Common use of Principal Installment Payments Clause in Contracts

Principal Installment Payments. Commencing on the date that is the earlier of (1) the Registration Statement being declared effective and (2) 120 days from each Issuance Date, the Maker shall pay to the Holder the Outstanding Principal Amount hereunder in twelve (12) consecutive monthly installments, on such date and each one (1) month anniversary thereof (each, a “Payment Date” and collectively the “Monthly Payments”), an amount equal to [●] ($[●]) (the “Repayment Amount”), until the Outstanding Principal Amount has been paid in full prior to or on the Maturity Date or, if earlier, upon acceleration, conversion or redemption of this Note in accordance with the terms herein; provided, that, between Payment Dates, the Holder may increase the Repayment Amount, to up to One Million Five Hundred Thousand Dollars ($1,500,0000) by providing written notice to the Maker of the amount of such increase, such payment to be due and payable by the Maker within one (1) day of the receipt of such notice, for one (1) Monthly Payment while the Note is outstanding. Notwithstanding, any and each of the Monthly Payments shall, at the Maker’s option, be made in (i) cash, in the amount equal to the product of Monthly Payment multiplied by 1.05, (ii) Repayment Shares (as defined below), or (iii) a combination of cash and Repayment Shares; provided that the number of Repayment Shares shall be determined by dividing the Principal Amount being paid in Ordinary Shares by the Repayment Share Price (as defined below); provided, however, that, unless waived in writing in advance by the Holder, no portion of the Principal Amount may be paid in Repayment Shares unless such Repayment Shares (A) may be immediately resold under Rule 144 without restriction on the number of shares to be sold or manner of sale, or (B) are registered for resale under the 1933 Act and the registration statement is in effect and lawfully usable to effect immediate sales of such Repayment Shares by the Holder. The Company must provide advance written notice to the Holder of whether it will elect to pay a Monthly Payment in cash, Repayment Shares or a combination thereof as follows: (i) with respect to the first Monthly Payment, at least twenty (20) days before the Payment Date, and (ii) with respect to each Monthly Payment thereafter, within three (3) Business Days of the prior Payment Date; provided, however, that if no such notice is provided within the timeframes set forth above, such Monthly Payments shall be made in Repayment Shares.

Principal Installment Payments. Commencing on the date that is the earlier of (1a) the date the Registration Statement being is declared effective and (2b) 120 one hundred thirty-five (135) days from each the Issuance Date, the Maker shall pay to the Holder the Outstanding Principal Amount hereunder in twelve twenty (1220) consecutive monthly installments, on such date and each one (1) month anniversary thereof (each, a “Payment Date” and collectively the “Monthly Payments”), an amount equal to [●] Six Hundred Thousand Dollars ($[●]600,000) (the “Repayment Amount”), until the Outstanding Principal Amount has been paid in full prior to or on the Maturity Date or, if earlier, upon acceleration, conversion or redemption of this Note in accordance with the terms herein; provided, that, between Payment Dates, the Holder may increase the Repayment Amount, to up to One Million Five Hundred Thousand Dollars ($1,500,00001,000,000) by providing written notice to the Maker of the amount of such increase, such payment in stock to be due and payable by the Maker within one two (12) day days of the receipt of such notice, for one two (12) Monthly Payment Payments while the Note is outstanding. Notwithstanding, any and each of the The Monthly Payments shall, at the Maker’s option, be made in (i) cash, in the amount equal to the product of Monthly Payment multiplied by 1.051.03, (ii) Repayment Shares (as defined below), or (iii) a combination of cash and Repayment Shares; provided that the number of Repayment Shares shall be determined by dividing the Principal Amount being paid in Ordinary Shares shares of Common Stock by the Repayment Share Price (as defined below); provided, however, that, unless waived in writing in advance by the Holder, no portion of the Principal Amount may be paid in Repayment Shares unless such Repayment Shares (A) may be immediately resold under Rule 144 without restriction on the number of shares to be sold or manner of sale, or (B) are registered for resale under the 1933 Act and the registration statement is in effect and lawfully usable to effect immediate sales of such Repayment Shares by the Holder. The Company must provide advance written notice to the Holder of whether it will elect to pay a Monthly Payment in cash, Repayment Shares or a combination thereof as follows: (i) with respect to the first Monthly Payment, at least twenty (20) days before the Payment Date, and (ii) with respect to each Monthly Payment thereafter, within three (3) Business Days of the prior Payment Date; provided, however, that if no such notice is provided within the timeframes set forth above, such Monthly Payments shall be made in Repayment Shares.

Principal Installment Payments. Commencing on the date that is twelve months from the earlier of (1) the Registration Statement being declared effective and (2) 120 days from each Issuance Date, the Maker shall pay to the Holder the Outstanding Principal Amount hereunder in twelve (12) consecutive monthly installments, on such date and each one (1) month anniversary thereof (each, a “"Payment Date” " and collectively the “"Monthly Payments”"), an amount equal to [●] Eighty Three Thousand Three Hundred Thirty Three and 34/100 Dollars ($[●]) (the “Repayment Amount”83,333.34), until the Outstanding Principal Amount has been paid in full prior to or on the Maturity Date or, if earlier, upon acceleration, conversion or redemption of this Note in accordance with the terms herein; provided, that, between Payment Dates, the Holder may increase the Repayment Amount, to up to One Million Five Hundred Thousand Dollars ($1,500,0000) by providing written notice to the Maker of the amount of such increase, such payment to be due and payable by the Maker within one (1) day of the receipt of such notice, for one (1) Monthly Payment while the Note is outstanding. Notwithstanding, any and each of the The Monthly Payments shall, at the Maker’s Holder's option, be made in (i) cash, in the amount equal to the product of Monthly Payment multiplied by 1.05, (ii) Repayment Shares (as defined below)Shares, or (iii) a combination of cash and Repayment Shares; provided that the number of Repayment Shares shall be determined by dividing the Principal Amount being paid in Ordinary Common Shares by the Repayment Share Price (as defined below)Price; provided, however, that, unless waived in writing in advance by the Holder, that no portion of the Principal Amount may be paid in Repayment Shares unless such Repayment Shares (A) may be immediately resold under Rule 144 without restriction on the number of shares to be sold or manner of sale, or (B) are registered for resale under the 1933 Act and the registration statement is in effect and lawfully usable to effect immediate sales of such Repayment Shares by the HolderShares. The Company Holder must provide advance written notice to the Holder Company of whether it will elect to pay receive a Monthly Payment in cash, Repayment Shares or a combination thereof as follows: (i) with respect to the first Monthly Payment, at least twenty (20) days before the Payment Date, and (ii) with respect to each Monthly Payment thereafter, within three (3) Business Days of the prior to Payment Date; provided, however, that if no such notice is provided within the timeframes set forth above, such Monthly Payments shall be made in Repayment Shares.

