(i), 2.1(j) or 2.1(j)2.1(k) hereof, the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Holder. In the event Maturity Date, upon conversion, redemption or prepayment of this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of or the date on which all amounts owing hereunder have been accelerated in accordance with the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Periodterms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading (2) Business Days of an officer of the Maker obtaining knowledge of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure occurrence and during the continuance of an Event of Default, subject to any Applicable Cure Period, the Holder may at any time at its option (1) provide Maker with a written notice of the Event of Default and declare the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without further presentment, demand, protest or notice (other than the Holder’s election to declare such acceleration), all of which are hereby expressly unconditionally and irrevocably waived by the Maker and (2) exercise all other rights and remedies available to cure it under the Transaction Documents; provided, however, that (x) upon the occurrence of an Event of Default within described above, the Holder, in its sole and absolute discretion, may: (a) from time-to-time permitted demand that all or a portion of the Outstanding Principal Amount be converted into shares of Common Stock at the lower of (i) the then current Conversion Price and (ii) eighty five-percent (85%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by this Note (including the time periods set forth in 2.2(a))Holder of the applicable notice of conversion, or if (b) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default is not capable of being cureddescribed in Section 2.1(k) above, the remedies provided in this Note including Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the use Maker. No course of delay on the part of the Alternative Conversion Price Holder shall continue and not be affected by any cure. (d) For operate as a waiver thereof or otherwise prejudice the avoidance of doubt, the provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual agreement rights of the Company and the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) three five (35) Trading DaysBusiness Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) five (5) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f2.1(h), or 2.1(i) or 2.1(j), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Maturity Date, upon conversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof (provided all payments shall be subject to the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as provisions of the date the Conversion Notice was given Purchase Agreement with respect to the Maker, and such option shall continue such that holders of the Holder may continue to use the Alternative Conversion Price during the Pricing PeriodOther Notes). (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading (2) Business Days of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure of the Maker to cure If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the time permitted by Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note Note, or (including the time periods set forth ii) five (5) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in 2.2(a)Section 2.1(h), or if 2.1(i), the Holder may at any time at its option, subject to receiving the prior written consent of the Requisite Holder, declare all or a portion of the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default is not capable of being cureddescribed above, the remedies provided Holder, in its sole and absolute discretion, but subject to receiving the prior written consent of the Requisite Holder, may: (a) from time-to-time demand that all or a portion of the Mandatory Default Amount be converted into Common Shares at a price per share equal to the lesser of (i) the then applicable Conversion Price and (ii) the then applicable Event of Default Discount Price. For purposes of this Note including “Event of Default Discount Price” shall mean the use average of the Alternative Conversion Price shall continue and three lowest daily VWAPs (which need not be affected consecutive) in the fifteen (15) Trading Days ending on the date of the delivery of the applicable Conversion Notice multiplied by eighty percent (80%). Upon the occurrence of an Event of Default described in clauses Sections 2.1(h) or (i) above, the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any cure. kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder (dincluding because the Holder has not obtained the consent of the Requisite Holder) For shall operate as a waiver thereof or otherwise prejudice the avoidance rights of doubtthe Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. All payments shall be subject to the provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition the Purchase Agreement with respect to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual agreement holders of the Company and the HolderOther Notes.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within (i) three (3) Trading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f), 2.1(i2.1(j) or 2.1(j2.1(k), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately due and payable to the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Period. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two three (3) Trading Days of after the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Subject to Section 2.2(a), upon the occurrence of any Event of Default, the Holder may at any time at its option declare, by written notice to the Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable within two (2) Trading Days of receipt of such notice. Upon the failure of the Maker to cure an Event of Default within the time permitted by this Note (including the time periods set forth in 2.2(a))Note, or if the Event of Default is not capable of being cured, the remedies provided in this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (d) For the avoidance of doubt, the The provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual agreement of the Company and the Holder.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within (i) three two Trading Days for an Event of Default occurring by the Company’s failure to comply with Section 3.2 of this Note, or (3ii) 15 Trading Days, Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f), 2.1(i) or 2.1(j), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately payable to the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the Maturity Date subject to the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert prior conversion using the Mandatory Default Amount at and the Alternative Default Conversion Price, (provided all payments shall be subject to the provisions of the Purchase Agreement with respect to the holders of the Other Notes). For this purpose, the Holder shall have the option to have the Alternative Default Conversion Price determined as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder it may continue to use the Alternative Default Conversion Price during the Pricing Period. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two three Trading Days of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon Subject to Section 2.2(a), the failure Holder may at any time at its option declare, by written notice to the Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable within two Trading Days of receipt of such notice; provided however that, within two Trading Days of receipt of such notice, the Maker shall be permitted to cure an Event of provide the Holder with evidence that the Default was cured within the time permitted by this Note (including the time required periods set forth in Section 2.2(a)), or if the Event of Default is not capable of being cured, the remedies provided in this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (d) For the avoidance of doubt, the The provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual agreement of the Company and the Holder.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within (i) three (3) ten Trading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f), 2.1(i) or 2.1(j), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately due and payable to the Holder. In the event If this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Period. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading Days of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Subject to Section 2.2(a), upon the occurrence of any Event of Default, the Holder may at any time at its option declare, by written notice to the Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable within two Trading Days of receipt of such notice. Upon the failure of the Maker to cure an Event of Default within the time permitted by this Note (including the time periods set forth in 2.2(a))Note, or if the Event of Default is not capable of being cured, the remedies provided in this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (d) For the avoidance of doubt, the The provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual agreement of the Company and the Holder.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within (i) three (3) Trading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f), 2.1(i2.1(j) or 2.1(j2.1(k), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately due and payable to the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Period. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two three (3) Trading Days of after the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Subject to Section 2.2(a), upon the occurrence of any Event of Default, the Holder may at any time at its option declare, by written notice to the Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable within two (2) Trading Days of receipt of such notice. Upon the failure of the Maker to cure an Event of Default within the time permitted by this Note (including the time periods set forth in 2.2(a))Note, or if the Event of Default is not capable of being cured, the remedies provided in this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (d) For the avoidance of doubt, the The provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) It is understood and agreed that in addition to other remedies available under this Section 2.2, the Holder shall have the right to make claims against the executive(s) of the Company who negotiated and executed the Prior Agreement on behalf of the Company, upon the occurrence of an Event of Default as described in Section 2.1 (v). (f) Any Event of Default hereunder may be waived upon the mutual agreement of the Company and the Holder.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) three two (32) Trading DaysBusiness Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) five (5) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(fSections 2.1(h), or 2.1(i) or 2.1(j), the Maker shall be obligated to pay to the Holder the Mandatory Default Premium Amount, which Mandatory Default Premium Amount shall be immediately earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Holder. In the event Maturity Date, upon conversion, redemption or prepayment of this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of or the date on which all amounts owing hereunder have been accelerated in accordance with the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Periodterms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading Days (2) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 Section2.1 hereof under which such Event of Default has occurred. (c) Upon the failure of the Maker to cure If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the time permitted by Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note Note, or (including the time periods set forth ii) five (5) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in 2.2(aSections 2.1(a), 2.1(h), or if 2.1(i), the Holder may at any time at its option, declare the Mandatory Premium Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default is not capable of being cureddescribed above, the remedies provided Holder, in this Note including the use its sole and absolute discretion, may: (a) from time-to-time demand that all or a portion of the Alternative Mandatory Premium Amount be converted into shares of Common Stock at a price per share equal to the lesser of (i) the then applicable Conversion Price and (ii) sixty percent (60%) of the lowest daily VWAP in the fifteen (15) Trading Days ending on the date of the delivery of the applicable Conversion Notice. Upon the occurrence of an Event of Default described in clauses Sections 2.1(h) or (i) above, the Mandatory Premium Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. For the avoidance of doubt upon the occurrence of any Event of Default, the Conversion Price shall continue and not be affected by any curesubject to the Floor Price, and the Holder may engage in conversions under this Note at a price per share below the Floor Price. (d) For Further to the avoidance foregoing, for each of doubt, Event of Default that shall have occurred the provisions percentage in clause (ii) of definition of Conversion Price in Section 3.2(b) and (c5.13(a) shall also apply upon any Events be lowered by ten percent (10%), and shall remain lowered even if such Event of Default relating to Conversion Shares in addition to the remedies under this Section 2.2is remedied, if capable of being remedied. (e) Any While any Event of Default remains unremedied in addition to any other amounts owing hereunder may be waived upon the mutual agreement of the Company and shall pay to the HolderHolder a $25,000 monthly monitoring fee in respect of such Event of Default.