Common use of Amortization Payments Clause in Contracts

Amortization Payments. Starting on the six-month anniversary and ending on the eighteen-month anniversary of the issuance date of this Note, on the 15th and 30th date of each month therein (each an “Amortization Payment Date”), the Borrower shall redeem one-twenty-fourth (1/24th) of the face amount of this Note and guaranteed interest (each, an “Amortization Payment”) in accordance with the attached Amortization Schedule (Appendix A). Each Amortization Payment shall, at the option of the Company, be made in cash or Common Stock or a combination thereof pursuant to the Amortization Conversion Rate; provided, however, that in the event that all of the Equity Conditions are not met on that certain Amortization Payment Date, such payment in cash or Common Stock or some combination thereof shall be at the Holder’s option. In respect of payments made in cash, the prepayment premium, as set forth in Section 2(e), below shall apply. Notwithstanding the above, or anything to the contrary in this Note, i. upon the mutual written consent of the Company and the Purchaser, at any time prior to an Amortization Payment becoming due and payable, the Company and the Purchaser may agree that the Company may delay any such amortization payment by up to three weeks from its due day if such delay is accompanied by an additional 3% discount of the then-applicable Amortization Conversion Rate. In connection therewith, upon not less than three day’s written notice, the Purchaser may request that the Company delay payment of the next succeeding Amortization Payment by up to 45 days, subject to a further one-day written notice thereafter by the Purchaser for payment thereof or, at the Purchaser’s sole option, for conversion of some or all of such Amortization Payment into shares of the Company’s common stock. The Purchaser’s exercise, by itself, of any such delay option shall not result in any additional discount of the then-applicable Amortization Conversion Rate. The Company hereby unconditionally and irrevocably agrees to permit the Purchaser to exercise each and every such delay option. ii. the Purchaser, upon written notice to the Company, may, at any time or from time to time, request that the Company accelerate payment of the lesser of (i) thirty percent (30%) of the original principal amount of the Note and all accrued but unpaid interest thereon or (ii) the then-outstanding principal and all accrued but unpaid interest thereon; provided, however, that such accelerated payment(s), if any, (a) shall not be made in cash, but shall be made only in Common Stock, the conversion ratio thereof calculated at the then-current Conversion Price, (b) if so made, shall not accrue any prepayment premium, and (c) after application of such payment to interest, as set forth in clause (a) above, shall reduce the then-final amortization payment(s) due and owing under this Note.

Amortization Payments. Starting Commencing on the six-month anniversary date that is ninety (90) days after the Original Issue Date, and ending continuing on the eighteen-month anniversary first (1st) Trading Day of each of the issuance date of this Note, on the 15th and 30th date of each month therein following nine (9) successive months thereafter (each an “Amortization Redemption Payment Date”), the Borrower shall redeem one-twenty-fourth (1/24th) of the face until no principal amount of this Note and guaranteed interest is outstanding, the Company shall redeem (each, an “Amortization PaymentRedemption”), one-tenth (1/10th) in accordance with of the attached Original Principal Amount of this Note by paying to the Holder on each Amortization Schedule (Appendix A)Redemption Payment Date, the Amortization Redemption Payment Amount. Each Amortization Redemption Payment Amount shall, at the option of the Company, be made paid in cash whole or in part, in cash, or provided no Equity Conditions Failure, in shares of Common Stock at the lesser of (i) the Fixed Conversion Price, and (ii) the Amortization Conversion Rate. Notwithstanding anything to the contrary contained in this Section 2(d), the Holder, at its option, during each month that this Note remains outstanding, shall be entitled to accelerate up to three (3) future Amortization Redemptions and demand such corresponding Amortization Redemption Payment Amounts to be paid in Common Stock at the lesser of (i) the Fixed Conversion Price, and (ii) Amortization Conversion Rate. For example, if the