Principal Installment Payments. Commencing on the date that is six months from the earlier of (1) the Registration Statement being declared effective and (2) 120 days from each Issuance Date, the Maker shall pay to the Holder the Outstanding Principal Amount hereunder in twelve (12) consecutive monthly installments, on such date and each one (1) month anniversary thereof (each, a “Payment Date” and collectively the “Monthly Payments”), an amount equal to [●] Three Hundred Eight Thousand Six Hundred Eighty and 58/10 Dollars ($[●]) (the “Repayment Amount”308,680.58), until the Outstanding Principal Amount has been paid in full prior to or on the Maturity Date or, if earlier, upon acceleration, conversion or redemption of this Note in accordance with the terms herein; provided, that, between Payment Dates, the Holder may increase the Repayment Amount, to up to One Million Five Hundred Thousand Dollars ($1,500,0000) by providing written notice to the Maker of the amount of such increase, such payment to be due and payable by the Maker within one (1) day of the receipt of such notice, for one (1) Monthly Payment while the Note is outstanding. Notwithstanding, any and each of the The Monthly Payments shall, at the Maker’s option, be made in (i) cash, in the amount equal to the product of Monthly Payment multiplied by 1.05, (ii) Repayment Shares (as defined below)Shares, or (iii) a combination of cash and Repayment Shares; provided that the number of Repayment Shares shall be determined by dividing the Principal Amount being paid in Ordinary Shares shares of Common Stock by the Repayment Share Price (as defined below)Price; provided, however, that, unless waived in writing in advance by the Holder, that no portion of the Principal Amount may be paid in Repayment Shares unless such Repayment Shares (A) may be immediately resold under Rule 144 without restriction on the number of shares to be sold or manner of sale, or (B) are registered for resale under the 1933 Act and the registration statement is in effect and lawfully usable to effect immediate sales of such Repayment Shares by Shares. Any Monthly Payment elected to be paid in a cash shall be required to paid with an additional cash premium of five percent (5%) of such Monthly Payment, which such premium shall not be counted towards the HolderOutstanding Principal Amount and shall be in addition to any other amounts owing hereunder. The Company must provide advance written notice to the Holder of whether it will elect to pay a Monthly Payment in cash, Repayment Shares or a combination thereof as follows: (i) with respect to the first Monthly Payment, at least twenty thirty (2030) days before the Payment Date, and (ii) with respect to each Monthly Payment thereafter, within three (3) Business Days of the prior Payment Date; provided, however, that if no such notice is provided within the timeframes set forth above, such Monthly Payments shall be made in Repayment Shares. Notwithstanding the foregoing, the Holder may elect with respect to no more than two of the Monthly Payments to increase the amount of such Monthly Payments up to one million dollars ($1,000,000.00) each. In respect of any particular Monthly Payment elected to be increased by the Holder, the Holder may provide one or more notices to the Maker of its election to increase such Monthly Payment at any time prior or following the applicable Payment Date; provided that such notices shall be provided to the Company prior to the next succeeding Payment Date and that the amounts of the increases elected in such notices shall not cause the amount of such Monthly Payment to exceed in the aggregate $1,000,000.00. Following any such increased Monthly Payment, the amount of such increase shall be deducted from the amount of the last Monthly Payment owing hereunder until such Monthly Payment is reduced to zero and each Monthly Payment immediately preceding such Monthly Payment in reverse chronological order until such preceding Monthly Payment is also reduced to zero.

Principal Installment Payments. Commencing on the date that is the earlier of one hundred twenty (1120) the Registration Statement being declared effective and (2) 120 days from each the Issuance Date, the Maker shall pay to the Holder the Outstanding Principal Amount hereunder in twelve twenty (1220) consecutive monthly installments, on such date and each one (1) month anniversary thereof (each, a “Payment Date” and collectively the “Monthly Payments”), an amount equal to [●] One Hundred Twenty Thousand Dollars ($[●]) (the “Repayment Amount”120,000.00), until the Outstanding Principal Amount has been paid in full prior to or on the Maturity Date or, if earlier, upon acceleration, conversion or redemption of this Note in accordance with the terms herein; provided, that, between Payment Dates, the Holder may increase the Repayment Amount, to up to One Million Five Hundred Thousand Dollars ($1,500,0000) by providing written notice to the Maker of the amount of such increase, such payment to be due and payable by the Maker within one (1) day of the receipt of such notice, for one (1) Monthly Payment while the Note is outstanding. Notwithstanding, any and each of the The Monthly Payments shall, at the Maker’s option, be made in (i) cash, in the amount equal to the product of Monthly Payment multiplied by 1.05, (ii) Repayment Shares (as defined below)Shares, or (iii) a combination of cash and Repayment Shares; provided that the number of Repayment Shares shall be determined by dividing the Principal Amount being paid in Ordinary Shares by the Repayment Share Price (as defined below)Price; provided, however, that, unless waived in writing in advance by the Holder, that no portion of the Principal Amount may be paid in Repayment Shares unless such Repayment Shares (A) may be immediately resold under Rule 144 without restriction on the number of shares to be sold or manner of sale, or (B) are registered for resale under the 1933 Act and the registration statement is in effect and lawfully usable to effect immediate sales of such Repayment Shares by the HolderShares. The Company Maker must provide advance written notice to the Holder of whether it will elect to pay a Monthly Payment in cash, Repayment Shares or a combination thereof as follows: (i) with respect to the first Monthly Payment, at least twenty ten (2010) days Business Days before the Payment Date, and (ii) with respect to each Monthly Payment thereafter, within three (3) Business Days of the prior Payment Date; provided, however, that if no such notice is provided within the timeframes set forth above, such Monthly Payments shall be made in Repayment Shares. Any Monthly Payment made in cash shall also include an additional payment in cash of four percent (4%) which shall be in addition to any other amounts owing under this Note and which shall not be applied towards the Outstanding Principal Amount. Notwithstanding the foregoing, the Holder may elect to increase the amount of a Monthly Payment up to five hundred thousand dollars ($500,000.00); provided that any such increase Monthly Payment is made in Repayment Shares and the Holder may not elect to increase a Monthly Payment more than once in any six month period. In respect of any particular Monthly Payment elected to be increased by the Holder, the Holder may provide one or more notices to the Maker of its election to increase such Monthly Payment at any time prior or following the applicable Payment Date; provided that such notices shall be provided to the Company prior to the next succeeding Payment Date and that the amounts of the increases elected in such notices shall not cause the amount of such Monthly Payment to exceed in the aggregate $500,000.00. Following any such increased Monthly Payment, the amount of such increase shall be deducted from the amount of the last Monthly Payment owing hereunder until such Monthly Payment is reduced to zero and each Monthly Payment immediately preceding such Monthly Payment in reverse chronological order until such preceding Monthly Payment is also reduced to zero.