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) three (3) Trading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f), 2.1(i) or 2.1(j)Default, the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Holder. In the event Maturity Date, upon conversion, redemption or prepayment of this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of or the date on which all amounts owing hereunder have been accelerated in accordance with the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Periodterms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading Days of the occurrence one (1) Business Day of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure occurrence and during the continuance of an Event of Default, the Holder may at any time at its option (1) declare the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker and (2) exercise all other rights and remedies available to cure it under the Transaction Documents; provided, however, that (x) upon the occurrence of an Event of Default within described above, the Holder, in its sole and absolute discretion, may: (a) from time-to-time permitted demand that all or a portion of the Outstanding Principal Amount be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion or (b) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the other Transaction Documents or applicable law and (including y) upon the time periods set forth in 2.2(a)), or if the occurrence of an Event of Default is not capable of being cureddescribed in Section 2.1(j) above, the remedies provided in this Note including Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the use Maker. No course of delay on the part of the Alternative Conversion Price Holder shall continue and not be affected by any cure. (d) For operate as a waiver thereof or otherwise prejudice the avoidance of doubt, the provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual agreement rights of the Company and the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) three two (32) Trading DaysBusiness Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f2.1(g), 2.1(i) or 2.1(j2.1(h), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Maturity Date, upon conversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof (provided all payments shall be subject to the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as provisions of the date the Conversion Notice was given Purchase Agreement with respect to the Maker, and such option shall continue such that holders of the Holder may continue to use the Alternative Conversion Price during the Pricing PeriodOther Notes). (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading Days (2) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure of the Maker to cure If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(g), or 2.1(h), the Holder may at any time at its option, subject to receiving the prior written consent of the Requisite Holders, declare the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, but subject to receiving the prior written consent of the Requisite Holders, may: (a) from time-to-time demand that all or a portion of the Outstanding Principal Amount be converted into Ordinary Shares at a price per share equal to 0.80 times the Market Price; provided, that, if at the time permitted of such demand the Market Price is less than the Floor Price, and the Company desires to exercise a right to waive the Floor Price and issue Conversion Shares at less than the Floor Price, then in lieu of receiving such demanded portion of the Outstanding Principal Amount in Conversion Shares, the Holder may elect to receive a cash payment derived by this Note multiplying (including i) the time periods number of Ordinary Shares which would have been required to be delivered pursuant to the above provisions by (ii) the VWAP of the Ordinary Shares on last Trading Day prior to the date of such demand; and provided, further however, that the conversion right set forth in 2.2(a))this clause (a) shall not be exercisable by the Holder if, or if prior to such right being exercised, the Event of Default is not in question if capable of being cured, the remedies provided in this Note including the use has been cured, or (b) exercise or otherwise enforce any one or more of the Alternative Conversion Price Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law. Upon the occurrence of an Event of Default described in clauses (i) or (j) above, the Mandatory Default Amount shall continue become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder (including because the Holder has not obtained the consent of the Requisite Holders) shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be affected exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by any cure. (d) For the avoidance of doubt, statute or otherwise. All payments shall be subject to the provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition the Purchase Agreement with respect to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual agreement holders of the Company and the HolderOther Notes.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) three (3) Trading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f), 2.1(i) or 2.1(j)Default, the Maker Maker, at the request of the Holder, shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Holder. In the event Maturity Date, upon conversion, redemption or prepayment of this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of or the date on which all amounts owing hereunder have been accelerated in accordance with the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Periodterms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading Days of the occurrence one (1) Business Day of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 2.01 hereof under which such Event of Default has occurred. (c) Upon the failure occurrence and during the continuance of an Event of Default, the Holder may at any time at its option (1) declare the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker and (2) exercise all other rights and remedies available to cure it under the Transaction Documents; provided, however, that (x) upon the occurrence of an Event of Default within described above or an event which with the passage of time permitted by this Note may result in an Event of Default, the Holder, in its sole and absolute discretion (including without the time periods set forth in 2.2(a)), or if the obligation to provide notice of such Event of Default is not capable or potential Event of being curedDefault), may: (a) from time-to-time demand that all or a portion of the Outstanding Principal Amount be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion or (b) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the remedies provided Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in this Note including Section 2.01(k), the use Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Alternative Conversion Price shall continue and not be affected by any cureMaker. (d) For No course of delay on the avoidance part of doubt, the provisions Holder shall operate as a waiver thereof or otherwise prejudice the rights of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2Holder. (e) Any Event No remedy conferred hereby shall be exclusive of Default hereunder may be waived upon the mutual agreement of the Company and the Holderany other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) three two (32) Trading DaysBusiness Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f2.1(i), 2.1(i2.1(j) or 2.1(j2.1(k), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Holder. In the event Maturity Date, upon conversion, redemption or prepayment of this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of or the date on which all amounts owing hereunder have been accelerated in accordance with the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Periodterms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading Days one (1) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure of the Maker to cure If an Event of Default shall have occurred and shall not have been remedied within the time permitted by this Note (including the time periods set forth in 2.2(a)), or if the i) two (2) Business Days for an Event of Default is not capable of being cured, occurring by the remedies provided in this Note including the use Company’s failure to comply with Section 7.1(c) of the Alternative Conversion Price shall continue and not be affected by any cure. Purchase Agreement or Section 3.2 of this Note, or (dii) For the avoidance of doubt, the provisions of Section 3.2(bten (10) and (c) shall also apply upon any Business Days for all other Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Default, provided, however, that there shall be no cure period for an Event of Default hereunder described in Section 2.1(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, further, however, that (x) upon the mutual agreement occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) from time-to-time demand that all or a portion of the Company Outstanding Principal Amount be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion, which price shall not be lower than the Floor Price (as defined below) in the event Stockholder Approval has not been obtained; or (b) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (k) or (l) above, the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) three two (32) Trading DaysBusiness Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f2.1(i), 2.1(i) or 2.1(j), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Maturity Date, upon conversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof (provided all payments shall be subject to the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as provisions of the date the Conversion Notice was given Purchase Agreement with respect to the Maker, and such option shall continue such that holders of the Holder may continue to use the Alternative Conversion Price during the Pricing PeriodOther Notes). (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading Days (2) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure of the Maker to cure If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), or 2.1(j), the Holder may at any time at its option, subject to receiving the prior written consent of the Requisite Holder, declare the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, but subject to receiving the prior written consent of the Requisite Holder, may: (a) from time-to-time demand that all or a portion of the Outstanding Principal Amount be converted into Ordinary Shares at a price per share equal to 0.80 times the Market Price; provided, that, if at the time permitted of such demand the Market Price is less than the Floor Price, and the Company desires to exercise a right to waive the Floor Price and issue Conversion Shares at less than the Floor Price, then in lieu of receiving such demanded portion of the Outstanding Principal Amount in Conversion Shares, the Holder may elect to receive a cash payment derived by this Note multiplying (including i) the time periods number of Ordinary Shares which would have been required to be delivered pursuant to the above provisions by (ii) the VWAP of the Ordinary Shares on the last Trading Day prior to the date of such demand; and provided, further however, that the conversion right set forth in 2.2(a))this clause (a) shall not be exercisable by the Holder if, or if prior to such right being exercised, the Event of Default is not in question if capable of being cured, the remedies provided in this Note including the use has been cured, or (b) exercise or otherwise enforce any one or more of the Alternative Conversion Price Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law. Upon the occurrence of an Event of Default described in clauses Sections 2.1(i) or (j) above, the Mandatory Default Amount shall continue become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder (including because the Holder has not obtained the consent of the Requisite Holders) shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be affected exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by any cure. (d) For the avoidance of doubt, statute or otherwise. All payments shall be subject to the provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition the Purchase Agreement with respect to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual agreement holders of the Company and the HolderOther Notes.