first (1st) Amortization Redemption Payment Amount is due on November 15, 2018, the Holder, at its option, shall be entitled to accelerate all or any portion of the fourth (4th) Amortization Redemption Payment Amount (which originally would have been due on February 15, 2019), the third (3rd) Amortization Redemption Payment Amount (which originally would have been due on January 15, 2019), and the second (2nd) Amortization Redemption Payment Amount (which originally would have been due on December 15, 2018) and demand such payments at any time during the month of November, 2018, in Common Stock at the lesser of (i) the Fixed Conversion Rate, and (ii) the Amortization Conversion Rate. Furthermore, notwithstanding anything to the contrary contained in this Section 2(d), any Holder, at its option and without regard to the actions of any other Holder, shall be entitled to defer by delivery of written notice (each such notice, a combination thereof “Deferral Notice”) each and any Amortization Payment in its sole discretion and for as long as it wishes to defer such Amortization Payment and receive such payments in Common Stock pursuant to the Amortization Conversion Rate; provided, however, that in the event that all to be calculated as of the Equity Conditions are not met on that certain Amortization Payment Date, such payment in cash or Common Stock or some combination thereof delivery of the Deferral Notice. Such Deferral Notice shall be at the Holder’s option. In respect of payments made in cash, the prepayment premium, as set forth in Section 2(e), below shall apply. Notwithstanding the above, or anything to the contrary in this Note, i. effective upon the mutual written consent of the Company and the Purchaser, at any time prior to an Amortization Payment becoming due and payable, the Company and the Purchaser may agree that the Company may delay any such amortization payment by up to three weeks from its due day if such delay is accompanied by an additional 3% discount of the then-applicable Amortization Conversion Rate. In connection therewith, upon not less than three day’s written notice, the Purchaser may request that the Company delay payment of the next succeeding Amortization Payment by up to 45 days, subject to a further one-day written notice thereafter by the Purchaser for payment thereof or, at the Purchaser’s sole option, for conversion of some or all of such Amortization Payment into shares of the Company’s common stock. The Purchaser’s exercise, by itself, of any such delay option shall not result in any additional discount of the then-applicable Amortization Conversion Rate. The Company hereby unconditionally and irrevocably agrees to permit the Purchaser to exercise each and every such delay option. ii. the Purchaser, upon written notice delivery to the Company, may, at and any time or from time to time, request that the Company accelerate payment Amortization Payment shall be settled no later than two (2) Trading Days after delivery of the lesser of (i) thirty percent (30%) of Deferral Notice to the original principal amount of the Note and all accrued but unpaid interest thereon or (ii) the then-outstanding principal and all accrued but unpaid interest thereon; provided, however, that such accelerated payment(s), if any, (a) shall not be made in cash, but shall be made only in Common Stock, the conversion ratio thereof calculated at the then-current Conversion Price, (b) if so made, shall not accrue any prepayment premium, and (c) after application of such payment to interest, as set forth in clause (a) above, shall reduce the then-final amortization payment(s) due and owing under this NoteCompany.

Amortization Payments. Starting Commencing on the six-month anniversary date that is ninety (90) days after the Original Issue Date, and ending continuing on the eighteen-month anniversary first (1st) Trading Day of each of the issuance date of this Note, on the 15th and 30th date of each month therein following eight (8) successive months thereafter (each an “Amortization Redemption Payment Date”), the Borrower shall redeem one-twenty-fourth (1/24th) of the face until no principal amount of this Note and guaranteed interest is outstanding, the Company shall redeem (each, an “Amortization PaymentRedemption”), one-ninth (1/9th) of the Original Principal Amount of this Note in accordance with the attached Amortization Schedule attached as Annex B by paying to the Holder on each Amortization Redemption Payment Date, the