Principal Installment Payments. Commencing on the date day that is the earlier four (4) month anniversary of (1) the Registration Statement being declared effective and (2) 120 days from each Issuance Date, the Maker shall pay to the Holder the Outstanding Principal Amount hereunder in twelve (12) consecutive monthly installments, on such date and each one (1) month anniversary thereof (each, a “Payment Date” and collectively ”), a payment equal to one-fourteenth (1/14th) of the total Principal Amount (the “Monthly Payments”), an amount equal to [●] ($[●]) (the “Repayment Amount”), until the Outstanding Principal Amount has been paid in full prior to or on the Maturity Date or, if earlier, upon acceleration, conversion or redemption of this Note in accordance with the terms herein; provided, that, between Payment Dates, . The Maker and the Holder may increase agree that all payments made under this Note, including the Repayment Amountprovisions of Section 1.3, to up to One Million Five Hundred Thousand Dollars ($1,500,0000) by providing written notice shall be subject in all cases to the Maker terms of the amount of such increasePurchase Agreement, such payment to be due and payable by the Maker within one (1) day of the receipt of such noticeincluding, for one (1) Monthly Payment while the Note is outstandingwithout limitation, Section 2.4 thereof. Notwithstanding, any and each of the The Monthly Payments shall, at the Maker’s option, shall be made in (i) cash, in the amount equal to the product of 102% of such Monthly Payment multiplied by 1.05, (ii) Repayment Shares (as defined below), or (iii) a combination of cash and Repayment Shares; provided that the number of Repayment Shares shall be determined by dividing the Principal Amount being paid in Ordinary Shares by the Repayment Share Price (as defined below)Payment; provided, however, thatas to any Monthly Payment and upon no less than two (2) Trading Days’ prior written irrevocable notice (the “Monthly Payment Notice”), in lieu of a cash payment the Company may elect to pay all or part of a Monthly Payment in Conversion Shares based on a conversion price per share, subject to a floor of $1.20 per share (which floor price may be waived by the Company as expressly provided for herein, the “Floor Price”), equal to the lesser of (i) the then Conversion Price and (ii) 90% of the Market Price (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Ordinary Shares during the ten (10) Trading Day measuring period described in the definition of “Market Price” herein) (the price calculated during the applicable ten (10) Trading Day measuring period described in the definition of “Market Price” herein, the “Monthly Conversion Price” and such 10 Trading Day period, the “Monthly Conversion Period”); provided, that the Company may not pay the Monthly Payment in Conversion Shares unless (i) from the date the Holder receives the duly delivered Monthly Payment Notice through and until the date such Monthly Payment is paid in full, the Equity Conditions have been satisfied, unless waived in writing in advance by the Holder, no portion and (ii) the Market Price shall have been equal to or in excess of the Floor Price during the Monthly Conversion Period, unless the Company exercise a right, in its discretion, to waive the Floor Price. For the avoidance of doubt if the Company determines to waive the foregoing requirement that the Market Price be equal to or in excess of the Floor Price, and makes a Monthly Payment in the form of Ordinary Shares, the applicable conversion price per share shall be the lesser of (i) the then Conversion Price and (ii) 90% of the Market Price during the applicable Monthly Conversion Period, even if less than the Floor Price. The Holder may convert, pursuant to Section 3, any principal amount of this Note subject to a Monthly Payment at any time prior to the date that the Monthly Payment, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Note converted during the applicable Monthly Conversion Period until the date the Monthly Payment is paid in full shall be first applied to the Principal Amount may be paid subject to the Monthly Payment payable in Repayment Shares unless such Repayment Shares (A) may be immediately resold under Rule 144 without restriction on cash and then to the number of shares to be sold or manner of sale, or (B) are registered for resale under the 1933 Act and the registration statement is Monthly Payment payable in effect and lawfully usable to effect immediate sales of such Repayment Shares by the HolderConversion Shares. The Company must provide advance written notice to the Holder of whether covenants and agrees that it will elect honor all Conversion Notices tendered up until the amounts due hereunder are paid in full. The Company’s determination to pay a Monthly Payment in cash, Repayment Ordinary Shares or a combination thereof as follows: shall be applied ratably to all of the holders of the then outstanding Notes based on their (ior their predecessor’s) with respect initial purchases of Notes pursuant to the first Monthly PaymentPurchase Agreement. Notwithstanding anything to the contrary contained herein, at least twenty (20) days before the Payment Date, and (ii) with respect to each Monthly Payment thereafter, within upon three (3) Business Days Trading Days’ notice to the Company (the date of such notice, the “Monthly Payment Adjustment Notice Date”), the Holder may elect at its sole option, to defer or accelerate up to four (4) Monthly Payments or any portion of a Monthly Payment, to any Trading Day succeeding such Monthly Payment Adjustment Notice Date provided such date precedes the next Monthly Payment Date. In the event that the Holder elects to defer or accelerate any such Monthly Payments, to the extent applicable, the procedures set forth in this Section 1.3 shall continue to apply to the Company. Following the receipt of a Monthly Payment in the form of Conversion Shares, excluding the final Monthly Payment, if during the ten (10) Trading Day period beginning on the Trading Date following the Payment Date on which such Conversion Shares were delivered (the “Succeeding Measurement Period”), the Market Price (the “Succeeding Market Price”) shall be less than the Monthly Conversion Price during the prior Monthly Conversion Period, then on the Trading Day following such Succeeding Measurement Period, the Company shall transfer to the Holder an additional number of Ordinary Shares (the “Make Whole Shares”) equal to the amount of the prior Monthly Payment Datedivided by the difference between the Succeeding Market Price and the prior Monthly Conversion Price; provided, however, that if no (i) the Succeeding Market Price is less than the Floor Price and (ii) the Company desires to exercise a right to waive the Floor Price limitation and issue Make Whole Shares at less than the Floor Price, in lieu of receiving Make Whole Shares, the Holder may elect to receive a cash payment derived by multiplying (i) the number of Make Whole Shares which would have been required to be delivered pursuant to the above provisions by (ii) the VWAP of the Ordinary Shares on the last Trading Day in the applicable Succeeding Measurement Period. For the avoidance of doubt, to the extent that the Succeeding Market Price is in excess of the Monthly Conversion Price during the applicable prior Monthly Conversion Period, the Holder shall not be required to refund any Ordinary Shares nor shall the Company receive a credit in respect of such notice is provided within excess in connection with any following Monthly Payment. With respect to the timeframes set forth abovefinal Monthly Payment, if the Company intends to pay such Monthly Payments Payment in the form of Ordinary Shares, prior to the applicable Monthly Conversion Period (but not more than two (2) Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall deliver to the Holder a number of Ordinary Shares to be made applied against such Monthly Payment equal to the quotient of (x) the applicable Monthly Payment divided by (y) the lesser of (A) the Conversion Price and (B) 90% of the lowest closing bid price during the ten (10) Trading Day period preceding the delivery of such Ordinary Shares (the “Final Monthly Payment Provisional Conversion Price”). If the Monthly Conversion Price with respect to the final Payment Date is less than the Final Monthly Payment Provisional Conversion Price, then on the final Payment Date, the Company shall transfer to the Holder an additional number of Ordinary Shares equal to the amount of the final Monthly Payment divided by the difference between the Final Monthly Payment Provisional Conversion Price and the Monthly Conversion Price with respect to the final Payment Date. In connection with the foregoing, unless waived by the Company, the Holder agrees that in Repayment Sharesany Succeeding Measurement Period, it will not sell any Ordinary Shares received by the Holder from the Company in respect of the related Payment Date, on more than four (4) of the Trading Days during such Succeeding Measurement Period, which such four (4) Trading Days for the avoidance doubt need not be consecutive Trading Days.