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) three two (32) Trading DaysBusiness Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) five (5) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f2.1(h), or 2.1(i) or 2.1(j), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Maturity Date, upon conversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof (provided all payments shall be subject to the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as provisions of the date the Conversion Notice was given Purchase Agreement with respect to the Maker, and such option shall continue such that holders of the Holder may continue to use the Alternative Conversion Price during the Pricing PeriodOther Notes). (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading (2) Business Days of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure of the Maker to cure If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the time permitted by Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note Note, or (including the time periods set forth ii) five (5) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in 2.2(a)Section 2.1(h), or if 2.1(i), the Holder may at any time at its option, subject to receiving the prior written consent of the Requisite Holder, declare all or a portion of the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default is not capable of being cureddescribed above, the remedies provided Holder, in this Note including its sole and absolute discretion, but subject to receiving the use prior written consent of the Alternative Requisite Holder, may: (a) from time-to-time demand that all or a portion of the Mandatory Default Amount be converted into Common Stock at a price per share equal to the lesser of (i) the then applicable Conversion Price and (ii) the then applicable Event of Default Discount Price. For purposes of this Note, “Event of Default Discount Price” shall continue mean the lowest daily VWAP in the ten (10) Trading Days ending on the date of the delivery of the applicable Conversion Notice multiplied by eighty-five percent (85%). Upon the occurrence of an Event of Default described in clauses Sections 2.1(h) or (i) above, the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder (including because the Holder has not obtained the consent of the Requisite Holder) shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be affected exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by any cure. (d) For the avoidance of doubt, statute or otherwise. All payments shall be subject to the provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition the Purchase Agreement with respect to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual agreement holders of the Company and the HolderOther Notes.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) three two (32) Trading DaysBusiness Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) five (5) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(fSections 2.1(h), or 2.1(i) or 2.1(j), the Maker shall be obligated to pay to the Holder the Mandatory Default Premium Amount, which Mandatory Default Premium Amount shall be immediately earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Holder. In the event Maturity Date, upon conversion, redemption or prepayment of this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of or the date on which all amounts owing hereunder have been accelerated in accordance with the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Periodterms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading Days (2) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure of the Maker to cure If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the time permitted by Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note Note, or (including the time periods set forth ii) five (5) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in 2.2(aSections 2.1(a), 2.1(h), or if 2.1(i), the Holder may at any time at its option, declare the Mandatory Premium Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default is not capable of being cureddescribed above, the remedies provided Holder, in this Note including the use its sole and absolute discretion, may: (a) from time-to-time demand that all or a portion of the Alternative Mandatory Premium Amount be converted into shares of Common Stock at a price per share equal to the lesser of (i) the then applicable Conversion Price and (ii) sixty percent (60%) of the lowest daily VWAP in the fifteen (15) Trading Days ending on the date of the delivery of the applicable Conversion Notice. Upon the occurrence of an Event of Default described in clauses Sections 2.1(h) or (i) above, the Mandatory Premium Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. For the avoidance of doubt upon the occurrence of any Event of Default, the Conversion Price shall continue and not be affected by any curesubject to the Floor Price, and the Holder may engage in conversions under this Note at a price per share below the Floor Price. (d) For Further to the avoidance foregoing, for each of doubt, Event of Default that shall have occurred the provisions percentage in clause (ii) of definition of Conversion Price in Section 3.2(b) and (c5.13(a) shall also apply upon any Events be lowered by ten percent (10%), and shall remain lowered even if such Event of Default relating to Conversion Shares in addition to the remedies under this Section 2.2is remedied, if capable of being remedied. (e) Any While any Event of Default remains unremedied in addition to any other amounts owing hereunder may be waived upon the mutual agreement of the Company and shall pay to the HolderHolder a $25,000 monthly monitoring fee in respect of such Event of Default.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within (i) three (3) Trading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f), 2.1(i2.1(j) or 2.1(j)2.1(k) and none for Section 2.1(l) beyond the 10 days contained therein, the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately due and payable to the Holder. In the event this Note shall be converted whenever under an Event of Default has occurred and is continuing without cureDefault, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Period. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two three Trading Days of after the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Subject to Section 2.2(a), upon the occurrence of any Event of Default, the Holder may at any time at its option declare, by written notice to the Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable within two Trading Days of receipt of such notice. Upon the failure of the Maker to cure an Event of Default within the time permitted by this Note (including the time periods set forth in 2.2(a))Note, or if the Event of Default is not capable of being cured, the remedies provided in this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (d) For the avoidance of doubt, the The provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual agreement of the Company and the Holder.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within (i) three (3) Trading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f2.1(g), 2.1(i2.1(j) or 2.1(j2.1(k), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately due and payable to the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Period. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two three (3) Trading Days of after the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Subject to Section 2.2(a), upon the occurrence of any Event of Default, the Holder may at any time at its option declare, by written notice to the Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable within three (3) Trading Days of receipt of such notice. Upon the failure of the Maker to cure an Event of Default within the time permitted by this Note (including the time periods set forth in 2.2(a))Note, or if the Event of Default is not capable of being cured, the remedies provided in this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (d) For the avoidance of doubt, the The provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual agreement of the Company and the Holder.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) three two (32) Trading DaysBusiness Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f2.1(i), 2.1(i) or 2.1(j), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Maturity Date, upon conversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof (provided all payments shall be subject to the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as provisions of the date the Conversion Notice was given Purchase Agreement with respect to the Maker, and such option shall continue such that holders of the Holder may continue to use the Alternative Conversion Price during the Pricing PeriodOther Notes). (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading Days (2) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure of the Maker to cure If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), or 2.1(j), the Holder may at any time at its option, subject to receiving the prior written consent of the Requisite Holders, declare the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, but subject to receiving the prior written consent of the Requisite Holders, may: (a) from time-to-time demand that all or a portion of the Outstanding Principal Amount be converted into Ordinary Shares at a price per share equal to 0.80 times the Market Price; provided, that, if at the time permitted of such demand the Market Price is less than the Floor Price, and the Company desires to exercise a right to waive the Floor Price and issue Conversion Shares at less than the Floor Price, then in lieu of receiving such demanded portion of the Outstanding Principal Amount in Conversion Shares, the Holder may elect to receive a cash payment derived by this Note multiplying (including i) the time periods number of Ordinary Shares which would have been required to be delivered pursuant to the above provisions by (ii) the VWAP of the Ordinary Shares on last Trading Day prior to the date of such demand; and provided, further however, that the conversion right set forth in 2.2(a))this clause (a) shall not be exercisable by the Holder if, or if prior to such right being exercised, the Event of Default is not in question if capable of being cured, the remedies provided in this Note including the use has been cured, or (b) exercise or otherwise enforce any one or more of the Alternative Conversion Price Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law. Upon the occurrence of an Event of Default described in clauses (i) or (j) above, the Mandatory Default Amount shall continue become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder (including because the Holder has not obtained the consent of the Requisite Holders) shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be affected exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by any cure. (d) For the avoidance of doubt, statute or otherwise. All payments shall be subject to the provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition the Purchase Agreement with respect to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual agreement holders of the Company and the HolderOther Notes.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within ten (i) three (310) Trading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f), 2.1(i) or 2.1(j), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately due and payable to the Holder. In the event If this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Period. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two (2) Trading Days of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Subject to Section 2.2(a), upon the occurrence of any Event of Default, the Holder may at any time at its option declare, by written notice to the Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable within two (2) Trading Days of receipt of such notice. Upon the failure of the Maker to cure an Event of Default within the time permitted by this Note (including the time periods set forth in 2.2(a))Note, or if the Event of Default is not capable of being cured, the remedies provided in this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (d) For the avoidance of doubt, the The provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to the shares of Conversion Shares Stock in addition to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual agreement of the Company and the Holder.