Amortization Redemption Payment Amount in cash. Notwithstanding anything to the contrary contained in this Section 2(d), the Holder, at its option, shall be entitled to accelerate up to six (Appendix A6) future Amortization Redemptions and demand such corresponding Amortization Redemption Payment Amounts to be paid in Common Stock at the lesser of (i) the Fixed Conversion Price, and (ii) Amortization Conversion Rate. In the event that the Holder elects to accelerate an Amortization Redemption Payment, such accelerated Amortization Redemption Payment shall be applied to, and in the order of, the last scheduled Amortization Redemption Payment then due. Furthermore, notwithstanding anything to the contrary contained in this Section 2(d). Each , any Holder, at its option and without regard to the actions of any other Holder, shall be entitled to defer by delivery of written notice (each such notice, a “Deferral Notice”) each and any Amortization Payment shall, at the option of the Company, be made in cash or its sole discretion and for as long as it wishes to defer such Amortization Payment and receive such payments in Common Stock or a combination thereof pursuant to the Amortization Conversion Rate; provided, however, that in the event that all to be calculated as of the Equity Conditions are not met on that certain Amortization Payment Date, such payment in cash or Common Stock or some combination thereof delivery of the Deferral Notice. Such Deferral Notice shall be at the Holder’s option. In respect of payments made in cash, the prepayment premium, as set forth in Section 2(e), below shall apply. Notwithstanding the above, or anything to the contrary in this Note, i. effective upon the mutual written consent of the Company and the Purchaser, at any time prior to an Amortization Payment becoming due and payable, the Company and the Purchaser may agree that the Company may delay any such amortization payment by up to three weeks from its due day if such delay is accompanied by an additional 3% discount of the then-applicable Amortization Conversion Rate. In connection therewith, upon not less than three day’s written notice, the Purchaser may request that the Company delay payment of the next succeeding Amortization Payment by up to 45 days, subject to a further one-day written notice thereafter by the Purchaser for payment thereof or, at the Purchaser’s sole option, for conversion of some or all of such Amortization Payment into shares of the Company’s common stock. The Purchaser’s exercise, by itself, of any such delay option shall not result in any additional discount of the then-applicable Amortization Conversion Rate. The Company hereby unconditionally and irrevocably agrees to permit the Purchaser to exercise each and every such delay option. ii. the Purchaser, upon written notice delivery to the Company, mayand any Amortization Payment shall be settled no later than two (2) Trading Days after delivery of the Deferral Notice to the Company. In addition, in the event the Company shall fail to make any monthly amortization payment as provided in this Section 2(d), the Holder at any time shall be entitled to convert an amount, in whole or from time in part, equal to time, request that the Company accelerate payment of the lesser sum of (i) thirty percent one-ninth (30%1/9th) of the original Original Principal Amount of this Note, (ii) 100% of all accrued and unpaid interest on the principal amount of this Note that is subject to such Amortization Redemption, (iii) 100% of the Make-Whole Amount payable in respect of the principal amount of this Note that is subject to such Amortization Redemption (as applicable), and (iv) all accrued but unpaid interest thereon or liquidated damages, costs of collection and other amounts payable in respect of this Note as of the applicable Amortization Redemption Payment Date for such Amortization Redemption, into shares of Common Stock at the lower of (i) the Fixed Conversion Price and (ii) the then-outstanding principal and all accrued but unpaid interest thereon; provided, however, that such accelerated payment(s), if any, (a) shall not be made in cash, but shall be made only in Common Stock, the conversion ratio thereof calculated at the then-current Amortization Conversion Price, (b) if so made, shall not accrue any prepayment premium, and (c) after application of such payment to interest, as set forth in clause (a) above, shall reduce the then-final amortization payment(s) due and owing under this Note.