Principal Installment Payments. Commencing on the date that is the earlier of (1) the Registration Statement being declared effective and (2) 120 days from each Issuance DateMay 21, 2022, the Maker shall pay to the Holder the Outstanding Principal Amount hereunder in twelve (12) consecutive monthly installments, on such date and each one (1) month anniversary thereof (each, a “Payment Date” and collectively ”), a payment equal to one-fourteenth (1/14th) of the total Principal Amount (the “Monthly Payments”), an amount equal to [●] ($[●]) (the “Repayment Amount”), until the Outstanding Principal Amount has been paid in full prior to or on the Maturity Date or, if earlier, upon acceleration, conversion or redemption of this Note in accordance with the terms herein; provided, that, between Payment Dates, . The Maker and the Holder may increase agree that all payments made under this Note, including the Repayment Amountprovisions of Section 1.3, to up to One Million Five Hundred Thousand Dollars ($1,500,0000) by providing written notice shall be subject in all cases to the Maker terms of the amount of such increasePurchase Agreement, such payment to be due and payable by the Maker within one (1) day of the receipt of such noticeincluding, for one (1) Monthly Payment while the Note is outstandingwithout limitation, Section 2.4 thereof. Notwithstanding, any and each of the The Monthly Payments shall, at the Maker’s option, shall be made in (i) cash, in the amount equal to the product of 102% of such Monthly Payment multiplied by 1.05, (ii) Repayment Shares (as defined below), or (iii) a combination of cash and Repayment Shares; provided that the number of Repayment Shares shall be determined by dividing the Principal Amount being paid in Ordinary Shares by the Repayment Share Price (as defined below)Payment; provided, however, thatas to any Monthly Payment and upon no less than two (2) Trading Days’ prior written irrevocable notice (the “Monthly Payment Notice”), in lieu of a cash payment the Company may elect to pay all or part of a Monthly Payment in Conversion Shares based on a conversion price per share, subject to a floor of $1.20 per share (which floor price may be waived by the Company as expressly provided for herein, the “Floor Price”), equal to the lesser of (i) the then Conversion Price and (ii) 90% of the Market Price (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Ordinary Shares during the ten (10) Trading Day measuring period described in the definition of “Market Price” herein) (the price calculated during the applicable ten (10) Trading Day measuring period described in the definition of “Market Price” herein, the “Monthly Conversion Price” and such 10 Trading Day period, the “Monthly Conversion Period”); provided, that the Company may not pay the Monthly Payment in Conversion Shares unless (i) from the date the Holder receives the duly delivered Monthly Payment Notice through and until the date such Monthly Payment is paid in full, the Equity Conditions have been satisfied, unless waived in writing in advance by the Holder, no portion and (ii) the Market Price shall have been equal to or in excess of the Floor Price during the Monthly Conversion Period, unless the Company exercise a right, in its discretion, to waive the Floor Price. For the avoidance of doubt if the Company determines to waive the foregoing requirement that the Market Price be equal to or in excess of the Floor Price, and makes a Monthly Payment in the form of Ordinary Shares, the applicable conversion price per share shall be the lesser of (i) the then Conversion Price and (ii) 90% of the Market Price during the applicable Monthly Conversion Period, even if less than the Floor Price. The Holder may convert, pursuant to Section 3, any principal amount of this Note subject to a Monthly Payment at any time prior to the date that the Monthly Payment, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Note converted during the applicable Monthly Conversion Period until the date the Monthly Payment is paid in full shall be first applied to the Principal Amount may be paid subject to the Monthly Payment payable in Repayment Shares unless such Repayment Shares (A) may be immediately resold under Rule 144 without restriction on cash and then to the number of shares to be sold or manner of sale, or (B) are registered for resale under the 1933 Act and the registration statement is Monthly Payment payable in effect and lawfully usable to effect immediate sales of such Repayment Shares by the HolderConversion Shares. The Company must provide advance written notice to the Holder of whether covenants and agrees that it will elect honor all Conversion Notices tendered up until the amounts due hereunder are paid in full. The Company’s determination to pay a Monthly Payment in cash, Repayment Ordinary Shares or a combination thereof as follows: shall be applied ratably to all of the holders of the then outstanding Notes based on their (ior their predecessor’s) with respect initial purchases of Notes pursuant to the first Monthly PaymentPurchase Agreement. Notwithstanding anything to the contrary contained herein, at least twenty (20) days before the Payment Date, and (ii) with respect to each Monthly Payment thereafter, within upon three (3) Business Days Trading Days’ notice to the Company (the date of such notice, the “Monthly Payment Adjustment Notice Date”), the Holder may elect at its sole option, to defer or accelerate up to four (4) Monthly Payments or any portion of a Monthly Payment, to any Trading Day succeeding such Monthly Payment Adjustment Notice Date provided such date precedes the next Monthly Payment Date. In the event that the Holder elects to defer or accelerate any such Monthly Payments, to the extent applicable, the procedures set forth in this Section 1.3 shall continue to apply to the Company. Following the receipt of a Monthly Payment in the form of Conversion Shares, excluding the final Monthly Payment, if during the ten (10) Trading Day period beginning on the Trading Date following the Payment Date on which such Conversion Shares were delivered (the “Succeeding Measurement Period”), the Market Price (the “Succeeding Market Price”) shall be less than the Monthly Conversion Price during the prior Monthly Conversion Period, then on the Trading Day following such Succeeding Measurement Period, the Company shall transfer to the Holder an additional number of Ordinary Shares (the “Make Whole Shares”) equal to the amount of the prior Monthly Payment Datedivided by the difference between the Succeeding Market Price and the prior Monthly Conversion Price; provided, however, that if no (i) the Succeeding Market Price is less than the Floor Price and (ii) the Company desires to exercise a right to waive the Floor Price limitation and issue Make Whole Shares at less than the Floor Price, in lieu of receiving Make Whole Shares, the Holder may elect to receive a cash payment derived by multiplying (i) the number of Make Whole Shares which would have been required to be delivered pursuant to the above provisions by (ii) the VWAP of the Ordinary Shares on the last Trading Day in the applicable Succeeding Measurement Period. For the avoidance of doubt, to the extent that the Succeeding Market Price is in excess of the Monthly Conversion Price during the applicable prior Monthly Conversion Period, the Holder shall not be required to refund any Ordinary Shares nor shall the Company receive a credit in respect of such notice is provided within excess in connection with any following Monthly Payment. With respect to the timeframes set forth abovefinal Monthly Payment, if the Company intends to pay such Monthly Payments Payment in the form of Ordinary Shares, prior to the applicable Monthly Conversion Period (but not more than two (2) Trading Days prior to the commencement of the Monthly Conversion Period), the Company shall deliver to the Holder a number of Ordinary Shares to be made applied against such Monthly Payment equal to the quotient of (x) the applicable Monthly Payment divided by (y) the lesser of (A) the Conversion Price and (B) 90% of the lowest closing bid price during the ten (10) Trading Day period preceding the delivery of such Ordinary Shares (the “Final Monthly Payment Provisional Conversion Price”). If the Monthly Conversion Price with respect to the final Payment Date is less than the Final Monthly Payment Provisional Conversion Price, then on the final Payment Date, the Company shall transfer to the Holder an additional number of Ordinary Shares equal to the amount of the final Monthly Payment divided by the difference between the Final Monthly Payment Provisional Conversion Price and the Monthly Conversion Price with respect to the final Payment Date. In connection with the foregoing, unless waived by the Company, the Holder agrees that in Repayment Sharesany Succeeding Measurement Period, it will not sell any Ordinary Shares received by the Holder from the Company in respect of the related Payment Date, on more than four (4) of the Trading Days during such Succeeding Measurement Period, which such four (4) Trading Days for the avoidance doubt need not be consecutive Trading Days.