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within three Trading Days or, with respect to the Event of Default described in Section 2.1(h), two Trading Days (i) three (3) Trading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f), 2.1(i) or 2.1(j), 2.1(k) or 2.1(l)), the Maker Company shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately due and payable to the Holder, anything contained in any Transaction Document to the contrary notwithstanding. In the event this Advance Note shall be converted whenever under an Event of Default, prior to (and in place of) any payment of the Mandatory Default has occurred and is continuing without cureAmount to the Holder, the Holder shall have the option to convert the Mandatory Default Amount aggregate outstanding Principal of this Advance Note at the Alternative Conversion PricePrice (provided that all payments shall be subject to the provisions of the Purchase Agreement with respect to the holders of the Other Advance Notes). For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Notice of Conversion Notice was given for such conversion is delivered by the Holder to the MakerCompany, and rather than the date of such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing PeriodEvent of Default. (b) Upon the occurrence of any Event of Default, the Maker Company shall, as promptly as possible but in any event within two Trading Days of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure of the Maker to cure an Event of Default within the time permitted by this Note (including the time periods set forth in 2.2(a)), or if the Event of Default is not capable of being cured, the remedies provided in this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (d) For the avoidance of doubt, the The provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (ed) Any Event of Default hereunder may be waived upon the mutual agreement of the Company and the HolderParties.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) three two (32) Trading DaysBusiness Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 2.4 of this Note, or (ii) five (5) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(fSections 2.1(g), 2.1(i) or 2.1(j2.1(h), the Maker shall be obligated to pay to the Holder the Mandatory Default Premium Amount, which Mandatory Default Premium Amount shall be immediately earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Holder. In the event Maturity Date, upon conversion, redemption or prepayment of this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of or the date on which all amounts owing hereunder have been accelerated in accordance with the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Periodterms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading Days (2) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure of the Maker to cure If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the time permitted by Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 2.4 of this Note Note, or (including the time periods set forth ii) five (5) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in 2.2(aSections 2.1(a), 2.1(g), or if 2.1(h), the Holder may at any time at its option, declare the Mandatory Premium Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default is not capable of being cureddescribed above, the remedies provided Holder, in this Note including the use its sole and absolute discretion, may: (a) from time-to-time demand that all or a portion of the Alternative Mandatory Premium Amount be converted into shares of Common Stock at a price per share equal to the lesser of (i) the then applicable Conversion Price and (ii) sixty percent (60%) of the lowest daily VWAP in the fifteen (15) Trading Days ending on the date of the delivery of the applicable Conversion Notice. Upon the occurrence of an Event of Default described in clauses Sections 2.1(i) or (j) above, the Mandatory Premium Amount shall continue become immediately due and not payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be affected exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by any cure. (d) statute or otherwise. For the avoidance of doubtdoubt upon the occurrence of any Event of Default, the provisions of Section 3.2(b) and (c) Conversion Price shall also apply upon any Events of Default relating to Conversion Shares in addition not be subject to the remedies Floor Price, and the Holder may engage in conversions under this Section 2.2Note at a price per share below the Floor Price. (e) Any Event of Default hereunder may be waived upon the mutual agreement of the Company and the Holder.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within (i) three (3) Trading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f2.1(g), 2.1(i2.1(j) or 2.1(j2.1(k), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately due and payable to the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion PricePrice then in effect. For this purposeIn lieu of receiving Conversion Shares, the Holder shall have the option to have the Alternative Conversion Price determined may use Pre-Delivery shares as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Periodprovided in Section 4.4. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading Days of after the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Subject to Section 2.2(a), upon the occurrence of any Event of Default, the Holder may at any time at its option declare, by written notice to the Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable within two Trading Days of receipt of such notice. Upon the failure of the Maker to cure an Event of Default within the time permitted by this Note (including the time periods set forth in 2.2(a))Note, or if the Event of Default is not capable of being cured, the remedies provided in this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (d) For the avoidance of doubt, the The provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual written agreement of the Company and the Holder.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within (i) three (3) Trading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f), 2.1(i2.1(j) or 2.1(j2.1(k), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately due and payable to the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Period. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two three (3) Trading Days of after the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Subject to Section 2.2(a), upon the occurrence of any Event of Default, the Holder may at any time at its option declare, by written notice to the Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable within two (2) Trading Days of receipt of such notice. Upon the failure of the Maker to cure an Event of Default within the time permitted by this Note (including the time periods set forth in 2.2(a))Note, or if the Event of Default is not capable of being cured, the remedies provided in this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (d) For the avoidance of doubt, the The provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual agreement of the Company and the Holder.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within (i) three (3) Trading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f2.1(g), 2.1(i2.1(j) or 2.1(j2.1(k), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately due and payable to the Holder. In the event this Note Advance shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion PriceSubscription Price then in effect. For this purposeIn lieu of receiving Subscription Shares, the Holder shall have the option to have the Alternative Conversion Price determined may use Pre-Delivery shares as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Periodprovided in Section 4.4. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two three Trading Days of after the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Subject to Section 2.2(a), upon the occurrence of any Event of Default, the Holder may at any time at its option declare, by written notice to the Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable within three Trading Days of receipt of such notice. Upon the failure of the Maker to cure an Event of Default within the time permitted by this Note (including the time periods set forth in 2.2(a))Advance, or if the Event of Default is not capable of being cured, the remedies provided in this Note including the use of the Alternative Conversion Price Advance shall continue and not be affected by any cure. (d) For the avoidance of doubt, the The provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Subscription Shares in addition to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual written agreement of the Company and the Holder.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within Default, interest will be payable on the Note at a rate equal to the greater of: (i) three twenty-four percent (324%) Trading Days, provided, however, that there shall be no cure period for an per annum; and (ii) the maximum rate permitted by applicable law (“Interest Upon Default Amount”). Such interest will accrue from the first date of the Event of Default described in Section 2.1(f), 2.1(i) or 2.1(j), on the Maker shall be obligated to pay to the Holder the Mandatory Default outstanding Principal Amount, which Mandatory Default Amount shall be immediately due and payable to for as long as the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, will not have been remedied. The Maker must pay this amount of interest on the Holder shall have the option to convert the Mandatory Default outstanding Principal Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Conversion Notice was given to the Maker, and such option shall continue such that Investor on a monthly basis in arrears on the Holder may continue to use the Alternative Conversion Price during the Pricing Periodlast day of each calendar month following Event of Default. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading Days of the occurrence one (1) Business Day of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure occurrence and during the continuance of an Event of Default, the Holder may at any time at its option (1) declare that the Interest Upon Default Amount has become applicable, without presentment, demand, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker and (2) exercise all other rights and remedies available to cure it under the Transaction Documents; provided, however, that upon the occurrence of an Event of Default within the time permitted by this Note (including the time periods set forth in 2.2(a)), or if the Event of Default is not capable of being cureddescribed above, the remedies provided Holder, in this Note including the use its sole and absolute discretion, may exercise or otherwise enforce any one or more of the Alternative Conversion Price shall continue Holder’s rights, powers, privileges, remedies and not be affected by any cure. (d) For the avoidance of doubtinterests under this Note, the provisions Purchase Agreement, the other Transaction Documents or applicable law. No course of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to delay on the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual agreement part of the Company and Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within the later of (i) three the applicable cure period set forth in Section 2.1 above, (3ii) Trading Daystwo (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Section 3.2 of this Note, or (iii) ten (10) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f2.1(g), 2.1(i) or 2.1(j2.1(h), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Holder. In the event Maturity Date, upon conversion, redemption or prepayment of this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of or the date on which all amounts owing hereunder have been accelerated in accordance with the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Periodterms hereof. (b) Upon the occurrence of any Event of DefaultDefault known to the Maker, the Maker shall, as promptly as possible but in any event within two Trading (2) Business Days of the occurrence of such Event of DefaultDefault known to the Maker, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure of the Maker to cure If an Event of Default shall have occurred and shall not have been remedied within the time permitted by this Note (including the time cure periods set forth in 2.2(a)Section 2.1 above; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(g), or if 2.1(h), the Holder may at any time at its option, subject to receiving the prior written consent of the Requisite Holder, declare the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, but subject to receiving the prior written consent of the Requisite Holder, may: (a) from time-to-time demand that all or a portion of the Outstanding Principal Amount be converted into shares of Common Stock the Conversion Price then in effect on the date of such demand; and provided, further however, that the conversion right set forth in this clause (a) shall not be exercisable by the Holder if, prior to such right being exercised, the Event of Default is not in question if capable of being cured, the remedies provided in this Note including the use has been cured, or (b) exercise or otherwise enforce any one or more of the Alternative Conversion Price shall continue Holder’s rights, powers, privileges, remedies and not be affected by any cure. (d) For the avoidance of doubtinterests under this Note, the provisions Purchase Agreement, the other Transaction Documents or applicable law. Upon the occurrence of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any an Event of Default hereunder may be described in clauses Sections 2.1(h) or (i) above, the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived upon by the mutual agreement Maker. No course of delay on the part of the Company and Holder (including because the Holder has not obtained the consent of the Requisite Holders) shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) three five (35) Trading DaysBusiness Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) seven (7) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f2.1(h), or 2.1(i) or 2.1(j), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Maturity Date, upon conversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof (provided all payments shall be subject to the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as provisions of the date the Conversion Notice was given Purchase Agreement with respect to the Maker, and such option shall continue such that holders of the Holder may continue to use the Alternative Conversion Price during the Pricing PeriodOther Notes). (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading (2) Business Days of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure of the Maker to cure If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the time permitted by Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note Note, or (including the time periods set forth ii) seven (7) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in 2.2(a)Section 2.1(h), or if 2.1(i), the Holder may at any time at its option, subject to receiving the prior written consent of the Requisite Holder, declare all or a portion of the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default is not capable of being cureddescribed above, the remedies provided Holder, in this Note including its sole and absolute discretion, but subject to receiving the use prior written consent of the Alternative Requisite Holder, may: (a) from time-to-time demand that all or a portion of the Mandatory Default Amount be converted into Ordinary Shares at a price per share equal to the lesser of (i) the then applicable Conversion Price shall continue and not be affected by any cure. (d) For the avoidance of doubt, the provisions of Section 3.2(b) and (cii) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any then applicable Event of Default hereunder may be waived upon Discount Price. For purposes of this Note “Event of Default Discount Price” shall mean the mutual agreement average of the Company and three lowest daily VWAPs (which need not be consecutive) in the Holderfifteen (15) Trading Days ending on the date of the delivery of the applicable Conversion Notice multiplied by eighty percent (80%).

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within (i) three (3) Trading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f), 2.1(i) or 2.1(j), provided, further, that there shall be no cure period for an Event of Default described in Section 2.1(f) (other than the time period set forth in Section 3.2(c)), the Maker shall shall, then and there, be obligated to pay to the Holder (i) the Mandatory Default Amount, which Mandatory Default Amount shall be immediately due and payable to the HolderHolder and (ii) the sum of five thousand Dollars ($5,000.00) as liquidated damages and not as a penalty, as the damages that would be suffered by the Holder for the Company’s failure may not be easily calculable. In the event If this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Period. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading Days of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Subject to Section 2.2(a), upon the occurrence of any Event of Default, the Holder may at any time at its option declare, by written notice to the Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable within two Trading Days of receipt of such notice. Upon the failure of the Maker to cure an Event of Default within the time permitted by this Note (including the time periods set forth in 2.2(a))Note, or if the Event of Default is not capable of being cured, the remedies provided in this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (d) For the avoidance of doubt, the The provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual agreement of the Company and the Holder.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within (i) three (3) Trading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f), 2.1(i2.1(j) or 2.1(j2.1(k), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately due and payable to the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Period. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two three (3) Trading Days of after the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Subject to Section 2.2(a), upon the occurrence of any Event of Default, the Holder may at any time at its option declare, by written notice to the Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable within two (2) Trading Days of receipt of such notice. Upon the failure of the Maker to cure an Event of Default within the time permitted by this Note (including the time periods set forth in 2.2(a))Note, or if the Event of Default is not capable of being cured, the remedies provided in this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (d) For the avoidance of doubt, the The provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual agreement of the Company and the Holder.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) three two (32) Trading DaysBusiness Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f2.1(i), 2.1(i2.1(j) or 2.1(j2.1(k), the Maker shall be obligated pay interest on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to pay to twelve percent (12%) per annum (the Holder the Mandatory “Default Amount, which Mandatory Default Amount Interest Rate”). Accrued and unpaid interest (including interest on past due interest) shall be immediately due and payable to the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Periodupon demand. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading Days one (1) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure of the Maker to cure If an Event of Default shall have occurred and shall not have been remedied within the time permitted by this Note (including the time periods set forth in 2.2(a)), or if the i) two (2) Business Days for an Event of Default is not capable occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of being curedthe Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or2.1(k), the remedies provided in Holder may at any time at its option declare the entire unpaid principal balance of this Note including plus all accrued interest thereon (if any) due and payable, and thereupon, the use same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Alternative Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price shall continue and not be affected (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by any cure. (d) For the avoidance Holder of doubt, the provisions applicable notice of Section 3.2(b) and conversion; or (c) shall also apply upon exercise or otherwise enforce any Events one or more of Default relating to Conversion Shares in addition to the Holder’s rights, powers, privileges, remedies and interests under this Section 2.2. Note, the Purchase Agreement, the other Transaction Documents or applicable law and (ey) Any upon the occurrence of an Event of Default hereunder may be described in clauses (k) or (l) above, all amounts owing under this Note shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived upon by the mutual agreement Maker. No course of delay on the part of the Company and Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) three two (32) Trading DaysBusiness Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) five (5) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(fSections 2.1(g), 2.1(i) or 2.1(j2.1(h), the Maker shall be obligated to pay to the Holder the Mandatory Default Premium Amount, which Mandatory Default Premium Amount shall be immediately earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Holder. In the event Maturity Date, upon conversion, redemption or prepayment of this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of or the date on which all amounts owing hereunder have been accelerated in accordance with the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Periodterms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading Days (2) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure of the Maker to cure If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the time permitted by Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note Note, or (including the time periods set forth ii) five (5) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in 2.2(aSections 2.1(a), 2.1(g), or if 2.1(h), the Holder may at any time at its option, declare the Mandatory Premium Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default is not capable of being cureddescribed above, the remedies provided Holder, in this Note including the use its sole and absolute discretion, may: (a) from time-to-time demand that all or a portion of the Alternative Mandatory Premium Amount be converted into shares of Common Stock at a price per share equal to the lesser of (i) the then applicable Conversion Price and (ii) sixty percent (60%) of the lowest daily VWAP in the fifteen (15) Trading Days ending on the date of the delivery of the applicable Conversion Notice. Upon the occurrence of an Event of Default described in clauses Sections 2.1(h) or (i) above, the Mandatory Premium Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. For the avoidance of doubt upon the occurrence of any Event of Default, the Conversion Price shall continue and not be affected by any curesubject to the Floor Price, and the Holder may engage in conversions under this Note at a price per share below the Floor Price. (d) For Further to the avoidance foregoing, for each of doubt, Event of Default that shall have occurred the provisions percentage in clause (ii) of definition of Conversion Price in Section 3.2(b) and (c5.13(a) shall also apply upon any Events be lowered by ten percent (10%), and shall remain lowered even if such Event of Default relating to Conversion Shares in addition to the remedies under this Section 2.2is remedied, if capable of being remedied. (e) Any While any Event of Default remains unremedied in addition to any other amounts owing hereunder may be waived upon the mutual agreement of the Company and shall pay to the HolderHolder a $25,000 monthly monitoring fee in respect of such Event of Default.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) three (3) Trading DaysBusiness Days following the Company becoming aware of such Event of Default or the Holder notifying the Company in writing of the occurrence of such Event of Default, whichever is earlier, for an Event of Default described in Section 2.1(a), 2.1(c), 2.1(d), 2.1(i), or 2.1(m) or for an Event of Default occurring by the Company’s failure to comply with Section 3.2 of this Note, or (ii) ten (10) Business Days following the Company becoming aware of such Event of Default or the Holder notifying the Company in writing of the occurrence of such Event of Default, whichever is earlier, for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f2.1(i), 2.1(i2.1(k) or 2.1(j2.1(t), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Holder. In the event Maturity Date, upon conversion, redemption or prepayment of this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of or the date on which all amounts owing hereunder have been accelerated in accordance with the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Periodterms hereof. (b) Upon the occurrence of any Event of DefaultDefault of which the Maker becomes aware, the Maker shall, as promptly as possible but in any event within two Trading Days one (1) Business Day of the Maker becoming aware of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure of the Maker to cure If an Event of Default shall have occurred and shall not have been remedied within (i) three (3) Business Days following the time permitted by this Note (including Company becoming aware of such Event of Default or the time periods set forth Holder notifying the Company in 2.2(awriting of the occurrence of such Event of Default, whichever is earlier, for an Event of Default described in Section 2.1(a), 2.1(c), 2.1(d), 2.1(i), or if the 2.1(m) or for an Event of Default is not capable occurring by the Company’s failure to comply with Section 3.2 of being curedthis Note, or (ii) ten (10) Business Days following the remedies provided in this Note including the use Company becoming aware of the Alternative Conversion Price shall continue and not be affected by any cure. (d) For the avoidance of doubt, the provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any such Event of Default hereunder or the Holder notifying the Company in writing of the occurrence of such Event of Default, whichever is earlier, for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(k), or 2.1(t). The Holder may at any time at its option (1) declare the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker and (2) exercise all other rights and remedies available to it under the Transaction Documents; provided, however, that (x) upon the mutual agreement occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) from time-to-time demand that all or a portion of the Company Outstanding Principal Amount be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion or (b) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (j) or (k) above, the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) three two (32) Trading DaysBusiness Days following the