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) two (2) Business 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(i), 2.1(j) or 2.1(k), the 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”). Accrued and unpaid interest (including interest on past due interest) shall be due and payable upon demand. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within 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) 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 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(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) 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 (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 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 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 (c) 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, 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 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) two three (23) Business 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 DefaultTrading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i2.1(f), 2.1(j2.1(i) or 2.1(k2.1(j), the Maker shall be obligated to pay interest on to the Outstanding Principal Holder the Mandatory Default Amount, which Mandatory Default Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest on past due interest) shall be immediately due and payable upon demandto 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 one (1) Business Day 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) If Upon the failure of the Maker to cure an Event of Default shall have occurred and shall not have been remedied within the time permitted by this Note (i) two (2) Business Days for an including the time periods set forth in 2.2(a)), or if the Event of Default occurring 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 Company’s failure to comply with Sections 5.1(cavoidance of doubt, the provisions of Section 3.2(b) and 7.1(c(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other shall also apply upon any Events of Default, provided, however, that there shall be no cure period for an Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Holder hereunder may at any time at its option declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) 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 (x) upon the occurrence mutual agreement of an Event of Default described above, the Company and 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 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 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 (c) 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, 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 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) (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two three (23) Business 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 DefaultTrading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i2.1(f), 2.1(j2.1(i) or 2.1(k2.1(j), the Maker shall be obligated to pay interest on to the Outstanding Principal Holder the Mandatory Default Amount, which Mandatory Default Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest on past due interest) shall be immediately due and payable upon demandto 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 one (1) Business Day 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) If Upon the failure of the Maker to cure an Event of Default shall have occurred and shall not have been remedied within the time permitted by this Note (i) two (2) Business Days for an including the time periods set forth in 2.2(a)), or if the Event of Default occurring 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 Company’s failure to comply with Sections 5.1(cavoidance of doubt, the provisions of Section 3.2(b) and 7.1(c(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other shall also apply upon any Events of Default, provided, however, that there shall be no cure period for an Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Holder hereunder may at any time at its option declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) 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 (x) upon the occurrence mutual agreement of an Event of Default described above, the Company and 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 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 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 (c) 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, 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 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) two three (23) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten seven (107) 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(i2.1(h), 2.1(j) or 2.1(k2.1(i), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, 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 provisions of the Purchase Agreement with respect to the holders of the Other Notes). (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one three (13) Business Day 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) If an Event of Default shall have occurred and shall not have been remedied within (i) two three (23) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten seven (107) 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(i2.1(h), 2.1(j) or 2.1(k2.1(i), the Holder may at any time at its option option, subject to receiving the prior written consent of the Requisite Holder, declare all or a portion of the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) 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 (x) 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 and only after all Class A Notes have been fully repaid or converted, 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 Outstanding Principal Mandatory Default Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock Ordinary Shares at a price per share equal to the lower lesser of (i) the then-current then applicable Conversion Price and (ii) eighty-percent (80%) the then applicable Event of Default Discount Price. For purposes of this Note “Event of Default Discount Price” shall mean the average of the three (3) lowest daily VWAPs during (which need not be consecutive) in the twenty fifteen (2015) Trading Days prior to ending on the date of the delivery by the Holder of the applicable notice Conversion Notice multiplied by sixty percent (60%), and which for the avoidance of conversion; or (c) exercise or otherwise enforce any one or more of doubt, may be less than 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 Floor Price. Upon the occurrence of an Event of Default described in clauses (kSections 2.1(h) or (li) above, all amounts owing under this Note 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 the Purchase Agreement with respect to the holders of the Other Notes.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two five (25) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten five (105) 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(i2.1(h), 2.1(j) or 2.1(k2.1(i), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, 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 provisions of the Purchase Agreement with respect to the holders of the Other Notes). (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one two (12) Business Day 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) 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 Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten five (105) 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(i2.1(h), 2.1(j) or 2.1(k2.1(i), the Holder may at any time at its option option, subject to receiving the prior written consent of the Requisite Holder, declare all or a portion of the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) 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 (x) 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) 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 Outstanding Principal Mandatory Default Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock Shares at a price per share equal to the lower lesser of (i) the then-current then applicable Conversion Price and (ii) eighty-percent (80%) the then applicable Event of Default Discount Price. For purposes of this Note “Event of Default Discount Price” shall mean the average of the three (3) lowest daily VWAPs during (which need not be consecutive) in the twenty fifteen (2015) Trading Days prior to ending on the date of the delivery by the Holder of the applicable notice of conversion; or Conversion Notice multiplied by eighty percent (c) 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 80%). Upon the occurrence of an Event of Default described in clauses (kSections 2.1(h) or (li) above, all amounts owing under this Note 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 the Purchase Agreement with respect to the holders of the Other Notes.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two three (23) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten seven (107) 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(i2.1(h), 2.1(j) or 2.1(k2.1(i), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, 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 provisions of the Purchase Agreement with respect to the holders of the Other Notes). (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one three (13) Business Day 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) If an Event of Default shall have occurred and shall not have been remedied within (i) two three (23) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten seven (107) 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(i2.1(h), 2.1(j) or 2.1(k2.1(i), the Holder may at any time at its option option, subject to receiving the prior written consent of the Requisite Holder, declare all or a portion of the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) 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 (x) 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) 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 Outstanding Principal Mandatory Default Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock Ordinary Shares at a price per share equal to the lower lesser of (i) the then-current then applicable Conversion Price and (ii) eighty-percent (80%) the then applicable Event of Default Discount Price. For purposes of this Note “Event of Default Discount Price” shall mean the average of the three (3) lowest daily VWAPs during (which need not be consecutive) in the twenty fifteen (2015) Trading Days prior to ending on the date of the delivery by the Holder of the applicable notice Conversion Notice multiplied by sixty percent (60%), and which for the avoidance of conversion; or (c) exercise or otherwise enforce any one or more of doubt, may be less than 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 Floor Price. Upon the occurrence of an Event of Default described in clauses (kSections 2.1(h) or (li) above, all amounts owing under this Note 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 the Purchase Agreement with respect to the holders of the Other Notes.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within three (i3) two (2) Business 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 DefaultTrading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Maker shall be obligated to pay interest on to the Outstanding Principal Holder the Mandatory Default Amount, which Mandatory Default Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest on past due interest) shall be immediately due and payable upon demandto 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 one three (13) Business Day of Trading Days 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) If an Subject to Section 2.2(a), upon the occurrence of any 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 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(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare declare, by written notice to the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or payable within two (2) Trading Days of receipt of such notice, all . Upon the failure of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of Maker to cure an Event of Default described above, within 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 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 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 permitted by the Holder of the applicable notice of conversion; or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, or if the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described is not capable of being cured, the remedies provided in clauses this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (kd) or (lThe provisions of Section 3.2(b) above, all amounts owing shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Note shall become immediately due and payable without presentment, demand, protest or other notice Section 2.2. (e) Any Event of any kind, all of which are hereby Default hereunder may be waived by upon the Maker. No course of delay on the part mutual agreement of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of 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) two (2) Business Days of written notice thereof for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this NoteAgreement, 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(i), 2.1(j) or 2.1(k), the 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 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 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. Accrued and unpaid interest (including interest on past due interest) shall be due and payable upon demand. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within 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) If an any Event of Default shall have occurred and shall that has not have 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 Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this NoteAgreement, 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(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare shall have the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) 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 (x) upon the occurrence of an Event of Default described above, the Holderright, 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 declare all or a any portion of the Outstanding Principal Amount plus all accrued interest thereon immediately due and payable in cash (if any) 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 extent the Holder of does not elect to declare the applicable notice of conversion; or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies entire Outstanding Amount immediately due and interests under this Notepayable in cash, the Purchase AgreementHolder has the right to thereafter declare all remaining amounts immediately due and payable in cash). In addition, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (kSections 2.1(j) or (l2.1(k) abovehereof, 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 MakerCompany. 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 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 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 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) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 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 DefaultDefault (the relevant period, providedthe “Applicable Cure Period”), provided however, that there shall be no cure period for an Event of Default described in Section Sections 2.1(a), 2.1(d), 2.1(i), 2.1(j) or 2.1(k)) hereof, the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one two (12) Business Day 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) If Upon the occurrence and during the continuance of 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 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(i), 2.1(j) or 2.1(k)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 entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without further presentment, demand, protest, protest or noticenotice (other than the Holder’s election to declare such acceleration), all of which are hereby expressly unconditionally and irrevocably waived by the MakerMaker and (2) exercise all other rights and remedies available to it under the Transaction Documents; 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 Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-then current Conversion Price and (ii) eightyeighty five-percent (8085%) 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 (cb) 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 (lSection 2.1(k) above, all amounts owing under this Note 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) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten five (105) 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(i2.1(h), 2.1(j) or 2.1(k2.1(i), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, 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 provisions of the Purchase Agreement with respect to the holders of the Other Notes). (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one two (12) Business Day 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) 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 Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten five (105) 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(i2.1(h), 2.1(j) or 2.1(k2.1(i), the Holder may at any time at its option option, subject to receiving the prior written consent of the Requisite Holder, declare all or a portion of the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) 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 (x) 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) 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 Outstanding Principal Mandatory Default Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at a price per share equal to the lower lesser of (i) the then-current then applicable Conversion Price and (ii) eighty-percent (80%) the then applicable Event of Default Discount Price. For purposes of this Note, “Event of Default Discount Price” shall mean the average of the three (3) lowest daily VWAPs during VWAP in the twenty ten (2010) Trading Days prior to ending on the date of the delivery by the Holder of the applicable notice of conversion; or Conversion Notice multiplied by eighty-five percent (c) 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 85%). Upon the occurrence of an Event of Default described in clauses (kSections 2.1(h) or (li) above, all amounts owing under this Note 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 the Purchase Agreement with respect to the holders of the Other Notes.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two (2) Business Days for If an Event of Default occurring by has occurred and is continuing: (a) The non-defaulting Members may seek specific performance of any covenant or agreement contained herein, and may seek to enjoin the Company’s failure breach of any covenant or agreement. It is acknowledged that in such event it would be impossible to measure in money the damages that would be suffered if the parties hereto fail to comply with Sections 5.1(c) and 7.1(c) any of the Purchase Agreement or Section 3.2 obligations imposed herein on them and that, in the event of any such failure, an aggrieved party hereto will be irreparably damaged and will not have an adequate remedy at law. In addition to being entitled to exercise all rights granted by law, any such party shall therefore, be entitled to equitable relief from any court having jurisdiction over such dispute, and if any action should be brought in equity to enforce any of the provisions of this NoteAgreement, or (ii) ten (10) Business Days for all other Events none of Default, provided, however, the parties shall raise the defense that there shall be no cure period for is an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Maker shall pay interest on the Outstanding Principal Amount hereunder adequate remedy at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest on past due interest) shall be due and payable upon demand.law; and (b) Upon Each non-defaulting Member shall be entitled to recover from the occurrence defaulting Member in an appropriate proceeding any and all claims, damages, losses, liabilities and expenses of any Event of Defaultwhatever nature (including reasonable attorneys' fees and disbursements) (collectively, "Damages") suffered or incurred by the Maker shall, Company or the non-defaulting Members as promptly as possible but in any event within one (1) Business Day of the occurrence a result of such Event of Default, notify the Holder . No punitive damages shall be awarded as a result of the occurrence of such Event of Default, describing the event or factual situation giving rise to the an Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurredhereunder. (c) If an the Event of Default arises from the Bankruptcy of a Member, no less than five Business Days after the commencement of a Bankruptcy proceeding, whether Voluntary or Involuntary, such Member shall provide notice of its offer to sell to all non-defaulting Members (the "Default Sale Notice") all but not less than all of the Membership Interest of the Company held by such defaulting Member. Each non-defaulting Member shall have occurred and shall the option within forty-five days of receiving the Default Sale Notice (the "Acceptance Period") to purchase all, but not have been remedied within less than all, of its pro rata share (i) two (2) Business Days for an Event based on the number of Default occurring Membership Interests held by such non-defaulting Member as compared to the Company’s failure to comply with Sections 5.1(c) and 7.1(ctotal number of Membership Interests held by all non-defaulting Members) of the Purchase Agreement or Section 3.2 Membership Interests offered. The price of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there the Membership Interests offered by the defaulting Member shall be no cure period for an Event the Fair Value of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Holder may at such Membership Interests less any time at its option declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) 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 Damages incurred by the Maker; provided, however, non-defaulting Member 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 are recoverable pursuant to Section 3.5(a) hereof; (b) from time-to-time demand 10.2(b). If such offer to purchase is accepted such that all of the Membership Interests of the defaulting Member are purchased, and at least two Members remain, such Bankruptcy shall not be a Dissolution Event. (d) Each non-defaulting Member shall if it so desires, exercise its rights under Section 10.2(c) by delivering to the defaulting Member written notice of election (the "Acceptance Agreement") prior to 5:00 p.m., Eastern standard time, on or a before the last day of the Acceptance Period. By delivering the Acceptance Agreement, the non-defaulting Member agrees to purchase, and the defaulting Member agrees to sell, that portion of the Outstanding Principal Amount plus all accrued interest thereon (if anydefaulting Member's Membership Interests which corresponds to the defaulting Member's pro rata share. The Acceptance Agreement shall identify the committed source of financing for such purchase or provide evidence that the non-defaulting Member is able to effect the purchase. The completion of the sale pursuant to Section 10.2(c) shall occur on a date to be converted into shares of Common Stock at mutually agreed between the lower defaulting Member and the non-defaulting Member(s), but in no event later than five Business Days after the latter of (i) the then-current Conversion Price and delivery date of the Acceptance Agreement or (ii) eighty-percent (80%) the date on which the last of any required regulatory approvals in connection with such transaction is received. All payments of the average purchase price for a transaction pursuant to Section 10.2(c) shall be made by wire transfer of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior immediately available funds to the delivery an account or accounts designated by the Holder of defaulting Member for such purpose. (e) If the applicable notice of conversion; or (c) 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 arises from a Transfer that is not a Permitted Transfer, the transferring Member shall take or cause to be taken all action necessary to reverse such Transfer. (kf) In addition to the foregoing remedies, each defaulting Member hereby agrees to indemnify, defend and hold harmless each non-defaulting Member, the Company, their Affiliates and their respective partners, officers, directors, agents, representatives, employees and trustees ("Indemnified Parties") from and against all Damages arising out of or (l) above, all amounts owing under this Note shall become immediately due and payable without presentment, demand, protest or other notice related to such Event 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 otherwiseDefault.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within (i) two (2) Business 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 Defaultthree Trading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k)) and none for Section 2.1(l) beyond the 10 days contained therein, the Maker shall be obligated to pay interest on to the Outstanding Principal Holder the Mandatory Default Amount, which Mandatory Default Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest on past due interest) shall be immediately due and payable upon demandto the Holder. In the event this Note shall be converted under an Event of Default, 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. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day of three Trading Days 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) If an Subject to Section 2.2(a), upon the occurrence of any 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 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(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare declare, by written notice to the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or payable within two Trading Days of receipt of such notice, all . Upon the failure of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of Maker to cure an Event of Default described above, within 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 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 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 permitted by the Holder of the applicable notice of conversion; or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, or if the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described is not capable of being cured, the remedies provided in clauses this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (kd) or (lThe provisions of Section 3.2(b) above, all amounts owing shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Note shall become immediately due and payable without presentment, demand, protest or other notice Section 2.2. (e) Any Event of any kind, all of which are hereby Default hereunder may be waived by upon the Maker. No course of delay on the part mutual agreement of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of 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 or waived within three (i3) two (2) Business 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 DefaultTrading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i2.1(g), 2.1(j) or 2.1(k), the Maker shall be obligated to pay interest on to the Outstanding Principal Holder the Mandatory Default Amount, which Mandatory Default Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest on past due interest) shall be immediately due and payable upon demandto 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 one three (13) Business Day of Trading Days 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) If an Subject to Section 2.2(a), upon the occurrence of any 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 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(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare declare, by written notice to the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or payable within three (3) Trading Days of receipt of such notice, all . Upon the failure of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of Maker to cure an Event of Default described above, within 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 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 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 permitted by the Holder of the applicable notice of conversion; or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, or if the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described is not capable of being cured, the remedies provided in clauses this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (kd) or (lThe provisions of Section 3.2(b) above, all amounts owing shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Note shall become immediately due and payable without presentment, demand, protest or other notice Section 2.2. (e) Any Event of any kind, all of which are hereby Default hereunder may be waived by upon the Maker. No course of delay on the part mutual agreement of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of 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) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 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) or 2.1(k), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, 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 provisions of the Purchase Agreement with respect to the holders of the Other Notes). (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one two (12) 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) 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 Sections 5.1(c) and 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) or 2.1(k), the Holder may at any time at its option option, subject to receiving the prior written consent of the Requisite Holder, declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) 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 (x) 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) 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 Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock Ordinary Shares at a price per share equal to 0.80 times the Market Price; provided, that, if at the lower time 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 multiplying (i) the then-current Conversion Price and number of Ordinary Shares which would have been required to be delivered pursuant to the above provisions by (ii) eighty-percent (80%) the VWAP of the average of Ordinary Shares on the three (3) lowest daily VWAPs during the twenty (20) last Trading Days Day prior to the delivery 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 the applicable notice Default in question if capable of conversion; being cured, has been cured, or (cb) 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 law. Upon the occurrence of an Event of Default described in clauses (kSections 2.1(i) or (lj) above, all amounts owing under this Note 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 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. All payments shall be subject to the provisions of the Purchase Agreement with respect to the holders of the Other Notes.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 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), 2.1(j) or 2.1(k), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within 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) 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 Sections 5.1(c) and 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), 2.1(j) or 2.1(k), the Holder may at any time at its option declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) 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 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 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 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 (cb) 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, all amounts owing under this Note 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 three (i3) two (2) Business 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 DefaultTrading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Maker shall be obligated to pay interest on to the Outstanding Principal Holder the Mandatory Default Amount, which Mandatory Default Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest on past due interest) shall be immediately due and payable upon demandto 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 Conversion Price. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one three (13) Business Day of Trading Days 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) If an Subject to Section 2.2(a), upon the occurrence of any 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 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(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare declare, by written notice to the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protestpayable 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, or noticeif the Event of Default is not capable of being cured, all the remedies provided in this Note shall continue and not be affected by any cure. (d) The provisions of which are hereby expressly unconditionally Section 3.2(b) 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 irrevocably waived by agreed that in addition to other remedies available under this Section 2.2, the Maker; providedHolder 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, however, that (x) upon the occurrence of an Event of Default as described above, the Holder, in its sole and absolute discretion, may: Section 2.1 (av). (f) 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 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 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 (c) 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 Any Event of Default 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 hereunder may be waived by upon the Maker. No course of delay on the part mutual agreement of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of 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) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten five (105) 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(iSections 2.1(h), 2.1(j) or 2.1(k2.1(i), the Maker shall be obligated to pay interest to the Holder the Mandatory Premium Amount, which Mandatory Premium Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one two (12) 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) 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 Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten five (105) 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(iSections 2.1(a), 2.1(j) 2.1(h), or 2.1(k2.1(i), the Holder may at any time at its option option, declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) 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 (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 Outstanding Principal Mandatory Premium Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at a price per share equal to the lower lesser of (i) the then-current then applicable Conversion Price and (ii) eighty-sixty percent (8060%) of the average of the three (3) lowest daily VWAPs during VWAP in the twenty fifteen (2015) Trading Days prior to ending on the date of the delivery by the Holder of the applicable notice of conversion; or (c) 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 Conversion Notice. Upon the occurrence of an Event of Default described in clauses (kSections 2.1(h) or (li) above, all amounts owing under this Note 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 not be subject to the Floor Price, and the Holder may engage in conversions under this Note at a price per share below the Floor Price. (d) Further to the foregoing, for each of Event of Default that shall have occurred the percentage in clause (ii) of definition of Conversion Price in Section 5.13(a) shall be lowered by ten percent (10%), and shall remain lowered even if such Event of Default is remedied, if capable of being remedied. (e) While any Event of Default remains unremedied in addition to any other amounts owing hereunder the Company shall pay to the Holder 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) two (2) Business Trading 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 15 Trading 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) or 2.1(k2.1(j), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be payable to the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable upon demandon the Maturity Date subject to prior conversion using the Mandatory Default Amount and the 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 Default Conversion Price determined as of the date the Conversion Notice was given to the Maker, and it may use the 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 one (1) Business Day 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) 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 Subject 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(i), 2.1(j) or 2.1(k2.2(a), the Holder may at any time at its option declare declare, by written notice to the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payablepayable within two Trading Days of receipt of such notice; provided however that, without presentment, demand, protest, or within two Trading Days of receipt of such 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 Maker shall be permitted to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the 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 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 provide the Holder with evidence that the Default was cured within the required periods set forth in Section 2.2(a). (d) The provisions of the applicable notice of conversion; or Section 3.2(b) and (c) exercise or otherwise enforce shall also apply upon any one or more Events of Default relating to Conversion Shares in addition to 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, 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 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 otherwiseSection 2.2.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default, the Maker, at the request of the Holder, shall be obligated to pay to the Holder the Mandatory Default that has not been remedied within (i) two (2) Business Days for an Amount, which Mandatory Default Amount shall be earned by the Holder on the date the Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) giving rise thereto occurs 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(i), 2.1(j) or 2.1(k), the 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”). Accrued and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within 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 2.01 hereof under which such Event of Default has occurred. (c) If Upon the occurrence and during the continuance of 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 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(i), 2.1(j) or 2.1(k), the Holder may at any time at its option (1) declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the MakerMaker and (2) exercise all other rights and remedies available to it under the Transaction Documents; provided, however, that (x) upon the occurrence of an Event of Default described aboveabove or an event which with the passage of time may result in an Event of Default, the Holder, in its sole and absolute discretiondiscretion (without the obligation to provide notice of such Event of Default or potential Event of Default), 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 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 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; conversion or (cb) 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) aboveSection 2.01(k), all amounts owing under this Note 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. . (d) No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. . (e) 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) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 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(i2.1(g), 2.1(j) or 2.1(k2.1(h), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, 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 provisions of the Purchase Agreement with respect to the holders of the Other Notes). (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one two (12) 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) 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 Sections 5.1(c) and 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(i2.1(g), 2.1(j) or 2.1(k2.1(h), the Holder may at any time at its option option, subject to receiving the prior written consent of the Requisite Holders, declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) 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 (x) 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) 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 Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock Ordinary Shares at a price per share equal to 0.80 times the Market Price; provided, that, if at the lower time 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 multiplying (i) the then-current Conversion Price and number of Ordinary Shares which would have been required to be delivered pursuant to the above provisions by (ii) eighty-percent (80%) the VWAP of the average of the three (3) lowest daily VWAPs during the twenty (20) Ordinary Shares on last Trading Days Day prior to the delivery 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 the applicable notice Default in question if capable of conversion; being cured, has been cured, or (cb) 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 law. Upon the occurrence of an Event of Default described in clauses (ki) or (lj) above, all amounts owing under this Note 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 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. All payments shall be subject to the provisions of the Purchase Agreement with respect to the holders of the Other Notes.