Common use of Redemption Conversions Clause in Contracts

Redemption Conversions. Beginning on the date that is six (6) months after the Purchase Price Date and continuing thereafter until the Maturity Date (each date on which Lender delivers a Redemption Notice, a “Redemption Date”), Lender shall have the right, exercisable at any time, to redeem a portion of the Note in any amount (the “Redemption Amount”) up to the Maximum Monthly Redemption Amount by providing Borrower with a notice substantially in the form attached hereto as Exhibit B (each, a “Redemption Notice”). For the avoidance of doubt, Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar month, provided that the aggregate amount being redeemed in any calendar month does not exceed the Maximum Monthly Redemption Amount. Upon its receipt of a Redemption Notice, Borrower shall pay the applicable Redemption Amount to Lender in accordance with the provisions of this Section 8. Payments of each Redemption Amount may be made (a) in cash, or (b) by converting such Redemption Amount into shares of Common Stock (“Redemption Conversion Shares”, and together with the Lender Conversion Shares, the “Conversion Shares”) in accordance with this Section 8 (each, a “Redemption Conversion”) per the following formula: the number of Redemption Conversion Shares equals the portion of the applicable Redemption Amount being converted divided by the Redemption Conversion Price, or (c) by any combination of the foregoing, so long as the cash is delivered to Lender on the second Trading Day immediately following the applicable Redemption Date and the Redemption Conversion Shares are delivered to Lender on or before the applicable Delivery Date. Notwithstanding the foregoing, Borrower will not be entitled to elect a Redemption Conversion with respect to any portion of any applicable Redemption Amount and shall be required to pay the entire amount of such Redemption Amount in cash if on the applicable Redemption Date there is an Equity Conditions Failure, and such failure is not waived in writing by Lender. Notwithstanding that failure to repay this Note in full by the Maturity Date is an Event of Default, the Redemption Dates shall continue after the Maturity Date pursuant to this Section 8 until the Outstanding Balance is repaid in full, provided that the aggregate Redemption Amounts in any given calendar month following an Event of Default may exceed the Maximum Monthly Redemption Amount.

Redemption Conversions. Beginning on the date that is six (6) months after the Purchase Price Date and continuing thereafter until the Maturity Date (each date on which Lender delivers a Redemption Notice, a “Redemption Date”), Lender shall have the right, exercisable at any time, to redeem a portion of the Note in any amount (the “Redemption Amount”) up to the Maximum Monthly Redemption Amount by providing Borrower with a notice substantially in the form attached hereto as Exhibit B (each, a “Redemption Notice”). For the avoidance of doubt, Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar month, provided that the aggregate amount being redeemed in any calendar month does not exceed the Maximum Monthly Redemption Amount. Upon its receipt of a Redemption Notice, Borrower shall pay the applicable Redemption Amount to Lender in accordance with the provisions of this Section 817. Payments of each Redemption Amount may be made (a) in cash, or (b) by converting such Redemption Amount into shares of Common Stock (“Redemption Conversion Shares”, and together with the Lender Conversion Shares, the “Conversion Shares”) in accordance with this Section 8 17 (each, a “Redemption Conversion”) per the following formula: the number of Redemption Conversion Shares equals the portion of the applicable Redemption Amount being converted divided by the Redemption Conversion Price, or (c) by any combination of the foregoing, so long as the cash is delivered to Lender on the second Trading Day immediately following the applicable Redemption Date and the Redemption Conversion Shares are delivered to Lender on or before the applicable Delivery Date. Notwithstanding the foregoing, Borrower will not be entitled to elect a Redemption Conversion with respect to any portion of any applicable Redemption Amount and shall be required to pay the entire amount of such Redemption Amount in cash if on the applicable Redemption Date there is an Equity Conditions Failure, and such failure is not waived in writing by Lender. Notwithstanding that failure to repay this Note in full by the Maturity Date is an Event of Default, the Redemption Dates shall continue after the Maturity Date pursuant to this Section 8 17 until the Outstanding Balance is repaid in full, provided that the aggregate Redemption Amounts in any given calendar month following an Event of Default may exceed the Maximum Monthly Redemption Amount.