Amortization Payments. Starting On March 9, 2018 and on the six-month anniversary and ending on the eighteen-month anniversary of the issuance date of this Note, on the 15th and 30th date 9th day of each subsequent month therein through the Maturity Date (each an “Amortization Payment Date”), the Borrower shall Holder may redeem one-twenty-fourth twelfth (1/24th1/12th) of the face amount of this Note and the guaranteed interest on such redeemed face amount (each, an “Amortization Payment”) ), in accordance with the attached Amortization Schedule (Appendix A). Each Amortization Payment shall, at the option of the Company, (i) be made in cash in an amount equal to 1.05 multiplied by the Amortization Payment (the “Cash Amortization Payment Rate”) or, (ii) subject to the Company complying with the Equity Conditions, be made in Common Stock, in whole or Common Stock or a combination thereof pursuant to in part at the sole discretion of the Company, by applying the Amortization Conversion Rate; provided, however, that in Price as of the date of issuance of the Common Stock. In the event that all the Holder is receiving any Amortization Payment in the form of Common Stock, the Common Stock issuable in satisfaction of such Amortization Payment will not be issued until such time as the Holder has requested such issuance, and the Amortization Conversion Price will be applied as of the Equity Conditions are not met on that certain Amortization Payment Date, date of such payment in cash or request by the Holder for issuance of Common Stock. The Holder may request an unlimited amount of issuances of Common Stock or some combination thereof shall be at as partial payment totaling the Holder’s option. In respect sum of payments made in cash, the prepayment premium, as set forth in Section 2(e), below shall applysuch Amortization Payment. Notwithstanding the aboveforegoing, or anything the Holder may, (i) by delivering written notice to the contrary in this Note, i. upon the mutual written consent of the Company and the Purchaser, at any time least ten (10) Trading Days prior to an Amortization Payment becoming due and Date (the “Acceleration Notice”), require that up to a total of three (3) Amortization Payments be made on such Amortization Payment Date (including the Amortization Payment scheduled to be made on such Amortization Payment Date), each of which Amortization Payments severally shall be payable, at the Company and the Purchaser may agree that the Company may delay any such amortization payment by up to three weeks from its due day if such delay is accompanied by an additional 3% discount option of the then-applicable Amortization Conversion Rate. In connection therewithCompany, upon not less than three day’s written notice, in cash at the Purchaser may request that the Company delay payment of the next succeeding Cash Amortization Payment by up to 45 daysRate or, subject to a further one-day written notice thereafter the Company complying with the Equity Conditions, in Common Stock by applying the Purchaser for payment thereof or, at the Purchaser’s sole option, for conversion of some or all of such Amortization Payment into shares of the Company’s common stock. The Purchaser’s exercise, by itself, of any such delay option shall not result in any additional discount of the then-applicable Amortization Conversion Rate. The Company hereby unconditionally and irrevocably agrees to permit the Purchaser to exercise each and every such delay option. ii. the Purchaser, upon written notice to the Company, may, at any time or from time to time, request that the Company accelerate payment of the lesser of (i) thirty percent (30%) of the original principal amount of the Note and all accrued but unpaid interest thereon Price or (ii) in Holder’s sole discretion, the then-outstanding principal and all accrued but unpaid interest thereon; providedHolder may at any time after an Amortization Payment Date, howeverrequire that up to two (2) additional Amortization Payments be made, provided that the entire amount of such accelerated payment(s)two additional Amortization Payments will be made, if anyat the option of the Company, (a) shall not be made in cash, but shall be made only cash in an amount equal to 1.05 multiplied by the Cash Amortization Payment Rate or in Common Stock, in such amounts and at such times as the conversion ratio thereof calculated Holder will request in the Holder’s sole discretion, by applying the applicable Amortization Conversion Price at the then-current Conversion Pricetime of issuance, (b) if so made, shall not accrue any prepayment premium, and (c) after application of such payment to interest, as in accordance with the foregoing. The Holder may exercise its rights set forth in clause the preceding sentence with respect to an unlimited number of Amortization Payment Dates, until all Amortization Payments have been made, and any Amortization Payment or Payments for which payment is accelerated pursuant to the preceding sentence shall be deemed to apply to the latest Amortization Payment Date or Dates in the attached Amortization Schedule (aAppendix A) above, shall reduce the then-final amortization payment(s) due and owing under this Notefor which Amortization Payments have not been previously made.”