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within three (i3) two (2) Business 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 DefaultTrading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Maker shall be obligated to pay interest on to the Outstanding Principal Holder the Mandatory Default Amount, which Mandatory Default Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest on past due interest) shall be immediately due and payable upon demandto 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 one three (13) Business Day of Trading Days 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) If an Subject to Section 2.2(a), upon the occurrence of any 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 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(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare declare, by written notice to the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or payable within two (2) Trading Days of receipt of such notice, all . Upon the failure of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of Maker to cure an Event of Default described above, within 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 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 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 permitted by the Holder of the applicable notice of conversion; or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, or if the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described is not capable of being cured, the remedies provided in clauses this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (kd) or (lThe provisions of Section 3.2(b) above, all amounts owing shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Note shall become immediately due and payable without presentment, demand, protest or other notice Section 2.2. (e) Any Event of any kind, all of which are hereby Default hereunder may be waived by upon the Maker. No course of delay on the part mutual agreement of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of 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) two (2) 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 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 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 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(i), 2.1(j2.1(k) or 2.1(k2.1(t), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms 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 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) If an Event of Default shall have occurred and shall not have been remedied within (i) two three (23) 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 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 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 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(i), 2.1(j) or 2.1(k), the or 2.1(t). The Holder may at any time at its option (1) declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the MakerMaker and (2) exercise all other rights and remedies available to it under the Transaction Documents; 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 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 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; conversion or (cb) 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 (kj) or (lk) above, all amounts owing under this Note 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) two (2) Business Days for an Event remedied, if reasonably capable 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 Notebeing remedied, or (ii) ten (10) Business Days for all other Events of Defaultwaived within five Trading Days, 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(i2.1(g), 2.1(j) or 2.1(k), in the 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”). Accrued and unpaid interest (including interest on past due interest) event this Note shall be due converted whenever an Event of Default has occurred and payable upon demandis 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 one (1) Business Day 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) If an Subject to Section 2.2(a), upon the occurrence of any Event of Default shall have occurred and shall that has not have been remedied within (i) two (2) Business Days for an Event remedied, if reasonably capable 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 Notebeing remedied, 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) or 2.1(k)waived within five Trading Days, the Holder may at any time at its option declare declare, by written notice to the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or payable within five Trading Days of receipt of such notice, all . Upon the failure of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of Maker to cure an Event of Default described abovewithin the time permitted by this Note, or if the Event of Default is not capable of being cured, the Holder, remedies provided 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 including the use of the 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 Alternative Conversion Price shall continue and not be affected by any cure. (iid) eighty-percent (80%The provisions of Section 3.2(b) 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 and (c) exercise or otherwise enforce shall also apply upon any one or more Events of Default relating to Conversion Shares in addition to the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and Section 2.2. (ye) upon the occurrence of an Any Event of Default 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 hereunder may be waived by upon the Maker. No course of delay on the part mutual agreement of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of 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) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and [Section 7.1(c) )] of the Purchase Agreement or Section 3.2 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(i), 2.1(j) or 2.1(k), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms 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 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) 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 Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 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(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) 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 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 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 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 (cb) 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, all amounts owing under this Note 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) two (2) Business 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 DefaultTrading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k2.1(j), the Maker shall be obligated to pay interest on to the Outstanding Principal Holder the Mandatory Default Amount, which Mandatory Default Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest on past due interest) shall be immediately due and payable upon demandto the Holder. 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 one (1) Business Day 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) If an Subject to Section 2.2(a), upon the occurrence of any 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 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(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare declare, by written notice to the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or payable within two Trading Days of receipt of such notice, all . Upon the failure of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of Maker to cure an Event of Default described abovewithin the time permitted by this Note, or if the Event of Default is not capable of being cured, the Holder, remedies provided 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 including the use of the 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 Alternative Conversion Price shall continue and not be affected by any cure. (iid) eighty-percent (80%The provisions of Section 3.2(b) 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 and (c) exercise or otherwise enforce shall also apply upon any one or more Events of Default relating to Conversion Shares in addition to the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and Section 2.2. (ye) upon the occurrence of an Any Event of Default 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 hereunder may be waived by upon the Maker. No course of delay on the part mutual agreement of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of 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 or waived within (i) two (2) Business 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, five Trading Days; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j2.1(k) or 2.1(k2.1(l), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be payable to the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”)giving rise thereto occurs. Accrued and unpaid interest (including interest on past due interest) In the event this Note shall be due converted following the occurrence of an Event of Default, the Holder shall have the option to convert the Mandatory Default Amount, subject to the Floor Price, at the lesser of 70% of either of the following (representing a 30% discount): (i) the Market Conversion Price and payable upon demand(ii) the Acceleration Conversion Price. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day 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) 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 Subject 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(i), 2.1(j) or 2.1(k2.2(a), the Holder may at any time at its option declare declare, by written notice to the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Maker, 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 payable within two Trading Days of which are hereby expressly unconditionally and irrevocably waived receipt of such notice 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 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 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 (c) 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, 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 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) two (2) Business Days for an Event remedied, if reasonably capable 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 Notebeing remedied, or (ii) waived within ten (10) Business Days for all other Events of DefaultTrading Days, 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(i2.1(g), 2.1(j) or 2.1(k), the 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”). Accrued and unpaid interest (including interest on past due interest) shall be due and payable upon demand. (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 one (1) Business Day 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) If an Subject to Section 2.2(a), upon the occurrence of any Event of Default shall have occurred and shall that has not have been remedied within (i) two (2) Business Days for an Event remedied, if reasonably capable 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 Notebeing remedied, 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) or 2.1(k)waived within three Trading Days, the Holder may at any time at its option declare declare, by written notice to the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Maker, the Mandatory Default Amount due and payable, and thereupon, the same Maturity Date shall be accelerated and so due and payable, without presentment, demand, protest, or payable within three Trading Days of receipt of such notice, all . Upon the failure of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of Maker to cure an Event of Default described abovewithin the time permitted by this Note, or if the Event of Default is not capable of being cured, the Holder, remedies provided 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 including the use of the 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 Alternative Conversion Price shall continue 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 not be affected by the Holder of the applicable notice of conversion; or any cure. (c) exercise or otherwise enforce The provisions of Section 3.2(b) and (c) shall also apply upon any one or more Events of Default relating to Conversion Shares in addition to 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, 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 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 otherwiseSection 2.2.