Principal Installment Payments. Commencing on the date that is the earlier of one hundred twenty (1120) the Registration Statement being declared effective and (2) 120 days from each the Issuance Date, the Maker shall pay repay to the Holder the Outstanding Principal Amount hereunder in twelve twenty (1220) consecutive monthly installmentsinstallments (each, a “Monthly Payment”), on such date and each one (1) month anniversary thereof (each, a “Payment Date” and collectively the “Monthly Payments”), an amount equal to [●] Two Hundred Ten Thousand and Zero/100 Dollars ($[●]) (the “Repayment Amount”)210,000.00)]6, until the Outstanding Principal Amount has been paid in full prior to or on the Maturity Date or, if earlier, upon acceleration, repayment, conversion or redemption of this Note in accordance with the terms herein; provided, that, between Payment Dates, the Holder may increase the Repayment Amount, to up to One Million Five Hundred Thousand Dollars ($1,500,0000) by providing written notice to the Maker of the amount of such increase, such payment to be due and payable by the Maker within one (1) day of the receipt of such notice, for one (1) Monthly Payment while the Note is outstanding. Notwithstanding, any and each of the The Monthly Payments shall, at the Maker’s option, be made in (i) cash, in the amount equal to the product of Monthly Payment multiplied by 1.05, (ii) Repayment Shares (as defined below)Shares, or (iii) a combination of cash and Repayment Shares; provided that the number of Repayment Shares to be delivered in accordance with clause (ii) or (iii) shall be determined by dividing (X) the portion of the Principal Amount being paid in Ordinary Shares shares of Common Stock, by (Y) the Repayment Share Price (as defined below)Price; provided, however, that, unless waived in writing in advance by the Holder, that no portion of the Principal Amount may be paid in Repayment Shares unless such Repayment Shares (A) may be immediately resold under pursuant to Rule 144 by Persons other than the Company’s Affiliates or holders of Conversion Shares that have been the Company’s Affiliates at a time during the immediately preceding three months, without restriction on the number of shares to be sold or manner of sale, or (B) are registered for resale under the 1933 Act and the registration statement is in effect and lawfully usable to effect immediate sales of such Repayment Shares by the HolderShares. The Company must provide advance written notice to the Holder of whether it will elect to pay a Monthly Payment in cash, Repayment Shares or a combination thereof as follows: (i) with respect to the first Monthly Payment, at least twenty ten (2010) days Business Days before the Payment Date, and (ii) with respect to each Monthly Payment thereafter, within three (3) Business Days of the prior Payment Date; provided, however, that if no such notice is provided within the timeframes set forth above, such Monthly Payments shall be made in Repayment Shares. Any Monthly Payment made in cash shall also include an additional payment in cash of four percent (4%) of such Monthly Payment which shall be in addition to any other amounts owing under this Note and shall not be applied towards the Outstanding Principal Amount. Notwithstanding the foregoing, with respect to no more than two of the Monthly Payments , the Holder may elect by delivering written notice to the Maker of its election to increase such Monthly Payment at least 5 Insert date that is 24 Months from issuance. 6 Amortization amount for Initial Note; Amortization amount for Subsequent to be 1/20th of Principal Amount two (2) Trading Days prior to the applicable Payment Date for such Monthly Payment to increase the amount of such Monthly Payment to up to eight hundred thousand dollars ($800,000.00); provided that any such increased Monthly Payment shall be made in Repayment Shares. In respect of any particular Monthly Payment elected to be increased by the Holder, the Holder may provide one or more notices to the Maker of its election to increase such Monthly Payment at least two (2) Trading Days prior to, or at any time following, the applicable Payment Date; provided that such notice shall be provided to the Company before the date that is two (2) Trading Days prior to the next succeeding Payment Date and that the amounts of the increases elected in such notices shall not cause the amount of such Monthly Payment to exceed in the aggregate $800,000.00. Following any such increased Monthly Payment, the amount of such increase shall be deducted from the amount of the last Monthly Payment owing hereunder until such Monthly Payment is reduced to zero and each Monthly Payment immediately preceding such Monthly Payment in reverse chronological order until such preceding Monthly Payment is also reduced to zero. Any Repayment Shares required to be delivered pursuant to this Section 1.3 as a result of notice given by the Holder to increase the Monthly Payment following the applicable Payment Date, will be required to delivered from such notice date in accordance with the time frames set forth in Section 3.2.