Amortization Payments. Starting on the six-month anniversary August 1, 2015 and ending August 15, 2015 and continuing on the eighteen-month anniversary first and fifteenth day of each of the issuance date of this Notefollowing six (6) successive months thereafter (each, on the 15th and 30th date of each month therein (each an “Amortization Payment Date”) (provided that, the twelfth and final Amortization Payment Date will be on the twelve month anniversary of the Purchase Price Date), the Borrower shall redeem one-twenty-fourth (1/24th) of the face amount of this Note and guaranteed interest make payments (each, an “Amortization Payment”) in accordance with the attached amount and on the date set forth on the Amortization Schedule (Appendix A). attached as Exhibit B. Each Amortization Payment shall, at the option of the CompanyBorrower, be made in cash cash, subject to the Prepayment Premium, or Common Stock or a combination thereof pursuant in Conversion Shares, subject to the Equity Conditions, at the Amortization Conversion Rate; providedRate (each such conversion of an Amortization Payment into Conversion Shares, howeveran “Amortization Conversion”). Notwithstanding any provision in this Note to the contrary, that Borrower will not be required to make any Amortization Payment to the extent any such Amortization Payment would result in Borrower making aggregate Amortization Payments in an amount greater than the event that all Outstanding Balance. The Outstanding Balance of this Note will be due and payable on the Maturity Date and may be paid in cash, or, in Borrower’s discretion, in Conversion Shares (subject to the Equity Conditions). For the avoidance of doubt, Xxxxxxxx will not have the right to make an Amortization Conversion if the Equity Conditions are not met satisfied in full or waived in writing by Lender with respect to each Amortization Payment. If Borrower elects to make an Amortization Conversion, Borrower must deliver on that certain the Amortization Payment Date, such payment in cash or Common Stock or some combination thereof shall be at the Holder’s option. In respect of payments made in cash, the prepayment premium, as set forth in Section 2(e), below shall apply. Notwithstanding the above, or anything to the contrary in this Note, i. upon the mutual written consent of the Company and the Purchaser, at any time prior to an Amortization Payment becoming due and payable, the Company and the Purchaser may agree that the Company may delay any such amortization payment by up to three weeks from its due day if such delay is accompanied by an additional 3% discount of the then-applicable Amortization Conversion Rate. In connection therewith, upon not less than three day’s written notice, the Purchaser may request that the Company delay payment of the next succeeding Amortization Payment by up to 45 days, subject to a further one-day written notice thereafter by the Purchaser for payment thereof or, at the Purchaser’s sole option, for conversion of some or all of such Amortization Payment into shares of the Company’s common stock. The Purchaser’s exercise, by itself, of any such delay option shall not result in any additional discount of the then-applicable Amortization Conversion Rate. The Company hereby unconditionally and irrevocably agrees to permit the Purchaser to exercise each and every such delay option. ii. the Purchaser, upon written notice to the Company, may, at any time or from time to time, request that the Company accelerate payment of the lesser of Date (i) thirty percent (30%) a certificate representing the applicable number of the original principal amount of the Note Conversion Shares, and all accrued but unpaid interest thereon or (ii) the then-outstanding principal and all accrued but unpaid interest thereon; provided, however, that a notice detailing how Borrower calculated such accelerated payment(s), if any, (a) shall not be made number of Conversion Shares. Any Conversion Shares delivered in cash, but connection with an Amortization Conversion shall be made only delivered in Common Stock, the conversion ratio thereof calculated at the then-current Conversion Price, (b) if so made, shall not accrue any prepayment premium, and (c) after application of such payment to interest, as set forth in clause (a) above, shall reduce the then-final amortization payment(s) due and owing under this Noteaccordance with Section 8 below.