Redemption Conversions. Beginning on the date that is six (6) months after from the Purchase Price Date and continuing thereafter until the Maturity Date (each date on which Lender delivers a Redemption Notice, a “Redemption Date”), Lender shall have the right, exercisable at any timetime in its sole and absolute discretion, to redeem (each, a “Redemption”) any portion of the Note in any amount up to $350,000.00 per calendar month (such amount, the “Redemption Amount”) up to the Maximum Monthly Redemption Amount by providing Borrower with a notice substantially in the form attached hereto as Exhibit B (each, a “Redemption Notice”, and each date on which Lender delivers a Redemption Notice, a “Redemption Date”). For the avoidance of doubt, Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar month, provided that month so long as the aggregate amount being redeemed in any such calendar month does not exceed $350,000.00. At the Maximum Monthly Redemption Amount. Upon its receipt election of a Redemption Noticethe Borrower, Borrower shall pay the applicable Redemption Amount to Lender in accordance with the provisions of this Section 8. Payments payments of each Redemption Amount may be made (a) in cash, or (b) by converting such Redemption Amount into shares of Common Stock Ordinary Shares (“Redemption Conversion Shares”, and together with the Lender Conversion Shares, the “Conversion Shares”) in accordance with this Section 8 8.2 (each, a “Redemption Conversion”) per the following formula: the number of Redemption Conversion Shares equals the portion of the applicable Redemption Amount being converted divided by the Redemption Conversion Price, or (c) by any combination of the foregoing, so long as the cash is delivered to Lender on the second third (3rd) Trading Day immediately following the applicable Redemption Date and the Redemption Conversion Shares are delivered to Lender on or before the applicable Delivery DateDate (as defined below). Notwithstanding the foregoing, Borrower will not be entitled to elect a Redemption Conversion with respect to any portion of any applicable Redemption Amount and shall be required to pay the entire amount of such Redemption Amount in cash cash, if on the applicable Redemption Date there is an Equity Conditions Failure, and such failure is not waived in writing by Lender. Notwithstanding that failure to repay this Note in full by the Maturity Date is an Event of Default, the Redemption Dates shall continue after the Maturity Date pursuant to this Section 8 8.2 until the Outstanding Balance is repaid in full. Once Borrower has redeemed an amount equal to half of the original principal amount of this Note in cash, provided that the aggregate Redemption Amounts any subsequent Redemptions it makes in any given calendar month following an Event of Default may exceed the Maximum Monthly Redemption Amountcash will be subject to a twenty-five percent (25%) premium.

Redemption Conversions. Beginning on the earlier of the date that is six (6) months after the Purchase Price Date and continuing thereafter until the Maturity Date effective date of the Registration Statement (each date on which Lender delivers a Redemption Notice, a “Redemption Date”as defined in the Purchase Agreement), Lender shall have the right, exercisable at any timetime in its sole and absolute discretion, to redeem a portion of the Note in any amount (such amount, the “Redemption Amount”) up to the Maximum Monthly Redemption Amount by providing Borrower with a notice substantially in the form attached hereto as Exhibit B (each, a “Redemption Notice”, and each date on which Lender delivers a Redemption Notice, a “Redemption Date”). For the avoidance of doubt, Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar month, provided that the aggregate amount being redeemed in any calendar month does not exceed the Maximum Monthly Redemption Amount. Upon its receipt of a Redemption Notice, Borrower shall pay the applicable Redemption Amount to Lender in accordance with the provisions of this Section 8. Payments of each Redemption Amount may be made (a) in cash, or (b) by converting such Redemption Amount into shares of Common Stock (“Redemption Conversion Shares”, and together with the Lender Conversion Shares, the “Conversion Shares”) in accordance with this Section 8 (each, a “Redemption Conversion”) per the following formula: the number of Redemption Conversion Shares equals the portion of the applicable Redemption Amount being converted divided by the Redemption Conversion Price, or (c) by any combination of the foregoing, so long as the cash is delivered to Lender on or before the second third Trading Day immediately following the applicable Redemption Date and the Redemption Conversion Shares are delivered to Lender on or before the applicable Delivery Date. Notwithstanding the foregoing, Borrower will not be entitled to elect a Redemption Conversion with respect to any portion of any applicable Redemption Amount and shall be required to pay the entire amount of such Redemption Amount in cash cash, if on the applicable Redemption Date Date, there is an Equity Conditions Failure, and such failure is not waived in writing by Lender. In addition, notwithstanding anything herein to the contrary, in the event the Closing Trade Price on the Trading Day immediately prior to any Redemption Date is less than the Minimum Redemption Price, then Borrower must deliver the entire Redemption Amount in cash or obtain Lender’s consent to deliver Conversion Shares at a price agreed upon by Borrower and Lender. If Borrower is required to pay a Redemption Amount in cash pursuant to this Section 8 but cannot make a cash payment as result of the terms and conditions of the Subordination Agreement and Borrower and Lender cannot agree on a price at which such Redemption Conversion Shares would be delivered, then such event shall be considered an Event of Default under Section 4. Notwithstanding that failure to repay this Note in full by the Maturity Date is an Event of Default, the Redemption Dates shall continue after the Maturity Date pursuant to this Section 8 until the Outstanding Balance is repaid in full, provided that the aggregate Redemption Amounts in any given calendar month following an Event of Default may exceed the Maximum Monthly Redemption Amount.