Principal Installment Payments. Commencing on the date that is the earlier of (1) the Registration Statement being declared effective and (2) 120 180 days from each the Issuance Date, the Maker shall pay to the Holder the Outstanding Principal Amount hereunder in twelve eighteen (1218) consecutive monthly installments, on such date and each one (1) month anniversary thereof (each, a “Payment Date” and collectively the “Monthly Payments”), an amount equal to [●] Three Hundred Nineteen Thousand Four Hundred Forty Four Dollars ($[●]) (the “Repayment Amount”319,444.00), until the Outstanding Principal Amount has been paid in full prior to or on the Maturity Date or, if earlier, upon acceleration, conversion or redemption of this Note in accordance with the terms herein; provided, that, between Payment Dates, the Holder may increase the Repayment Amount, to up to One Million Five Hundred Thousand Dollars ($1,500,0000) by providing written notice to the Maker of the amount of such increase, such payment to be due and payable by the Maker within one (1) day of the receipt of such notice, for one (1) Monthly Payment while the Note is outstanding. Notwithstanding, any and each of the The Monthly Payments shall, at the Maker’s option, be made in (i) cash, in the amount equal to the product of Monthly Payment multiplied by 1.05, (ii) Repayment Shares (as defined below)Shares, or (iii) a combination of cash and Repayment Shares; provided that the number of Repayment Shares shall be determined by dividing the Principal Amount being paid in Ordinary Shares shares of Common Stock by the Repayment Share Price (as defined below)Price; provided, however, that, unless waived in writing in advance by the Holder, that no portion of the Principal Amount may be paid in Repayment Shares unless such Repayment Shares (A) may be immediately resold under Rule 144 without restriction on the number of shares to be sold or manner of sale, or (B) are registered for resale under the 1933 Act and the registration statement is in effect and lawfully usable to effect immediate sales of such Repayment Shares by the HolderShares. The Company must provide advance written notice to the Holder of whether it will elect to pay a Monthly Payment in cash, Repayment Shares or a combination thereof as follows: (i) with respect to the first Monthly Payment, at least twenty ten (2010) days Business Days before the Payment Date, and (ii) with respect to each Monthly Payment thereafter, within three (3) Business Days of the prior Payment Date; provided, however, that if no such notice is provided within the timeframes set forth above, such Monthly Payments shall be made in Repayment Shares.

Principal Installment Payments. Commencing on the date that is the earlier of (1) the Registration Statement being declared effective and (2) 120 days from each Issuance Payment Commencement Date, the Maker shall pay to the Holder the Outstanding Principal Amount hereunder in twelve twenty four (1224) consecutive monthly installments, on such date and each one (1) month anniversary thereof (each, a “Payment Date” and collectively the “Monthly Payments”), an amount equal to [●] ($[●]) (the “Repayment Amount”)Outstanding Principal Amount on such Payment Date divided by the number of Monthly Payments remaining, until the Outstanding Principal Amount has been paid in full prior to or on the Maturity Date or, if earlier, upon acceleration, conversion or redemption of this Note in accordance with the terms herein; provided, that, between Payment Dates, the Holder may increase the Repayment Amount, to up to One Million Five Hundred Thousand Dollars ($1,500,0000) by providing written notice to the Maker of the amount of such increase, such payment to be due and payable by the Maker within one (1) day of the receipt of such notice, for one (1) Monthly Payment while the Note is outstanding. Notwithstanding, any and each of the The Monthly Payments shall, at the Maker’s option, be made in (i) cash, in the amount equal to the product of Monthly Payment multiplied by 1.05, (ii) Repayment Shares (as defined below)Shares, or (iii) a combination of cash and Repayment Shares; provided that the number of Repayment Shares shall be determined by dividing the Principal Amount plus accrued interest (if any) being paid in Ordinary Common Shares by the Repayment Share Price (as defined below)Price; provided, however, that, unless waived in writing in advance by the Holder, that no portion of the Principal Amount may be paid in Repayment Shares unless such Repayment Shares (A) may be immediately resold under Rule 144 without restriction on the number of shares to be sold or manner of sale, or (B) are registered for resale under the 1933 Act Act; and provided further, that if after the registration statement is first Monthly Payment, the Maker elects to make all or any portion of a Monthly Payment in effect and lawfully usable to effect immediate sales cash, such Monthly Payments shall be made in the amount of 105% of such Repayment Shares by the HolderMonthly Payments. The Company must provide advance written notice to the Holder of whether it will elect to pay a Monthly Payment in cash, Repayment Shares or a combination thereof as follows: (i) with respect to the first Monthly Payment, at least twenty five (205) days Business Days before the Payment Date, and (ii) with respect to each Monthly Payment thereafter, within three (3) Business Days of the prior Payment Date; provided, however, that if no such notice is provided within the timeframes set forth above, such Monthly Payments shall be made in Repayment Shares.

Principal Installment Payments. Commencing on the date that is the earlier of (1) the Registration Statement being declared effective and (2) 120 180 days from each the Issuance Date, the Maker shall pay to the Holder the Outstanding Principal Amount hereunder in twelve eighteen (1218) consecutive monthly installments, on such date and each one (1) month anniversary thereof (each, a “Payment Date” and collectively the “Monthly Payments”), an amount equal to [●] Three Hundred Thirty Three Thousand Three Hundred Thirty Three Dollars ($[●]) (the “Repayment Amount”333,333), until the Outstanding Principal Amount has been paid in full prior to or on the Maturity Date or, if earlier, upon acceleration, conversion or redemption of this Note in accordance with the terms herein; provided, that, between Payment Dates, the Holder may increase the Repayment Amount, to up to One Million Five Hundred Thousand Dollars ($1,500,0000) by providing written notice to the Maker of the amount of such increase, such payment to be due and payable by the Maker within one (1) day of the receipt of such notice, for one (1) Monthly Payment while the Note is outstanding. Notwithstanding, any and each of the The Monthly Payments shall, at the Maker’s option, be made in (i) cash, in the amount equal to the product of Monthly Payment multiplied by 1.05, (ii) Repayment Shares (as defined below)Shares, or (iii) a combination of cash and Repayment Shares; provided that the number of Repayment Shares shall be determined by dividing the Principal Amount being paid in Ordinary Shares shares of Common Stock by the Repayment Share Price (as defined below)Price; provided, however, that, unless waived in writing in advance by the Holder, that no portion of the Principal Amount may be paid in Repayment Shares unless (1) such Repayment Shares (A) may be immediately resold under Rule 144 without restriction on the number of shares to be sold or manner of sale, or (B) are registered for resale under the 1933 Act and the registration statement is in effect and lawfully usable to effect immediate sales of such Repayment Shares by the HolderShares. The Company must provide advance written notice to the Holder of whether it will elect to pay a Monthly Payment in cash, Repayment Shares or a combination thereof as follows: (i) with respect to the first Monthly Payment, at least twenty thirty (2030) days before the Payment Date, and (ii) with respect to each Monthly Payment thereafter, within three (3) Business Days of the prior Payment Date; provided, however, that if no such notice is provided within the timeframes set forth above, such Monthly Payments shall be made in Repayment Shares. If the Maker elects to make such Monthly Payment in Repayment Shares or a combination of cash and Repayment Shares, and at the time of such Payment Date, the Repayment Share Price is deemed to be the Floor Price, then in addition to issuing the Repayment Shares at the Repayment Share Price, the Maker will also pay to the Holder a cash amount equal to the following formula: (A B) x C Where: A: Number of shares of Common Stock that would be issued to the Holder on such Payment Date determined by dividing the Principal Amount being paid in shares of Common Stock by ninety percent (90%) of the average of the five (5) lowest daily VWAPs during the twenty (20) Trading Days prior to such Payment Date (notwithstanding the Floor Price); B: Number of Repayment Shares issued to the Holder in connection with such Payment Date; and C: the VWAP on the Payment Date.