Company becoming aware of such Event of Default or the Holder notifying the Company in writing of the occurrence of such Event of Default, whichever is earlier, for an Event of Default described in Section 2.1(a), 2.1(c), 2.1(d), 2.1(i), or 2.1(m) or for an Event of Default occurring by the Company’s failure to comply with Section 3.2 of this Note, or (ii) ten (10) Business Days following the Company becoming aware of such Event of Default or the Holder notifying the Company in writing of the occurrence of such Event of Default, whichever is earlier, for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f2.1(i), 2.1(i2.1(k) or 2.1(j2.1(t), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Holder. In the event Maturity Date, upon conversion, redemption or prepayment of this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of or the date on which all amounts owing hereunder have been accelerated in accordance with the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Periodterms hereof. (b) Upon the occurrence of any Event of DefaultDefault of which the Maker becomes aware, the Maker shall, as promptly as possible but in any event within two Trading Days one (1) Business Day of the Maker becoming aware of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure of the Maker to cure If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days following the time permitted by this Note (including Company becoming aware of such Event of Default or the time periods set forth Holder notifying the Company in 2.2(awriting of the occurrence of such Event of Default, whichever is earlier, for an Event of Default described in Section 2.1(a), 2.1(c), 2.1(d), 2.1(i), or if the 2.1(m) or for an Event of Default is not capable occurring by the Company’s failure to comply with Section 3.2 of being curedthis Note, or (ii) ten (10) Business Days following the remedies provided in this Note including the use Company becoming aware of the Alternative Conversion Price shall continue and not be affected by any cure. (d) For the avoidance of doubt, the provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any such Event of Default hereunder or the Holder notifying the Company in writing of the occurrence of such Event of Default, whichever is earlier, for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(k), or 2.1(t). the Holder may at any time at its option (1) declare the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker and (2) exercise all other rights and remedies available to it under the Transaction Documents; provided, however, that (x) upon the mutual agreement occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) from time-to-time demand that all or a portion of the Company Outstanding Principal Amount be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion or (b) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (j) or (k) above, the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied remedied, if reasonably capable of being remedied, or waived within (i) three (3) ten Trading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f), 2.1(i) or 2.1(j), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately due and payable to the Holder. In the event this Note ; provided, however, that there shall be converted whenever no cure period for an Event of Default has occurred and is continuing without curedescribed in Section 2.1(g), the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Period.2.1(j) or 2.1(k (ba) Upon the occurrence of any Event of DefaultDefault known to the Maker, the Maker shall, as promptly as possible but in any event within two Trading Days of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (cb) Subject to Section 2.2(a), upon the occurrence of any Event of Default that has not been remedied, if reasonably capable of being remedied, or waived within three Trading Days, the Holder may at any time at its option declare, by written notice to the Maker, the Mandatory Default Amount due and payable, and thereupon, the Maturity Date shall be accelerated and so due and payable within three Trading Days of receipt of such notice. Upon the failure of the Maker to cure an Event of Default within the time permitted by this Note (including the time periods set forth in 2.2(a))Note, or if the Event of Default is not capable of being cured, the remedies provided in this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (dc) For the avoidance of doubt, the The provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual agreement of the Company and the Holder.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) three two (32) Trading DaysBusiness Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f2.1(i), 2.1(i) or 2.1(j), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Maturity Date, upon conversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof (provided all payments shall be subject to the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as provisions of the date the Conversion Notice was given Purchase Agreement with respect to the Maker, and such option shall continue such that holders of the Holder may continue to use the Alternative Conversion Price during the Pricing PeriodOther Notes). (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading Days (2) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure of the Maker to cure If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), or 2.1(j), the Holder may at any time at its option, subject to receiving the prior written consent of the Requisite Holder, declare the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, but subject to receiving the prior written consent of the Requisite Holder, may: (a) from time-to-time demand that all or a portion of the Outstanding Principal Amount be converted into Conversion Shares at a price per share equal to 0.80 times the Market Price; provided, that, if at the time permitted of such demand the Market Price is less than the Floor Price, and the Company desires to exercise a right to waive the Floor Price and issue Conversion Shares at less than the Floor Price, then in lieu of receiving such demanded portion of the Outstanding Principal Amount in Conversion Shares, the Holder may elect to receive a cash payment derived by this Note multiplying (including i) the time periods number of Conversion Shares which would have been required to be delivered pursuant to the above provisions by (ii) the VWAP of the Ordinary Shares on the last Trading Day prior to the date of such demand; and provided, further however, that the conversion right set forth in 2.2(a))this clause (a) shall not be exercisable by the Holder if, or if prior to such right being exercised, the Event of Default is not in question if capable of being cured, the remedies provided in this Note including the use has been cured, or (b) exercise or otherwise enforce any one or more of the Alternative Conversion Price Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law. Upon the occurrence of an Event of Default described in clauses Sections 2.1(i) or (j) above, the Mandatory Default Amount shall continue become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder (including because the Holder has not obtained the consent of the Requisite Holders) shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be affected exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by any cure. (d) For the avoidance of doubt, statute or otherwise. All payments shall be subject to the provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition the Purchase Agreement with respect to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual agreement holders of the Company and the HolderOther Notes.

Remedies Upon an Event of Default. (a) Upon the occurrence and during the continuance of any Event of Default that has Default, default interest shall accrue only on amounts then due and payable and not been remedied within (i) three (3) Trading Days, provided, however, that there timely paid under this Note and shall be no cure period for an commence only on the date such Event of Default described in Section 2.1(f), 2.1(i) or 2.1(j), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately due and payable to the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Conversion Notice was given continues beyond any applicable cure period after written notice thereof to the Maker, at a default rate per annum equal to the interest rate otherwise applicable to this Note plus two percent (2%) per annum until such Event of Default is cured or all such overdue amounts are paid in full. Default interest shall accrue on a simple interest basis only and shall not compound. Notwithstanding the foregoing, no default interest shall accrue on any amount that is subject to a bona fide good faith dispute until the final, non-appealable resolution of such option shall continue such dispute adverse to the Maker, provided that the Holder may continue Maker pays such amount within five (5) Business Days thereafter. If the Event of Default is cured within five (5) Business Days following expiration of the applicable cure period, any default interest that would have otherwise accrued with respect to use such Event of Default shall be waived. If the Alternative Conversion Price during Event of Default is cured, such default interest shall cease to accrue from and after the Pricing Perioddate of cure. (b) Upon any of the Maker’s executive officers (as defined in Rule 3b-7 under the Securities Exchange Act of 1934, as amended) having actual knowledge of the occurrence of any material Event of DefaultDefault which is not cured within any applicable cure period and which is continuing after the expiration of any applicable cure period, the Maker shall, as promptly as possible but in any event within two Trading seven (7) Business Days of the occurrence after such executive officer obtains such actual knowledge of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant in reasonable detail (without any requirement to identify specific subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure of citations); provided, however, that if the Maker reasonably determines it necessary or advisable, the Maker shall be permitted up to cure an Event of Default within the time permitted by this Note ten (including the time periods set forth in 2.2(a))10) Business Days to conduct a reasonable internal investigation prior to providing such notice, or if provided that the Event of Default is not capable thereby aggravated. Any notice provided pursuant to this Section shall not be deemed an admission by the Maker that an Event of being curedDefault has occurred or is continuing. Failure to deliver a notice pursuant to this Section 2.2(b) shall not, in and of itself, constitute a separate Event of Default or expand the remedies available to the Holder. The Holder shall keep confidential any notice delivered pursuant to this Section 2.2(b) and any information contained therein, subject to the confidentiality obligations under the Purchase Agreement. (c) If an Event of Default continues after the applicable notice and cure periods, the remedies provided Holder may accelerate only for (i) non-payment of due amounts or (ii) a material breach not promptly curable, in each case upon written notice. Any acceleration shall be automatically rescinded and this Note including reinstated upon cure and payment of overdue amounts, subject to Section 2.2(g). The Holder shall not have the use right to accelerate for technical, administrative or de minimis matters that do not materially and adversely affect the Holder. Notwithstanding the foregoing, with respect to any Event of the Alternative Conversion Price Default under Section 2.1(d), or an involuntary proceeding under Section 2.1(e) that remains undismissed or unstayed for ninety (90) days, all obligations shall continue become immediately due and not be affected by any curepayable, subject to applicable insolvency law. (d) For No course of delay on the avoidance part of doubt, the provisions Holder shall operate as a waiver thereof or otherwise prejudice the rights of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies Holder. Any discretion exercised by the Holder under this Section 2.22.2 shall be exercised reasonably and in good faith. (e) Any No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Notwithstanding the foregoing, there shall be no duplication or double counting of remedies for the same default and period, and equitable remedies shall be available only upon a showing of irreparable harm and shall be proportionate to the injury alleged. (f) Except in the case of any Event of Default hereunder may be waived upon described in Section 2.1(d) or Section 2.1(e), the mutual agreement Holder shall not commence enforcement action until ten (10) Business Days after delivering a written demand that specifies in reasonable detail the Event of Default, the Company cure required, and the precise amounts then claimed overdue with reasonable supporting detail; provided that nothing herein shall preclude the Holder from taking action reasonably necessary to preserve rights that would otherwise be materially prejudiced during such period. The parties shall confer in good faith during such standstill to resolve the Event of Default. (g) If an acceleration is rescinded pursuant to Section 2.2(c), the Maker shall be obligated only for the Holder’s reasonable and documented out-of-pocket enforcement expenses actually incurred prior to cure, and no default interest shall accrue or be payable for any period after the date of cure and reinstatement.