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) the applicable cure period set forth in Section 2.1 above, (ii) two (2) Business 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 (iiiii) 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) or 2.1(k), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, 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 provisions of the Purchase Agreement with respect to the holders of the Other 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 one two (12) Business Day of the occurrence Days 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) 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 Sections 5.1(c) and 7.1(c) of the Purchase Agreement or cure periods set forth in Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, 2.1 above; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), or 2.1(j) or 2.1(k), the Holder may at any time at its option option, subject to receiving the prior written consent of the Requisite Holder, declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) 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 (x) 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) 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 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 then in effect on the date of such demand; and provided, further however, that the conversion right set forth in this clause (iia) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery shall not be exercisable by the Holder if, prior to such right being exercised, the Event of the applicable notice Default in question if capable of conversion; being cured, has been cured, or (cb) 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 law. Upon the occurrence of an Event of Default described in clauses (kSections 2.1(h) or (li) above, all amounts owing under this Note 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 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. All payments shall be subject to the provisions of the Purchase Agreement with respect to the holders of the Other Notes.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 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), 2.1(j) or 2.1(k), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within 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) 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 Sections 5.1(c) and 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), 2.1(j) or 2.1(k), the Holder may at any time at its option declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) 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 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 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 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 (cb) 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, all amounts owing under this Note 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) two (2) Business 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(i), 2.1(j) or 2.1(k), the 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”). Accrued and unpaid interest (including interest on past due interest) shall be due and payable upon demand. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within 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) 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 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(i), 2.1(j) or 2.1(kor2.1(k), the Holder may at any time at its option declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) 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 (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 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 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 (c) 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, 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 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) two (2) Business 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 Defaultthree Trading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i) or 2.1(j), 2.1(jprovided, further, that there shall be no cure period for an Event of Default described in Section 2.1(f) or 2.1(k(other than the time period set forth in Section 3.2(c)), the Maker shall shall, then and there, be obligated to pay interest on to the Outstanding Principal Holder (i) the Mandatory Default Amount, which Mandatory Default Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest on past due interest) shall be immediately due and payable upon demandto the Holder 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. 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 one (1) Business Day 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) If an Subject to Section 2.2(a), upon the occurrence of any 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 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(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare declare, by written notice to the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or payable within two Trading Days of receipt of such notice, all . Upon the failure of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of Maker to cure an Event of Default described abovewithin the time permitted by this Note, or if the Event of Default is not capable of being cured, the Holder, remedies provided 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 including the use of the 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 Alternative Conversion Price shall continue and not be affected by any cure. (iid) eighty-percent (80%The provisions of Section 3.2(b) 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 and (c) exercise or otherwise enforce shall also apply upon any one or more Events of Default relating to Conversion Shares in addition to the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and Section 2.2. (ye) upon the occurrence of an Any Event of Default 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 hereunder may be waived by upon the Maker. No course of delay on the part mutual agreement of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of 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 or waived within three (i3) two (2) Business 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 DefaultTrading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i2.1(g), 2.1(j) or 2.1(k), the Maker shall be obligated to pay interest on to the Outstanding Principal Holder the Mandatory Default Amount, which Mandatory Default Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest on past due interest) shall be immediately due and payable upon demandto the Holder. In the event this 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 Subscription Price then in effect. In lieu of receiving Subscription Shares, the Holder may use Pre-Delivery shares as provided 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 one (1) Business Day of three Trading Days 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) If an Subject to Section 2.2(a), upon the occurrence of any 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 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(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare declare, by written notice to the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or payable within three Trading Days of receipt of such notice, all . Upon the failure of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of Maker to cure an Event of Default described abovewithin the time permitted by this Advance, or if 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 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 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 (c) 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 is not capable of being cured, the remedies provided in clauses this Advance shall continue and not be affected by any cure. (kd) or (lThe provisions of Section 3.2(b) above, all amounts owing shall also apply upon any Events of Default relating to Subscription Shares in addition to the remedies under this Note shall become immediately due and payable without presentment, demand, protest or other notice Section 2.2. (e) Any Event of any kind, all of which are hereby Default hereunder may be waived by upon the Maker. No course of delay on the part mutual written agreement of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of 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 or waived within three (i3) two (2) Business 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 DefaultTrading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Maker shall be obligated to pay interest on to the Outstanding Principal Holder the Mandatory Default Amount, which Mandatory Default Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest on past due interest) shall be immediately due and payable upon demandto 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 Conversion Price. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one three (13) Business Day of Trading Days 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) If an Subject to Section 2.2(a), upon the occurrence of any 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 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(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare declare, by written notice to the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or payable within two (2) Trading Days of receipt of such notice, all . Upon the failure of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of Maker to cure an Event of Default described above, within 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 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 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 permitted by the Holder of the applicable notice of conversion; or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, or if the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described is not capable of being cured, the remedies provided in clauses (k) or (l) above, all amounts owing under this Note shall become immediately due continue and payable without presentment, demand, protest or other notice not be affected by any cure. (d) The provisions of Section 3.2(b) shall also apply upon any kind, all Events of which are hereby Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived by upon the Maker. No course of delay on the part mutual agreement of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of 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 or waived within (i) two (2) Business 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 DefaultTrading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k2.1(j), the Maker shall be obligated to pay interest on to the Outstanding Principal Holder the Mandatory Default Amount, which Mandatory Default Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest on past due interest) shall be immediately due and payable upon demandto the Holder. 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 one two (12) Business Day 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) If an Subject to Section 2.2(a), upon the occurrence of any 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 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(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare declare, by written notice to the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or payable within two (2) Trading Days of receipt of such notice, all . Upon the failure of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of Maker to cure an Event of Default described abovewithin the time permitted by this Note, or if the Event of Default is not capable of being cured, the Holder, remedies provided 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 including the use of the 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 Alternative Conversion Price shall continue and not be affected by any cure. (iid) eighty-percent (80%The provisions of Section 3.2(b) 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 and (c) exercise or otherwise enforce shall also apply upon any one or more Events of Default relating to the Holder’s rights, powers, privileges, shares of Conversion Stock in addition to the remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and Section 2.2. (ye) upon the occurrence of an Any Event of Default 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 hereunder may be waived by upon the Maker. No course of delay on the part mutual agreement of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of 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) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 2.4 of this Note, or (ii) ten five (105) 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(iSections 2.1(g), 2.1(j) or 2.1(k2.1(h), the Maker shall be obligated to pay interest to the Holder the Mandatory Premium Amount, which Mandatory Premium Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one two (12) 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) 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 Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 2.4 of this Note, or (ii) ten five (105) 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(iSections 2.1(a), 2.1(j) 2.1(g), or 2.1(k2.1(h), the Holder may at any time at its option option, declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) 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 (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 Outstanding Principal Mandatory Premium Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at a price per share equal to the lower lesser of (i) the then-current then applicable Conversion Price and (ii) eighty-sixty percent (8060%) of the average of the three (3) lowest daily VWAPs during VWAP in the twenty fifteen (2015) Trading Days prior to ending on the date of the delivery by the Holder of the applicable notice of conversion; or (c) 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 Conversion Notice. Upon the occurrence of an Event of Default described in clauses (kSections 2.1(i) or (lj) above, all amounts owing under this Note 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 not be subject to the Floor Price, and the Holder may engage in conversions under this Note at a price per share below the Floor Price.