Amortization Payments. Starting on the six-month anniversary and ending on the eighteen-month anniversary of the issuance date of this Note(i) If, on the 15th and 30th date of each month therein (each an “Amortization Payment Date”), the Borrower shall redeem one-twenty-fourth (1/24th) of the face amount of this Note and guaranteed interest (each, an “Amortization Payment”) in accordance with the attached Amortization Schedule (Appendix A). Each Amortization Payment shall, at the option of the Company, be made in cash or Common Stock or a combination thereof pursuant to the Amortization Conversion Rate; provided, however, that in the event that all of the Equity Conditions are not met on that certain Amortization Payment Date, such payment in cash or Common Stock or some combination thereof shall be at the Holder’s option. In respect of payments made in cash, the prepayment premium, as set forth in Section 2(e), below shall apply. Notwithstanding the above, or anything to the contrary in this Note, i. upon the mutual written consent of the Company and the Purchaser, at any time prior to an Amortization Payment becoming due after the date hereof, and payable, the Company and the Purchaser may agree that the Company may delay any such amortization payment by up to three weeks from its due day if such delay is accompanied by an additional 3% discount of the then-applicable Amortization Conversion Rate. In connection therewith, upon not less than three day’s written notice, the Purchaser may request that the Company delay payment of the next succeeding Amortization Payment by up to 45 days, subject to a further one-day written notice thereafter by the Purchaser for payment thereof or, at the Purchaser’s sole option, for conversion of some or all of such Amortization Payment into shares of the Company’s common stock. The Purchaser’s exercise, by itself, of any such delay option shall not result in any additional discount of the then-applicable Amortization Conversion Rate. The Company hereby unconditionally and irrevocably agrees to permit the Purchaser to exercise each and every such delay option. ii. the Purchaser, upon written notice to the Company, may, at any time or from time to timetime thereafter, request that an Amortization Event has occurred, then the Company accelerate payment shall make monthly cash payments beginning on the seventh (7th) Trading Day after the Amortization Event Date and continuing on the same day of the lesser of (i) thirty percent (30%) of the original principal amount of the Note and each successive Calendar Month until all accrued but unpaid interest thereon or (ii) amounts due under the then-outstanding principal and all accrued but unpaid interest thereonPre-Paid Advances have been repaid in full; provided, however, that such accelerated payment(sthe Company shall not be required to make any monthly cash payments in respect of an Amortization Event pursuant to this Section 2.02(d), if any, until the ninety-first (a91st) calendar day (such date, the “Standstill Period Expiration Date”) following the date hereof (such ninety (90) calendar day period following the date hereof, the “Standstill Period”); provided, further, that principal, interest, penalties and all other amounts due hereunder shall not be made in cashremain outstanding and continue to accrue, but as applicable, during the Standstill Period. Each monthly payment shall be made only in Common Stockan amount equal to the sum of (A) Amortization Principal Amount, plus (B) the conversion ratio thereof calculated at the then-current Conversion Price, (b) if so made, shall not accrue any prepayment premiumPayment Premium in respect of such Amortization Principal Amount, and (cC) accrued and unpaid interest hereunder, if any, as of each payment date. The obligation of the Company to make monthly prepayments related to a Amortization Event shall cease (with respect to any payment that has not yet come due) if at any time after application the Amortization Event Date (I) in the event of a Floor Price Event, (x) the daily VWAP is greater than 115% of the Floor Price then in effect for five (5) consecutive Trading Days or (y) the Company delivers a written, irrevocable notice (a “Reset Notice”) to the Investor lowering the Floor Price to an amount that is no more than 75% of the closing price on the Trading Day immediately prior to the Reset Notice (and in no event greater than the Floor Price at the time of the Floor Price Event), (II) in the event of a Registration Event, the condition or event causing the Registration Event is cured, unless a subsequent Amortization Event occurs or (III) in the event of an Exchange Cap Event, the Company obtains the Exchange Cap Stockholder Consent. Any reductions to the outstanding balance of the Pre-Paid Advances made pursuant to Purchase Notices delivered after the occurrence of an Amortization Event shall have the effect of reducing the amount of the next payment coming due as a result of such payment Amortization Event by an amount equal to interestthe amount of the Pre-Paid Advances that is offset in respect of such Purchase Notice. (ii) Without limiting the foregoing provisions of Section 2.02(d)(i), as set forth in clause if, at any time after the date hereof, an Amortization Event has occurred, the Company shall immediately, whether or not monthly cash payments pursuant to Section 2.02(d)(i) have begun or are continuing, seek and use commercially reasonable efforts to obtain (aA) abovethe Exchange Cap Stockholder Consent and (B) additional financing arrangements on terms that would allow the proceeds of such financing arrangements to be used to support and meet its obligations hereunder, shall reduce the then-final amortization payment(s) due and owing under this Noteincluding its obligation, if any, to make monthly cash payments pursuant to Section 2.02(d)(i).