Redemption Conversions. Beginning on the date that is six (6) months after the Purchase Price Date and continuing thereafter until the Maturity Date (each date on which Lender delivers a Redemption Notice, a “Redemption Date”), Lender shall have the right, exercisable at any time, to redeem a portion of the Note in any amount (the “Redemption Amount”) up to the Maximum Monthly Redemption Amount by providing Borrower with a notice substantially in the form attached hereto as Exhibit B (each, a “Redemption Notice”). For the avoidance of doubt, Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar month, provided that the aggregate amount being redeemed in any calendar month does not exceed the Maximum Monthly Redemption Amount. Upon its receipt of a Redemption Notice, Borrower shall pay the applicable Redemption Amount to Lender in accordance with the provisions of this Section 8. Payments of each Redemption Amount may be made (a) in cash, or (b) by converting such Redemption Amount into shares of Common Stock (“Redemption Conversion Shares”, and together with the Lender Conversion Shares, the “Conversion Shares”) in accordance with this Section 8 (each, a “Redemption Conversion”) per the following formula: the number of Redemption Conversion Shares equals the portion of the applicable Redemption Amount being converted divided by the Redemption Conversion Price, or (c) by any combination of the foregoing, so long as the cash is delivered to Lender on the second Trading Day immediately following the applicable Redemption Date and the Redemption Conversion Shares are delivered to Lender on or before the applicable Delivery Date. Notwithstanding the foregoing, Borrower will not be entitled to elect a Redemption Conversion with respect to any portion of any applicable Redemption Amount and shall be required to pay the entire amount of such Redemption Amount in cash if on the applicable Redemption Date there is an Equity Conditions Failure, and such failure is not waived in writing by Lender. Notwithstanding that failure to repay this Note in full by the Maturity Date is an Event of Default, the Redemption Dates shall continue after the Maturity Date pursuant to this Section 8 until the Outstanding Balance is repaid in full, provided that the aggregate Redemption Amounts in any given calendar month following an Event of Default may exceed the Maximum Monthly Redemption Amount.