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) three two (32) Trading DaysBusiness Days following the Company becoming aware of such Event of Default or the Holder notifying the Company in writing of the occurrence of such Event of Default, whichever is earlier, for an Event of Default described in Section 2.1(a), 2.1(c), 2.1(d), 2.1(i), or 2.1(m) or for an Event of Default occurring by the Company’s failure to comply with Section 3.2 of this Note, or (ii) ten (10) Business Days following the Company becoming aware of such Event of Default or the Holder notifying the Company in writing of the occurrence of such Event of Default, whichever is earlier, for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f2.1(i), 2.1(i2.1(k) or 2.1(j2.1(t), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Holder. In the event Maturity Date, upon conversion, redemption or prepayment of this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of or the date on which all amounts owing hereunder have been accelerated in accordance with the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Periodterms hereof. (b) Upon the occurrence of any Event of DefaultDefault of which the Maker becomes aware, the Maker shall, as promptly as possible but in any event within two Trading Days one (1) Business Day of the Maker becoming aware of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure of the Maker to cure If an Event of Default shall have occurred and shall not have been remedied within (i) three (3) Business Days following the time permitted by this Note (including Company becoming aware of such Event of Default or the time periods set forth Holder notifying the Company in 2.2(awriting of the occurrence of such Event of Default, whichever is earlier, for an Event of Default described in Section 2.1(a), 2.1(c), 2.1(d), 2.1(i), or if the 2.1(m) or for an Event of Default is not capable occurring by the Company’s failure to comply with Section 3.2 of being curedthis Note, or (ii) ten (10) Business Days following the remedies provided in this Note including the use Company becoming aware of the Alternative Conversion Price shall continue and not be affected by any cure. (d) For the avoidance of doubt, the provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any such Event of Default hereunder or the Holder notifying the Company in writing of the occurrence of such Event of Default, whichever is earlier, for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(k), or 2.1(t). The Holder may at any time at its option (1) declare the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker and (2) exercise all other rights and remedies available to it under the Transaction Documents; provided, however, that (x) upon the mutual agreement occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) from time-to-time demand that all or a portion of the Company Outstanding Principal Amount be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion or (b) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (j) or (k) above, the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within (i) three (3) ten Trading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f), 2.1(i2.1(j) or 2.1(j2.1(k), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately due and payable to the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Period. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading Days of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Subject to Section 2.2(a), upon the occurrence of any Event of Default, the Holder may at any time at its option declare, by written notice to the Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable within two Trading Days of receipt of such notice. Upon the failure of the Maker to cure an Event of Default within the time permitted by this Note (including the time periods set forth in 2.2(a))Note, or if the Event of Default is not capable of being cured, the remedies provided in this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (d) For the avoidance of doubt, the The provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual agreement of the Company and the Holder.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied remedied, if reasonably capable of being remedied, or waived within (i) three (3) Trading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f), 2.1(i) or 2.1(j), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately due and payable to the Holder; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(g), 2.1(j) or 2.1(k). In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Period. (b) Upon the occurrence of any Event of DefaultDefault known to the Maker, the Maker shall, as promptly as possible but in any event within two Trading Days of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Subject to Section 2.2(a), upon the occurrence of any Event of Default that has not been remedied, if reasonably capable of being remedied, or waived within three Trading Days, the Holder may at any time at its option declare, by written notice to the Maker, the Mandatory Default Amount due and payable, and thereupon, the Maturity Date shall be accelerated and so due and payable within three Trading Days of receipt of such notice. Upon the failure of the Maker to cure an Event of Default within the time permitted by this Note (including the time periods set forth in 2.2(a))Note, or if the Event of Default is not capable of being cured, the remedies provided in this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (d) For the avoidance of doubt, the The provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual agreement of the Company and the Holder.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within (i) three (3) Trading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f2.1(g), 2.1(i2.1(j) or 2.1(j2.1(k), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately due and payable to the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion PricePrice then in effect. For this purposeIn lieu of receiving Conversion Shares, the Holder shall have the option to have the Alternative Conversion Price determined may use Pre-Delivery shares as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Periodprovided in Section 4.4. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading Days of after the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) This Section 3.2(c) shall only apply if the Holder does not have any Pre-Delivery Shares available to use. Subject to Section 2.2(a), upon the occurrence of any Event of Default, the Holder may at any time at its option declare, by written notice to the Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable within two Trading Days of receipt of such notice. Upon the failure of the Maker to cure an Event of Default within the time permitted by this Note (including the time periods set forth in 2.2(a))Note, or if the Event of Default is not capable of being cured, the remedies provided in this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (d) For the avoidance of doubt, the The provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual written agreement of the Company and the Holder.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) three two (32) Trading DaysBusiness Days for an Event of Default occurring by the Company’s failure to comply with [Section 7.1(c)] of the Purchase Agreement or Section 4.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f2.1(i), 2.1(i2.1(j) or 2.1(j2.1(k), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Holder. In the event Maturity Date, upon conversion, redemption or prepayment of this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of or the date on which all amounts owing hereunder have been accelerated in accordance with the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Periodterms hereof. (b) Upon the occurrence of any Event of Default, if any Investor alleges in writing a claim of breach, the Maker shall, as promptly as possible but in any event within two Trading Days one (1) Business Day of the occurrence receipt of such Event claim, furnish a copy of Default, such claim to the Holder and notify the Holder the Maker’s response thereto. Thereafter, if the Requisite Holders join with the initiating noteholder, then the Requisite Holders shall select a noteholder representative (the “Representative”) to represent their interests hereunder and under the other Transaction Documents. The Representative shall thereafter be able to act on behalf of the occurrence holders of such Event the Notes and pursue remedies under the Notes and the other Transaction Documents, amend or waive the Notes and the other Transaction Documents or otherwise act on behalf of Default, describing the event or factual situation giving rise to holders of the Event of Default Notes hereunder and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurredthereunder. (c) Upon the failure of the Maker to cure If an Event of Default shall have occurred and shall not have been remedied within the time permitted by this Note (including the time periods set forth in 2.2(a)), or if the i) two (2) Business Days for an Event of Default is not capable of being cured, occurring by the remedies provided in this Note including the use Company’s failure to comply with Section 7.1(c) of the Alternative Conversion Price shall continue and not be affected by any cure. Purchase Agreement or Section 4.2 of this Note, or (dii) For the avoidance of doubt, the provisions of Section 3.2(bten (10) and (c) shall also apply upon any Business Days for all other Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Default, provided, however, that there shall be no cure period for an Event of Default hereunder described in Section 2.1(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, further, however, that (x) upon the mutual agreement occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) from time-to-time demand that all or a portion of the Company Outstanding Principal Amount be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion, which price shall not be lower than the Floor Price (as defined below); or (b) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (k) or (l) above, the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied remedied, if reasonably capable of being remedied, or waived within (i) three (3) five Trading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f), 2.1(i) or 2.1(j), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately due and payable to the Holder. In ; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(g), 2.1(j) or 2.1(k), in the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Period. (b) Upon the occurrence of any Event of DefaultDefault known to the Maker, the Maker shall, as promptly as possible but in any event within two Trading Days of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Subject to Section 2.2(a), upon the occurrence of any Event of Default that has not been remedied, if reasonably capable of being remedied, or waived within five Trading Days, the Holder may at any time at its option declare, by written notice to the Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable within five Trading Days of receipt of such notice. Upon the failure of the Maker to cure an Event of Default within the time permitted by this Note (including the time periods set forth in 2.2(a))Note, or if the Event of Default is not capable of being cured, the remedies provided in this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (d) For the avoidance of doubt, the The provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual agreement of the Company and the Holder.