Amortization Payments. Starting On March 9, 2018 and on the six-month anniversary and ending on the eighteen-month anniversary of the issuance date of this Note, on the 15th and 30th date 9th day of each subsequent month therein through the Maturity Date (each an “Amortization Payment Date”), the Borrower shall Holder may redeem one-twenty-fourth twelfth (1/24th1/12th) of the face amount of this Note and the guaranteed interest (eachon such redeemed face amount(each, an “Amortization Payment”) ), in accordance with the attached Amortization Schedule (Appendix A). Each Amortization Payment shall, at the option of the Company, (i) be made in cash in an amount equal to 1.05 multiplied by the Amortization Payment (the “Cash Amortization Payment Rate”) or, (ii) subject to the Company complying with the Equity Conditions, be made in Common Stock, in whole or Common Stock or a combination thereof pursuant to in part at the sole discretion of the Holder, by applying the Amortization Conversion Rate; provided, however, that in Price as of the date of issuance of the Common Stock. In the event that all the Holder is receiveing any Amortization Payment in the form of Common Stock, the Common Stock issuable in satisfaction of such Amortization Payment will not be issued until such time as the Holder has requested such issuance, and the Amortization Conversion Price will be applied as of the Equity Conditions are not met on that certain Amortization Payment Date, date of such payment in cash or request by the Holder for issuance of Common Stock. The Holder may request an unlimited amount of issuances of Common Stock or some combination thereof shall be at as partial payment totaling the Holder’s option. In respect sum of payments made in cash, the prepayment premium, as set forth in Section 2(e), below shall applysuch Amotization Payment. Notwithstanding the aboveforegoing, or anything the Holder may, (i) by delivering written notice to the contrary in this Note, i. upon the mutual written consent of the Company and the Purchaser, at any time least ten (10) Trading Days prior to an Amortization Payment becoming due and Date (the “Acceleration Notice”), require that up to a total of three (3) Amortization Payments be made on such Amortization Payment Date (including the Amortization Payment scheduled to be made on such Amortization Payment Date), each of which Amortization Payments severally shall be payable, at the Company and the Purchaser may agree that the Company may delay any such amortization payment by up to three weeks from its due day if such delay is accompanied by an additional 3% discount option of the then-applicable Amortization Conversion Rate. In connection therewithCompany, upon not less than three day’s written notice, in cash at the Purchaser may request that the Company delay payment of the next succeeding Cash Amortization Payment by up to 45 daysRate or, subject to a further one-day written notice thereafter the Company complying with the Equity Conditions, in Common Stock by applying the Purchaser for payment thereof or, at the Purchaser’s sole option, for conversion of some or all of such Amortization Payment into shares of the Company’s common stock. The Purchaser’s exercise, by itself, of any such delay option shall not result in any additional discount of the then-applicable Amortization Conversion Rate. The Company hereby unconditionally and irrevocably agrees to permit the Purchaser to exercise each and every such delay option. ii. the Purchaser, upon written notice to the Company, may, at any time or from time to time, request that the Company accelerate payment of the lesser of (i) thirty percent (30%) of the original principal amount of the Note and all accrued but unpaid interest thereon Price or (ii) in Holder’s sole discretion, the then-outstanding principal and all accrued but unpaid interest thereon; providedHolder may at any time after an Amortization Payment Date, howeverrequire that up to two (2) additional Amortization Payments be made, provided that the entire amount of such accelerated payment(s), if any, (a) shall not two additional Amortization Payments will be made in cash, but shall be made only in Common Stock, in such amounts and at such times as the conversion ratio thereof calculated Holder will request in the Holder’s sole discretion, by applying the applicable Amortization Conversion Price at the then-current Conversion Pricetime of issuance, (b) if so made, shall not accrue any prepayment premium, and (c) after application of such payment to interest, as in accordance with the foregoing. The Holder may exercise its rights set forth in clause the preceding sentence with respect to an unlimited number of Amortization Payment Dates, until all Amortization Payments have been made, and any Amortization Payment or Payments for which payment is accelerated pursuant to the preceding sentence shall be deemed to apply to the latest Amortization Payment Date or Dates in the attached Amortization Schedule (aAppendix A) above, shall reduce the then-final amortization payment(s) due and owing under this Notefor which Amortization Payments have not been previously made.