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two three (23) 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 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 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 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(i), 2.1(j2.1(k) or 2.1(k2.1(t), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms 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 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) If an Event of Default shall have occurred and shall not have been remedied within (i) two three (23) 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 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 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 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(i), 2.1(j) or 2.1(k), the or 2.1(t). The Holder may at any time at its option (1) declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the MakerMaker and (2) exercise all other rights and remedies available to it under the Transaction Documents; 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 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 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; conversion or (cb) 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 (kj) or (lk) above, all amounts owing under this Note 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) the applicable cure period set forth in Section 2.1 above, (ii) two (2) Business 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 (iiiii) 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(i2.1(g), 2.1(j) or 2.1(k2.1(h), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms 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 one two (12) Business Day of the occurrence Days 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) 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 Sections 5.1(c) and 7.1(c) of the Purchase Agreement or cure periods set forth in Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, 2.1 above; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i2.1(g), 2.1(j) or 2.1(k2.1(h), the Holder may at any time at its option option, subject to receiving the prior written consent of the Requisite Holder, declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) 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 (x) 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) 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 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 then in effect on the date of such demand; and provided, further however, that the conversion right set forth in this clause (iia) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery shall not be exercisable by the Holder if, prior to such right being exercised, the Event of the applicable notice Default in question if capable of conversion; being cured, has been cured, or (cb) 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 law. Upon the occurrence of an Event of Default described in clauses (kSections 2.1(h) or (li) above, all amounts owing under this Note 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 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) two (2) Business Days for an Event of Default occurring by the Company’s 's failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten fifteen (1015) 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) or 2.1(k), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one two (12) Business Day Days of a senior officer of the Maker obtaining actual 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) If Upon the occurrence and during the continuance of 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 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(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or noticenotice (other than the Holder's election to declare such acceleration), 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 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 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 conversionPrice; or (cb) exercise or otherwise enforce any one or more of the Holder’s '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 (lSection 2.1(k) above, all amounts owing under this Note 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. Upon the payment in full of all amounts owing hereunder, the Holder shall promptly surrender this Note to or as directed by the Maker.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within (i) two (2) Business 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 DefaultTrading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Maker shall be obligated to pay interest on to the Outstanding Principal Holder the Mandatory Default Amount, which Mandatory Default Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest on past due interest) shall be immediately due and payable upon demandto 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 one (1) Business Day 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) If an Subject to Section 2.2(a), upon the occurrence of any 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 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(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare declare, by written notice to the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or payable within two Trading Days of receipt of such notice, all . Upon the failure of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of Maker to cure an Event of Default described abovewithin the time permitted by this Note, or if the Event of Default is not capable of being cured, the Holder, remedies provided 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 including the use of the 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 Alternative Conversion Price shall continue and not be affected by any cure. (iid) eighty-percent (80%The provisions of Section 3.2(b) 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 and (c) exercise or otherwise enforce shall also apply upon any one or more Events of Default relating to Conversion Shares in addition to the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and Section 2.2. (ye) upon the occurrence of an Any Event of Default 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 hereunder may be waived by upon the Maker. No course of delay on the part mutual agreement of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of 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) two (2) Business Days for an Event remedied, if reasonably capable 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 Notebeing remedied, or (ii) ten (10) Business Days for all other Events of Defaultwaived within three Trading Days, 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(i2.1(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 Maker Holder shall pay interest on have the Outstanding Principal option to convert the Mandatory Default Amount hereunder at an interest rate per annum at all times equal the Alternative Conversion Price. For this purpose, the Holder shall have the option to twelve percent (12%) per annum (have the “Default Interest Rate”). Accrued Alternative Conversion Price determined as of the date the Conversion Notice was given to the Maker, and unpaid interest (including interest on past due interest) such option shall be due and payable upon demandcontinue 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 one (1) Business Day 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) If an Subject to Section 2.2(a), upon the occurrence of any Event of Default shall have occurred and shall that has not have been remedied within (i) two (2) Business Days for an Event remedied, if reasonably capable 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 Notebeing remedied, 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) or 2.1(k)waived within three Trading Days, the Holder may at any time at its option declare declare, by written notice to the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Maker, the Mandatory Default Amount due and payable, and thereupon, the same Maturity Date shall be accelerated and so due and payable, without presentment, demand, protest, or payable within three Trading Days of receipt of such notice, all . Upon the failure of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of Maker to cure an Event of Default described abovewithin the time permitted by this Note, or if the Event of Default is not capable of being cured, the Holder, remedies provided 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 including the use of the 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 Alternative Conversion Price shall continue and not be affected by any cure. (iid) eighty-percent (80%The provisions of Section 3.2(b) 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 and (c) exercise or otherwise enforce shall also apply upon any one or more Events of Default relating to Conversion Shares in addition to 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, 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 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 otherwiseSection 2.2.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within three (i3) two (2) Business 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 DefaultTrading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i2.1(g), 2.1(j) or 2.1(k), the Maker shall be obligated to pay interest on to the Outstanding Principal Holder the Mandatory Default Amount, which Mandatory Default Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest on past due interest) shall be immediately due and payable upon demandto 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 Conversion Price then in effect. In lieu of receiving Conversion Shares, the Holder may use Pre-Delivery shares as provided 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 one (1) Business Day of two Trading Days 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) If an 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 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 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(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare declare, by written notice to the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or payable within two Trading Days of receipt of such notice, all . Upon the failure of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of Maker to cure an Event of Default described above, within 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 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 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 permitted by the Holder of the applicable notice of conversion; or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, or if the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described is not capable of being cured, the remedies provided in clauses (k) or (l) above, all amounts owing under this Note shall become immediately due continue and payable without presentment, demand, protest or other notice not be affected by any cure. (d) The provisions of Section 3.2(b) shall also apply upon any kind, all Events of which are hereby Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived by upon the Maker. No course of delay on the part mutual written agreement of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of 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 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) two (2) Business Days for an timely paid under this Note and shall commence only on the date such 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 continues beyond any applicable cure period for an Event of Default described in Section 2.1(i)after written notice thereof to the Maker, 2.1(j) or 2.1(k), the Maker shall pay interest on the Outstanding Principal Amount hereunder at an interest a default rate per annum at all times equal to twelve the interest rate otherwise applicable to this Note plus two percent (122%) 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 dispute adverse to the Maker, provided that the Maker pays such amount within five (5) Business Days thereafter. If the “Event of Default Interest Rate”). Accrued and unpaid is cured within five (5) Business Days following expiration of the applicable cure period, any default interest (including interest on past due interest) that would have otherwise accrued with respect to such Event of Default shall be due waived. If the Event of Default is cured, such default interest shall cease to accrue from and payable upon demandafter the date 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 one seven (17) Business Day of the occurrence Days 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 in reasonable detail (without any requirement to identify specific subsection citations); provided, however, that if the relevant subsection Maker reasonably determines it necessary or subsections advisable, the Maker shall be permitted up to ten (10) Business Days to conduct a reasonable internal investigation prior to providing such notice, provided that the Event of Default is not thereby aggravated. Any notice provided pursuant to this Section 2.1 hereof under which such shall not be deemed an admission by the Maker that an Event of Default has occurredoccurred 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 shall have occurred continues after the applicable notice and shall not have been remedied within cure periods, the Holder may accelerate only for (i) two (2) Business Days for an Event non-payment 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, due amounts or (ii) ten (10) Business Days for all other Events of Defaulta material breach not promptly curable, provided, however, that there in each case upon written notice. Any acceleration shall be no automatically rescinded and this Note reinstated upon cure period and payment of overdue amounts, subject to Section 2.2(g). The Holder shall not have the right to accelerate for an technical, administrative or de minimis matters that do not materially and adversely affect the Holder. Notwithstanding the foregoing, with respect to any Event of Default described in under Section 2.1(i2.1(d), 2.1(jor an involuntary proceeding under Section 2.1(e) that remains undismissed or 2.1(k), the Holder may at any time at its option declare the entire unpaid principal balance of this Note plus all accrued interest thereon unstayed for ninety (if any90) due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or noticedays, 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 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 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 (c) 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, all amounts owing under this Note obligations shall become immediately due and payable without presentmentpayable, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. subject to applicable insolvency law. (d) No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. Any discretion exercised by the Holder under this Section 2.2 shall be exercised reasonably and in good faith. (e) 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 described in Section 2.1(d) or Section 2.1(e), the 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 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) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 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(i), 2.1(j) or 2.1(k), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms 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 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) 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 Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 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(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) 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 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 Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-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 conversionPrice; or (cb) 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, all amounts owing under this Note 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) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten fifteen (1015) 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) or 2.1(k), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one two (12) Business Day Days of a senior officer of the Maker obtaining actual 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) If Upon the occurrence and during the continuance of 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 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(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or noticenotice (other than the Holder’s election to declare such acceleration), 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 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 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 conversionPrice; or (cb) 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 Section 2.1(j) or (k) or (l) above, all amounts owing under this Note 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. Upon the payment in full of all amounts owing hereunder, the Holder shall promptly surrender this Note to or as directed by the Maker.