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) three two (32) Trading DaysBusiness Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f2.1(i), 2.1(i2.1(j) or 2.1(j2.1(k), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Holder. In the event Maturity Date, upon conversion, redemption or prepayment of this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of or the date on which all amounts owing hereunder have been accelerated in accordance with the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Periodterms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading Days one (1) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure of the Maker to cure If an Event of Default shall have occurred and shall not have been remedied within the time permitted by this Note (including the time periods set forth in 2.2(a)), or if the i) two (2) Business Days for an Event of Default is not capable of being cured, occurring by the remedies provided in this Note including the use Company’s failure to comply with Section 7.1(c) of the Alternative Conversion Price shall continue and not be affected by any cure. Purchase Agreement or Section 3.2 of this Note, or (dii) For the avoidance of doubt, the provisions of Section 3.2(bten (10) and (c) shall also apply upon any Business Days for all other Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Default, provided, however, that there shall be no cure period for an Event of Default hereunder described in Section 2.1(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, further, however, that (x) upon the mutual agreement occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) from time-to-time demand that all or a portion of the Company Outstanding Principal Amount be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion, which price shall not be lower than the Floor Price (as defined below); or (b) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (k) or (l) above, the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within the later of (i) three the applicable cure period set forth in Section 2.1 above, (3ii) Trading Daystwo (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Section 3.2 of this Note, or (iii) ten (10) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f2.1(i), 2.1(i) or 2.1(j), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Maturity Date, upon conversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof (provided all payments shall be subject to the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as provisions of the date the Conversion Notice was given Purchase Agreement with respect to the Maker, and such option shall continue such that holders of the Holder may continue to use the Alternative Conversion Price during the Pricing PeriodOther Notes). (b) Upon the occurrence of any Event of DefaultDefault known to the Maker, the Maker shall, as promptly as possible but in any event within two Trading (2) Business Days of the occurrence of such Event of DefaultDefault known to the Maker, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure of the Maker to cure If an Event of Default shall have occurred and shall not have been remedied within the time permitted by this Note (including the time cure periods set forth in 2.2(a)Section 2.1 above; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), or if 2.1(j), the Holder may at any time at its option, subject to receiving the prior written consent of the Requisite Holder, declare the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, but subject to receiving the prior written consent of the Requisite Holder, may: (a) from time-to-time demand that all or a portion of the Outstanding Principal Amount be converted into shares of Common Stock the Conversion Price then in effect on the date of such demand; and provided, further however, that the conversion right set forth in this clause (a) shall not be exercisable by the Holder if, prior to such right being exercised, the Event of Default is not in question if capable of being cured, the remedies provided in this Note including the use has been cured, or (b) exercise or otherwise enforce any one or more of the Alternative Conversion Price Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law. Upon the occurrence of an Event of Default described in clauses Sections 2.1(h) or (i) above, the Mandatory Default Amount shall continue become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder (including because the Holder has not obtained the consent of the Requisite Holders) shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be affected exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by any cure. (d) For the avoidance of doubt, statute or otherwise. All payments shall be subject to the provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition the Purchase Agreement with respect to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived upon the mutual agreement holders of the Company and the HolderOther Notes.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) three two (32) Trading DaysBusiness Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 4.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f2.1(i), 2.1(i2.1(j) or 2.1(j2.1(k), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Holder. In the event Maturity Date, upon conversion, redemption or prepayment of this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of or the date on which all amounts owing hereunder have been accelerated in accordance with the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Periodterms hereof. (b) Upon the occurrence of any Event of Default, if any Investor alleges in writing a claim of breach, the Maker shall, as promptly as possible but in any event within two Trading Days one (1) Business Day of the occurrence receipt of such Event claim, furnish a copy of Default, such claim to the Holder and notify the Holder the Maker’s response thereto. Thereafter, if the Requisite Holders join with the initiating noteholder, then the Requisite Holders shall select a noteholder representative (the “Representative”) to represent their interests hereunder and under the other Transaction Documents. The Representative shall thereafter be able to act on behalf of the occurrence holders of such Event the Notes and pursue remedies under the Notes and the other Transaction Documents, amend or waive the Notes and the other Transaction Documents or otherwise act on behalf of Default, describing the event or factual situation giving rise to holders of the Event of Default Notes hereunder and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurredthereunder. (c) Upon the failure of the Maker to cure If an Event of Default shall have occurred and shall not have been remedied within the time permitted by this Note (including the time periods set forth in 2.2(a)), or if the i) two (2) Business Days for an Event of Default is not capable of being cured, occurring by the remedies provided in this Note including the use Company’s failure to comply with Section 7.1(c) of the Alternative Conversion Price shall continue and not be affected by any cure. Purchase Agreement or Section 4.2 of this Note, or (dii) For the avoidance of doubt, the provisions of Section 3.2(bten (10) and (c) shall also apply upon any Business Days for all other Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Default, provided, however, that there shall be no cure period for an Event of Default hereunder described in Section 2.1(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, further, however, that (x) upon the mutual agreement occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) from time-to-time demand that all or a portion of the Company and Outstanding Principal Amount be converted into shares of Common Stock at the then- current Conversion Price; or (b) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (k) or (l) above, the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within (i) three (3) five Trading Days, ; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(f), 2.1(i2.1(k) or 2.1(j2.1(l), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately due and payable to the HolderHolder on the date the Event of Default giving rise thereto occurs. In the event this Note shall be converted whenever following the occurrence of an Event of Default has occurred and is continuing without cureDefault, the Holder shall have the option to convert the Mandatory Default Amount Amount, subject to the Floor Price, at the Alternative lesser of 70% of either of the following (representing a 30% discount): (i) the Market Conversion Price and (ii) the Acceleration Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Period. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading Days of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon the failure of the Maker Subject to cure an Event of Default within the time permitted by this Note (including the time periods set forth in Section 2.2(a)), or if the Event of Default is not capable of being cured, the remedies provided in this Note including Holder may at any time at its option declare, by written notice to the use of the Alternative Conversion Price shall continue and not be affected by any cure. (d) For the avoidance of doubtMaker, the provisions Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable within two Trading Days of Section 3.2(b) and (c) shall also apply upon any Events receipt of Default relating to Conversion Shares in addition to such notice by the remedies under this Section 2.2Maker. (e) Any Event of Default hereunder may be waived upon the mutual agreement of the Company and the Holder.

Remedies Upon an Event of Default. (a) Upon the occurrence of (i) any Event of Default under Sections 2.1(a), 2.1(j) or 2.1(k) hereof, (ii) any Event of Default resulting from the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement that has not been remedied within two (2) Business Days of written notice thereof, or (iii) any other Event of Default that has not been remedied within ten (i10) three Business Days of written notice thereof, the Maker shall pay interest on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to the lesser of eighteen percent (318%) Trading Daysper annum and the maximum rate permitted under applicable law (with such interest accruing from the date such Event of Default occurred) and, providedin addition, howeverif any Event of Default has occurred under Sections 2.1(a), that there shall be no cure period for 2.1(j) or 2.1(k) hereof (including, without limitation, an Event of Default described in under Section 2.1(f), 2.1(i2.1(a) arising as a result of an acceleration of all or 2.1(jany portion of the amounts owing under this Note), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Holder. In the event Maturity Date, upon conversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. Accrued and unpaid interest (including interest on past due interest) shall be converted whenever an due and payable upon demand. The Company acknowledges that there shall be no cure period or notice required with respect to any Event of Default has occurred and is continuing without cureunder Sections 2.1(a), the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Period2.1(j) or 2.1(k) hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two Trading Days one (1) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) Upon If (i) any Event of Default under Sections 2.1(a), 2.1(j) or 2.1(k) hereof occurs, (ii) any Event of Default resulting from the Company’s failure to comply with Section 7.1(c) of the Maker Purchase Agreement occurs and has not been remedied within two (2) Business Days of written notice thereof, or (iii) any other Event of Default has occurred that has not been remedied within ten (10) Business Days of written notice thereof, the Holder shall have the right, in its sole and absolute discretion, to cure declare all or any portion of the Outstanding Amount immediately due and payable in cash (and to the extent the Holder does not elect to declare the entire Outstanding Amount immediately due and payable in cash, the Holder has the right to thereafter declare all remaining amounts immediately due and payable in cash). In addition, upon the occurrence of an Event of Default within the time permitted by described in Sections 2.1(j) or 2.1(k) hereof, all amounts owing under this Note shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company. In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind (including other than the time periods set forth in 2.2(a)), or if Holder’s election to declare such acceleration unless such acceleration is automatic as a result of the occurrence of an Event of Default is not capable described in Sections 2.1(j) or 2.1(k) hereof), and the Holder may immediately and without expiration of being cured, any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Any acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the remedies provided in this Note including the use Holder shall have all rights as a holder of the Alternative Conversion Price shall continue and not be affected by any cure. (d) For Note until such time, if any, as the avoidance of doubt, the provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating Holder receives full payment pursuant to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any 2.2(c). No such rescission or annulment shall affect any subsequent Event of Default hereunder may be waived or impair any right consequent thereon. In addition, upon the mutual agreement occurrence of (i) any Event of Default under Sections 2.1(a), 2.1(j) or 2.1(k) hereof, (ii) any Event of Default resulting from the Company’s failure to comply with Section 7.1(c) of the Company and Purchase Agreement that has not been remedied within two (2) Business Days of written notice thereof, or (iii) any other Event of Default that has not been remedied within ten (10) Business Days of written notice thereof, the Holder, in its sole and absolute discretion, may exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreements, the other Transaction Documents and applicable law. The Company acknowledges that there shall be no cure period or notice required with respect to any Event of Default under Sections 2.1(a), 2.1(j) or 2.1(k) hereof. No course of dealing or delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Upon the payment in full of all amounts owing hereunder (including, without limitation, principal interest, the Mandatory Default Amount and all other amounts owing hereunder), the Holder shall promptly surrender this Note to or as directed by the Company.