Principal Installment Payments. Commencing on the date that is the earlier of (1) the Registration Statement being declared effective and (2) 120 days from each the Issuance Date, the Maker shall pay to the Holder the Outstanding Principal Amount hereunder in twelve twenty (1220) consecutive monthly installments, on such date and each one (1) month anniversary thereof (each, a “Payment Date” and collectively the “Monthly Payments”), an amount equal to [●] Two Hundred Ninety Thousand Dollars ($[●]) (the “Repayment Amount”290,000), until the Outstanding Principal Amount has been paid in full prior to or on the Maturity Date or, if earlier, upon acceleration, conversion or redemption of this Note in accordance with the terms herein; provided, that, between Payment Dates, the Holder may increase the Repayment Amount, to up to One Million Five Hundred Thousand Dollars ($1,500,0000) by providing written notice to the Maker of the amount of such increase, such payment to be due and payable by the Maker within one (1) day of the receipt of such notice, for one (1) Monthly Payment while the Note is outstanding. Notwithstanding, any and each of the The Monthly Payments shall, at the Maker’s option, be made in (i) cash, in the amount equal to the product of Monthly Payment multiplied by 1.05, (ii) Repayment Shares (as defined below)Shares, or (iii) a combination of cash and Repayment Shares; provided that the number of Repayment Shares shall be determined by dividing the Principal Amount being paid in Ordinary Shares by the Repayment Share Price (as defined below)Price; provided, however, that, unless waived in writing in advance by the Holder, that no portion of the Principal Amount may be paid in Repayment Shares unless such Repayment Shares (A) may be immediately resold under Rule 144 without restriction on the number of shares to be sold or manner of sale, or (B) are registered for resale under the 1933 Act and the registration statement is in effect and lawfully usable to effect immediate sales of such Repayment Shares by the HolderShares. The Company must provide advance written notice to the Holder of whether it will elect to pay a Monthly Payment in cash, Repayment Shares or a combination thereof as follows: (i) with respect to the first Monthly Payment, at least twenty (20) days before the Payment Date, and (ii) with respect to each Monthly Payment thereafter, within three (3) Business Days of the prior Payment Date; provided, however, that if no such notice is provided within the timeframes set forth above, such Monthly Payments shall be made in Repayment Shares.

Principal Installment Payments. Commencing on the date that is the earlier of (1) the Registration Statement being declared effective and (2) 120 180 days from each the Issuance Date, the Maker shall pay to the Holder the Outstanding Principal Amount hereunder in twelve (12) consecutive monthly installments, on such date and each one (1) month anniversary thereof (each, a “Payment Date” and collectively the “Monthly Payments”), an amount equal to [●] Three Hundred Six Thousand Six Hundred Sixty-Six Dollars and Sixty-Six Cents ($[●]306,666.66) (the “Repayment Amount”), until the Outstanding Principal Amount has been paid in full prior to or on the Maturity Date or, if earlier, upon acceleration, conversion or redemption of this Note in accordance with the terms herein; provided, that, between Payment Dates, the Holder may increase the Repayment Amount, to up to One Million Five Nine Hundred Thousand Dollars ($1,500,0000900,000) by providing written notice to the Maker of the amount of such increase, such payment to be due and payable by the Maker within one (1) day of the receipt of such notice, for one up to two (12) Monthly Payment Payments while the Note is outstanding. Notwithstanding, any and each of the The Monthly Payments shall, at the Maker’s option, be made in (i) cash, in the amount equal to the product of Monthly Payment multiplied by 1.05, (ii) Repayment Shares (as defined below), or (iii) a combination of cash and Repayment Shares; provided that the number of Repayment Shares shall be determined by dividing the Principal Amount being paid in Ordinary Shares shares of Common Stock by the Repayment Share Price (as defined below); provided, however, that, unless waived in writing in advance by the Holder, no portion of the Principal Amount may be paid in Repayment Shares unless such Repayment Shares (A) may be immediately resold under Rule 144 without restriction on the number of shares to be sold or manner of sale, or (B) are registered for resale under the 1933 Act and the registration statement is in effect and lawfully usable to effect immediate sales of such Repayment Shares by the HolderShares. The Company must provide advance written notice to the Holder of whether it will elect to pay a Monthly Payment in cash, Repayment Shares or a combination thereof as follows: (i) with respect to the first Monthly Payment, at least twenty (20) days before the Payment Date, and (ii) with respect to each Monthly Payment thereafter, within three (3) Business Days of the prior Payment Date; provided, however, that if no such notice is provided within the timeframes set forth above, such Monthly Payments shall be made in Repayment Shares.

Principal Installment Payments. Commencing on the date day that is the earlier six (6) month anniversary of (1) the Registration Statement being declared effective and (2) 120 days from each Issuance Date, the Maker shall pay to the Holder the Outstanding outstanding Principal Amount hereunder in twelve (12) consecutive monthly installments, on such date and each one (1) month anniversary thereof thereof, (each, a “Payment Date” and collectively ”), of Six Hundred Eleven Thousand One Hundred Eleven Dollars ($611,111) (the “Monthly Payments”), an amount equal subject to [●] Section 3.1 ($[●]a) (the “Repayment Amount”)of this Agreement, until the Outstanding Principal Amount has been paid in full prior to or on the Maturity Date or, if earlier, upon acceleration, conversion or redemption of this Note in accordance with the terms herein; provided, that, between Payment Dates, the Holder may increase the Repayment Amount, to up to One Million Five Hundred Thousand Dollars ($1,500,0000) by providing written notice to the Maker of the amount of such increase, such payment to be due and payable by the Maker within one (1) day of the receipt of such notice, for one (1) Monthly Payment while the Note is outstanding. Notwithstanding, any and each of the The Monthly Payments shall, at the Maker’s option, be made in (i) cash, in the amount equal to the product of Monthly Payment multiplied by 1.05, cash (ii) Repayment Shares (as defined below)Shares, or (iii) a combination of cash and Repayment Shares; provided that the number of Repayment Shares shall be determined by dividing the Principal Amount plus accrued interest (if any) being paid in Ordinary Shares by shares of Common Stock at the Repayment Share Price (as defined below)Price; provided, however, that, unless waived in writing in advance by the Holder, that no portion of the Principal Amount may be paid in Repayment Shares unless (A) such Repayment Shares (A) may be immediately resold under Rule 144 without restriction on the number of shares to be sold or manner of sale, or (B) are registered for resale under the 1933 Act and the registration statement is in effect and lawfully usable to effect immediate sales of such Repayment Shares by the HolderAct. The Company must provide advance written notice to the Holder of whether it will elect to pay a Monthly Payment in cash, Repayment Shares or a combination thereof as follows: (i) with respect to the first Monthly Payment, at least twenty thirty (2030) days before the Payment Date, and (ii) with respect to each Monthly Payment thereafter, within three (3) Business Days of the prior Payment Date; provided, however, that if no such notice is provided within the timeframes set forth above, such Monthly Payments shall be made in Repayment Sharescash.