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 (i) two (2) Business 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(i), 2.1(j) or 2.1(k)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 twelve the lesser of eighteen percent (1218%) per annum and the maximum rate permitted under applicable law (with such interest accruing from the “date such Event of Default Interest Rate”occurred) and, in addition, if any Event of Default has occurred under Sections 2.1(a), 2.1(j) or 2.1(k) hereof (including, without limitation, an Event of Default under Section 2.1(a) arising as a result of an acceleration of all or any 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 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. Accrued and unpaid interest (including interest on past due interest) shall be 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 under Sections 2.1(a), 2.1(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 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) If an (i) any Event of Default shall have occurred and shall not have been remedied within under Sections 2.1(a), 2.1(j) or 2.1(k) hereof occurs, (iii) two (2) Business Days for an any Event of Default occurring by resulting from the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 occurs and has not been remedied within two (2) Business Days of this Notewritten notice thereof, or (iiiii) any other Event of Default has occurred that has not been remedied within 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) or 2.1(k)written notice thereof, the Holder may at any time at its option declare shall have the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) 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 (x) upon the occurrence of an Event of Default described above, the Holderright, 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 declare all or a any portion of the Outstanding Principal Amount plus all accrued interest thereon immediately due and payable in cash (if any) 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 extent the Holder of does not elect to declare the applicable notice of conversion; or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies entire Outstanding Amount immediately due and interests under this Notepayable in cash, the Purchase AgreementHolder has the right to thereafter declare all remaining amounts immediately due and payable in cash). In addition, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (kSections 2.1(j) or (l2.1(k) abovehereof, 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 MakerCompany. 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 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 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 (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.

Remedies Upon an Event of Default. For purposes of this Security Agreement and the related Note an "Event of Default" shall include all of the following: (I) The failure to pay timely any monetary obligation of the Borrower owing to the Lender (including the obligations represented by the Note); (ii) The filing of any bankruptcy petition or pursuit of any other relief from creditors through any formal proceeding; (iii) The failure to timely report any material event adversely affecting the business, franchise or financial condition of the Borrower; (iv) The failure to timely satisfy any of the Obligations; (v) The breach of or failure to fully perform any provision of this Security Agreement, the Note or any document or instrument entered in connection with the granting, attachment or perfection of the interest in the Collateral created hereby; (vi) Any material variance from any quarterly projected revenue or expense item represented in the forecasted financial information provided to Lender in connection with any request for an advance (any variance of greater than (a) 20 percent from projected revenues; (b) 15 percent from projected expenses; or (c) 25 percent from projected cash flow shall be deemed material); or (vii) The default in any other obligation of any kind or character of the Borrower to the Lender not cured to Lender's reasonable satisfaction within five (5) days of default. Upon the occurrence and during the continuance of any Event of Default that has not been remedied within (i) two (2) Business 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(i), 2.1(j) or 2.1(k), the 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”). Accrued and unpaid interest (including interest on past due interest) shall be due and payable upon demand. (b) Upon the occurrence of any Event of Default, the Maker shallLender may, as promptly as possible but in any event within 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 addition 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) 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 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(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) due rights and payable, and thereupon, the same shall be accelerated and so due and payableremedies available under applicable law, without presentment, demand, protest, notice to or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) demand upon the occurrence of an Event of Default described aboveBorrower, 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 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 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 (c) exercise or otherwise enforce do any one or more of the Holder’s rightsfollowing: (a) Exercise any or all of the rights and remedies provided for by the applicable Uniform Commercial Code, powersspecifically including, privileges, remedies and interests under this Notewithout limitation, the Purchase Agreementright to possession of the Collateral and to recover the fees and expenses incurred by the Lender in the enforcement of this Security Agreement or in connection with the Borrower's redemption of the Collateral, including reasonable fees, expenses and the disbursements of attorneys and paralegals (including the allocated costs of inside counsel); (b) Require the Borrower to assemble the Collateral or any part thereof and make it available at one or more places as the Lender may designate and to deliver possession of the Collateral or any part thereof to the Lender, who shall have full right to enter upon any or all of the Borrower's premises and property to exercise the Lender's rights hereunder and to notify all account holders of Lender's superior entitlement to the Collateral; (c) Use, manage, operate and control the Collateral and the Borrower's business and property to preserve the Collateral or its value, including, without limitation, the other Transaction Documents rights to take possession of all of the Collateral, to exclude any third parties, whether or applicable law not claiming under the Borrower, from the Borrower's premises and property, to complete any unfinished Inventory, to make repairs, replacements, alterations, additions and improvements to the Collateral, and to dispose of all or any portion of the Collateral in the ordinary course of the Borrower's business; (yd) upon Use, in connection with any assembly, use or disposition of the occurrence of an Event of Default described in clauses (k) or (l) aboveCollateral, all amounts owing under this Note shall become immediately due and payable without presentmentany intellectual property, demand, protest Intangibles or other technical knowledge or process used or utilized from time to time by the Borrower; (e) Enforce one or more remedies hereunder, successively or concurrently, and such action shall not operate to estop or prevent the Lender from pursuing any other or further remedy which it may have, and any repossession or retaking or sale of the Collateral pursuant to the terms hereof shall not operate to release the Borrower from its obligations hereunder; (f) In connection with any public or private sale under the applicable Uniform Commercial Code, the Lender shall give the Borrower at least ten days' prior written notice of the time and place of any kindpublic sale of the Collateral or of the time after which any private sale or other intended disposition thereof may be made, which shall be deemed to be reasonable notice of such sale or other disposition. Such notice may be given to the Borrower in accordance with the provisions of Section 6.1 hereof; (g) Proceed by an action or actions at law or in equity, or without such action if permitted by applicable law, to foreclose this Security Agreement and sell the Collateral, or any portion thereof, pursuant to a judgment or decree of a court or courts of competent jurisdiction or without such order if permitted by applicable law; and (h) If the Lender recovers possession of all of which are hereby waived by the Maker. No course of delay on the or any part of the Holder shall operate as Collateral pursuant to a waiver thereof writ of possession or other judicial process, whether prejudgment or otherwise, the Lender may thereafter retain, sell or otherwise dispose of such Collateral in accordance with this Security Agreement or the applicable Uniform Commercial code, and following such retention, sale or other disposition, the Lender may voluntarily dismiss without prejudice the rights judicial action in which such writ of possession or other judicial process was issued. The Borrower hereby consents to the Holder. No remedy conferred hereby shall be exclusive voluntary dismissal by the Lender of such judicial action, and the Borrower further consents to the exoneration of any other remedy referred to herein or now or hereafter available at law, bond that the Lender file in equity, by statute or otherwisesuch action.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within three (i3) two (2) Business 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 DefaultTrading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i2.1(g), 2.1(j) or 2.1(k), the Maker shall be obligated to pay interest on to the Outstanding Principal Holder the Mandatory Default Amount, which Mandatory Default Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest on past due interest) shall be immediately due and payable upon demandto 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 Conversion Price then in effect. In lieu of receiving Conversion Shares, the Holder may use Pre-Delivery shares as provided 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 one (1) Business Day of two Trading Days 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) If an Subject to Section 2.2(a), upon the occurrence of any 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 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(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare declare, by written notice to the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or payable within two Trading Days of receipt of such notice, all . Upon the failure of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of Maker to cure an Event of Default described above, within 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 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 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 permitted by the Holder of the applicable notice of conversion; or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, or if the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described is not capable of being cured, the remedies provided in clauses (k) or (l) above, all amounts owing under this Note shall become immediately due continue and payable without presentment, demand, protest or other notice not be affected by any cure. (d) The provisions of Section 3.2(b) shall also apply upon any kind, all Events of which are hereby Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Event of Default hereunder may be waived by upon the Maker. No course of delay on the part mutual written agreement of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of 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) two (2) Business Days for an Event of Default occurring by the Company’s failure other than with respect 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 under Section 2.1(i), 2.1(j) or 2.1(k2.1(s), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within 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) If Upon the occurrence and during the continuance of an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for other than with respect to 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 under 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) or 2.1(k2.1(s), the Holder may at any time at its option (1) declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the MakerMaker and (2) exercise all other rights and remedies available to it under the Transaction Documents; provided, however, that (x) upon the occurrence of an Event of Default described above, including, without limitation, an Event of Default under Section 2.1(s), or an event which with the passage of time may result in an Event of Default, the Holder, in its sole and absolute discretiondiscretion (without the obligation to provide notice of such Event of Default or potential Event of Default), 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 Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock Ordinary Shares 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; conversion or (cb) 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 Section 2.1(j) or (k) or (l) above, all amounts owing under this Note 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. . (d) Without limiting the foregoing, the Monthly Payments shall be adjusted automatically to Five Hundred Thousand Dollars ($500,000) upon the occurrence and continuation of an Event of Default under Section 2.1(s) if such monthly payment is made in Repayment Shares. (e) No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. . (f) 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) two (2) Business three Trading Days for an or, with respect to the 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 described in Section 3.2 of this Note2.1(h), or two Trading Days (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(i2.1(j), 2.1(j2.1(k) or 2.1(k2.1(l)), the 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”). Accrued and unpaid interest (including interest on past due interest) Company shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately due and payable upon demandto the Holder, anything contained in any Transaction Document to the contrary notwithstanding. In the event this Advance Note shall be converted under an Event of Default, prior to (and in place of) any payment of the Mandatory Default Amount to the Holder, the Holder shall have the option to convert the aggregate outstanding Principal of this Advance Note at the Alternative Conversion Price (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 for such conversion is delivered by the Holder to the Company, rather than the date of such Event of Default. (b) Upon the occurrence of any Event of Default, the Maker Company shall, as promptly as possible but in any event within one (1) Business Day 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) If an 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. (d) Any 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 hereunder may be waived upon the Company’s failure to comply with Sections 5.1(c) and 7.1(c) mutual agreement 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), 2.1(j) or 2.1(k), the Holder may at any time at its option declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) 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 (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 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 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 (c) 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, 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 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 otherwiseParties.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 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) or 2.1(k), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, 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 provisions of the Purchase Agreement with respect to the holders of the Other Notes). (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one two (12) 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) 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 Sections 5.1(c) and 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) or 2.1(k), the Holder may at any time at its option option, subject to receiving the prior written consent of the Requisite Holder, declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) 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 (x) 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) 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 Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock Conversion Shares at a price per share equal to 0.80 times the Market Price; provided, that, if at the lower time 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 multiplying (i) the then-current number of Conversion Price and Shares which would have been required to be delivered pursuant to the above provisions by (ii) eighty-percent (80%) the VWAP of the average of Ordinary Shares on the three (3) lowest daily VWAPs during the twenty (20) last Trading Days Day prior to the delivery 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 the applicable notice Default in question if capable of conversion; being cured, has been cured, or (cb) 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 law. Upon the occurrence of an Event of Default described in clauses (kSections 2.1(i) or (lj) above, all amounts owing under this Note 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 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. All payments shall be subject to the provisions of the Purchase Agreement with respect to the holders of the Other Notes.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two five (25) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten seven (107) 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(i2.1(h), 2.1(j) or 2.1(k2.1(i), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, 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 provisions of the Purchase Agreement with respect to the holders of the Other Notes). (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one two (12) Business Day 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) 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 Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten seven (107) 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(i2.1(h), 2.1(j) or 2.1(k2.1(i), the Holder may at any time at its option option, subject to receiving the prior written consent of the Requisite Holder, declare all or a portion of the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) 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 (x) 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) 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 Outstanding Principal Mandatory Default Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock Ordinary Shares at a price per share equal to the lower lesser of (i) the then-current then applicable Conversion Price and (ii) eighty-percent (80%) the then applicable Event of Default Discount Price. For purposes of this Note “Event of Default Discount Price” shall mean the average of the three (3) lowest daily VWAPs during (which need not be consecutive) in the twenty fifteen (2015) Trading Days prior to ending on the date of the delivery by the Holder of the applicable notice of conversion; or Conversion Notice multiplied by eighty percent (c) 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, 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 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 otherwise80%).

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) two twenty-four percent (224%) Business Days 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 occurring by on the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of outstanding Principal Amount, for as long as 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), 2.1(j) or 2.1(k), the will not have been remedied. The Maker shall must pay this amount of interest on the Outstanding outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest Investor on past due interest) shall be due and payable upon demanda monthly basis in arrears on the last 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 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) If Upon the occurrence and during the continuance of 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 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(i), 2.1(j) or 2.1(k), the Holder may at any time at its option (1) declare that the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) due and payable, and thereupon, the same shall be accelerated and so due and payableInterest Upon Default Amount has become applicable, without presentment, demand, protest, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the MakerMaker and (2) exercise all other rights and remedies available to it under the Transaction Documents; 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 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 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 (c) may 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, 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 Makerlaw. 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) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten five (105) 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(iSections 2.1(g), 2.1(j) or 2.1(k2.1(h), the Maker shall be obligated to pay interest to the Holder the Mandatory Premium Amount, which Mandatory Premium Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one two (12) 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) 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 Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten five (105) 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(iSections 2.1(a), 2.1(j) 2.1(g), or 2.1(k2.1(h), the Holder may at any time at its option option, declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) 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 (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 Outstanding Principal Mandatory Premium Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at a price per share equal to the lower lesser of (i) the then-current then applicable Conversion Price and (ii) eighty-sixty percent (8060%) of the average of the three (3) lowest daily VWAPs during VWAP in the twenty fifteen (2015) Trading Days prior to ending on the date of the delivery by the Holder of the applicable notice of conversion; or (c) 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 Conversion Notice. Upon the occurrence of an Event of Default described in clauses (kSections 2.1(h) or (li) above, all amounts owing under this Note 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 not be subject to the Floor Price, and the Holder may engage in conversions under this Note at a price per share below the Floor Price. (d) Further to the foregoing, for each of Event of Default that shall have occurred the percentage in clause (ii) of definition of Conversion Price in Section 5.13(a) shall be lowered by ten percent (10%), and shall remain lowered even if such Event of Default is remedied, if capable of being remedied. (e) While any Event of Default remains unremedied in addition to any other amounts owing hereunder the Company shall pay to the Holder 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) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 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) or 2.1(k), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, 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 provisions of the Purchase Agreement with respect to the holders of the Other Notes). (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one two (12) 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) 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 Sections 5.1(c) and 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) or 2.1(k), the Holder may at any time at its option option, subject to receiving the prior written consent of the Requisite Holders, declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) 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 (x) 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) 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 Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock Ordinary Shares at a price per share equal to 0.80 times the Market Price; provided, that, if at the lower time 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 multiplying (i) the then-current Conversion Price and number of Ordinary Shares which would have been required to be delivered pursuant to the above provisions by (ii) eighty-percent (80%) the VWAP of the average of the three (3) lowest daily VWAPs during the twenty (20) Ordinary Shares on last Trading Days Day prior to the delivery 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 the applicable notice Default in question if capable of conversion; being cured, has been cured, or (cb) 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 law. Upon the occurrence of an Event of Default described in clauses (ki) or (lj) above, all amounts owing under this Note 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 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. All payments shall be subject to the provisions of the Purchase Agreement with respect to the holders of the Other Notes.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two (2) 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 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 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 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(i), 2.1(j2.1(k) or 2.1(k2.1(t), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms 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 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) If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) 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 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 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 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(i), 2.1(j) or 2.1(k), or 2.1(t). the Holder may at any time at its option (1) declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the MakerMaker and (2) exercise all other rights and remedies available to it under the Transaction Documents; 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 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 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; conversion or (cb) 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 (kj) or (lk) above, all amounts owing under this Note 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.