Principal Installment Payments. Commencing on the date that is the earlier of one hundred twenty (1120) the Registration Statement being declared effective and (2) 120 days from each the Issuance Date, the Maker shall pay to the Holder the Outstanding Principal Amount hereunder in twelve twenty (1220) consecutive monthly installments, on such date and each one (1) month anniversary thereof (each, a “Payment Date” and collectively the “Monthly Payments”), an amount equal to [●] the greater of (x) 5% of the Principal Amount or (y) $[●]) (the “Repayment Amount”)240,000, until the Outstanding Principal Amount has been paid in full prior to or on the Maturity Date or, if earlier, upon acceleration, conversion or redemption of this Note in accordance with the terms herein; provided, that, between Payment Dates, the Holder may increase the Repayment Amount, to up to One Million Five Hundred Thousand Dollars ($1,500,0000) by providing written notice to the Maker of the amount of such increase, such payment to be due and payable by the Maker within one (1) day of the receipt of such notice, for one (1) Monthly Payment while the Note is outstanding. Notwithstanding, any and each of the The Monthly Payments shall, at the Maker’s option, be made in (i) cash, in the amount equal to the product of Monthly Payment multiplied by 1.05, (ii) Repayment Shares (as defined below)Shares, or (iii) a combination of cash and Repayment Shares; provided that the number of Repayment Shares shall be determined by dividing the Principal Amount being paid in Ordinary Shares shares of Common Stock by the Repayment Share Price (as defined below)Price; provided, however, that, unless waived in writing in advance by the Holder, that no portion of the Principal Amount may be paid in Repayment Shares unless such Repayment Shares (A) may be immediately resold under Rule 144 without restriction on the number of shares to be sold or manner of sale, or (B) are registered for resale under the 1933 Act and the registration statement is in effect and lawfully usable to effect immediate sales of such Repayment Shares by the HolderShares. The Company must provide advance written notice to the Holder of whether it will elect to pay a Monthly Payment in cash, Repayment Shares or a combination thereof as follows: (i) with respect to the first Monthly Payment, at least twenty ten (2010) days Business Days before the Payment Date, and (ii) with respect to each Monthly Payment thereafter, within three (3) Business Days of the prior Payment Date; provided, however, that if no such notice is provided within the timeframes set forth above, such Monthly Payments shall be made in Repayment Shares. Any Monthly Payment made in cash shall also include an additional payment in cash of five percent (5%) of such Monthly Payment which shall be in addition to any other amounts owing under this Note and which shall not be applied towards the Outstanding Principal Amount. Notwithstanding the foregoing, the Holder may elect with respect to no more than two of the Monthly Payments to increase the amount of such Monthly Payments up to seven hundred fifty thousand dollars ($750,000.00); provided that any such increased Monthly Payment is made in Repayment Shares and the requirement to deliver additional Repayment Shares, as a result, will be in accordance with the procedures set forth in Section 3.2. In respect of any particular Monthly Payment elected to be increased by the Holder, the Holder may provide one or more notices to the Maker of its election to increase such Monthly Payment at any time prior or following the applicable Payment Date; provided that such notices shall be provided to the Company prior to the next succeeding Payment Date and that the amounts of the increases elected in such notices shall not cause the amount of such Monthly Payment to exceed in the aggregate $750,000.00. Following any such increased Monthly Payment, the amount of such increase shall be deducted from the amount of the last Monthly Payment owing hereunder until such Monthly Payment is reduced to zero and each Monthly Payment immediately preceding such Monthly Payment in reverse chronological order until such preceding Monthly Payment is also reduced to zero.

Principal Installment Payments. Commencing Unless the Advance Payment has been made, commencing on the date day that is the earlier six (6) month anniversary of (1) the Registration Statement being declared effective and (2) 120 days from each Issuance Date, the Maker shall pay to the Holder the Outstanding Principal Amount hereunder in twelve (12) consecutive monthly installments, on such date and each one (1) month anniversary thereof thereof, (each, a “Payment Date” and collectively ”), of 1/18th of the Principal Amount (the “Monthly Payments”), an amount equal subject to [●] Section 3.1 ($[●]a) (the “Repayment Amount”)of this Agreement, until the Outstanding Principal Amount has been paid in full prior to or on the Maturity Date or, if earlier, upon acceleration, conversion or redemption of this Note in accordance with the terms herein; provided, that, between Payment Dates, the Holder may increase the Repayment Amount, to up to One Million Five Hundred Thousand Dollars ($1,500,0000) by providing written notice to the Maker of the amount of such increase, such payment to be due and payable by the Maker within one (1) day of the receipt of such notice, for one (1) Monthly Payment while the Note is outstanding. Notwithstanding, any and each of the The Monthly Payments shall, at the Maker’s option, be made in (i) cash, in the amount equal to the product of Monthly Payment multiplied by 1.05, cash (ii) Repayment Shares (as defined below)Shares, or (iii) a combination of cash and Repayment Shares; provided that the number of Repayment Shares shall be determined by dividing the Principal Amount plus accrued interest (if any) being paid in Ordinary Common Shares by at the Repayment Share Price (as defined below)Price; provided, however, that, unless waived in writing in advance by the Holder, that no portion of the Principal Amount may be paid in Repayment Shares unless (A) such Repayment Shares (A) may be immediately resold under Rule 144 without restriction on the number of shares to be sold or manner of sale, or (B) are registered for resale under the 1933 Act and the registration statement is in effect and lawfully usable to effect immediate sales of such Repayment Shares by the HolderAct. The Company must provide advance written notice to the Holder of whether it will elect to pay a Monthly Payment in cash, Repayment Shares or a combination thereof as follows: (i) with respect to the first Monthly Payment, at least twenty thirty (2030) days before the Payment Date, and (ii) with respect to each Monthly Payment thereafter, within three (3) Business Days of the prior Payment Date; provided, however, that if no such notice is provided within the timeframes set forth above, such Monthly Payments shall be made in Repayment Shares.