Redemption Conversions. Beginning on the date that is six (6) months after the Purchase Price Date and continuing thereafter until the Maturity Date (each date on which Lender delivers a Redemption Notice, a “Redemption Date”), Lender shall have the right, exercisable at any timetime in its sole and absolute discretion, to redeem a all or any portion of the Note in any amount (such amount, the “Redemption Amount”) up to the Maximum Monthly Redemption Amount by providing Borrower with a notice substantially in the form attached hereto as Exhibit B (each, a “Redemption Notice”, and each date on which Lender delivers a Redemption Notice, a “Redemption Date”). For the avoidance of doubt, Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar month, provided that month so long as the aggregate amount being redeemed in any calendar month does Redemption Amounts do not exceed the Maximum Monthly Redemption Amount. Upon its receipt of a Redemption Notice, Borrower shall pay the applicable Redemption Amount to Lender in accordance with the provisions of this Section 8. Payments of each Redemption Amount may be made at the Borrower’s option pursuant to section 8.2 below (a) in cash, or (b) by converting such Redemption Amount into shares of Common Stock (“Redemption Conversion Shares”, and together with the Lender Conversion Shares, the “Conversion Shares”) in accordance with this Section 8 8.1 (each, a “Redemption Conversion”) per the following formula: the number of Redemption Conversion Shares equals the portion of the applicable Redemption Amount being converted divided by the Redemption Conversion Price, or (c) by any combination of the foregoing, so long as the cash is delivered to Lender on the second fifth (5th) Trading Day immediately following the applicable Redemption Date and the Redemption Conversion Shares are delivered to Lender on or before the applicable Delivery DateDate (as defined below). Notwithstanding the foregoing, Borrower will not be entitled to elect a Redemption Conversion with respect to any portion of any applicable Redemption Amount and shall be required to pay the entire amount of such Redemption Amount in cash cash, if on the applicable Redemption Date (y) there is an Equity Conditions Failure, and such failure is not waived in writing by Lender; or (z) the VWAP on the Trading Day immediately preceding the Redemption Date is below the Minimum Share Price. Notwithstanding that failure to repay this Note in full by the Maturity Date is an Event of Default, the Redemption Dates shall continue after the Maturity Date pursuant to this Section 8 8.1 until the Outstanding Balance is repaid in full, provided that the aggregate Redemption Amounts in any given calendar month following an Event of Default may exceed the Maximum Monthly Redemption Amount. In the event Borrower is obligated to pay any Redemption Amount in cash pursuant to this Section 8.1, Borrower covenants and agrees that it will obtain any consents required under the Subordination Agreements to make such payments in cash. Borrower’s failure for any reason to timely pay any Redemption Amount that must be paid in cash, including as a result of its failure to obtain the requisite consents under the Subordination Agreements, shall be considered an Event of Default hereunder.

Redemption Conversions. Beginning on the date that is six (6) months after the Purchase Price Date and continuing thereafter until the Maturity Date (each date on which Lender delivers a Redemption NoticeApril 1, a “Redemption Date”)2019, Lender shall have the right, exercisable at any timetime in its sole and absolute discretion, to redeem a all or any portion of the Note in any amount (such amount, the “Redemption Amount”) up to the Maximum Monthly Redemption Amount by providing Borrower with a notice substantially in the form attached hereto as Exhibit B (each, a “Redemption Notice”, and each date on which Lender delivers a Redemption Notice, a “Redemption Date”). For the avoidance of doubt, Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar month, provided that month so long as the aggregate amount being redeemed in any Redemption Amounts for each calendar month does do not exceed the Maximum Monthly Redemption Amount. Upon its receipt of a Redemption Notice, Borrower shall pay the applicable Redemption Amount to Lender in accordance with the provisions of this Section 8. Payments of each Redemption Amount may be made (a) in cash, or (b) by converting such Redemption Amount into shares of Common Stock (“Redemption Conversion Shares”, and together with the Lender Conversion Shares, the “Conversion Shares”) in accordance with this Section 8 8.2 (each, a “Redemption Conversion”) per the following formula: the number of Redemption Conversion Shares equals the portion of the applicable Redemption Amount being converted divided by the Redemption Conversion Price, or (c) by any combination of the foregoing, so long as the cash is delivered to Lender on the second fifth (5th) Trading Day immediately following the applicable Redemption Date and the Redemption Conversion Shares are delivered to Lender on or before the applicable Delivery DateDate (as defined below). Notwithstanding the foregoing, Borrower will not be entitled to elect a Redemption Conversion with respect to any portion of any applicable Redemption Amount and shall be required to pay the entire amount of such Redemption Amount in cash cash, if on the applicable Redemption Date there is an Equity Conditions Failure, and such failure is not waived in writing by Lender. Notwithstanding that failure to repay this Note in full by the Maturity Date is an Event of Default, the Redemption Dates shall continue after the Maturity Date pursuant to this Section 8 8.2 until the Outstanding Balance is repaid in full, provided that the aggregate Redemption Amounts in any given calendar month following an Event of Default may exceed the Maximum Monthly Redemption Amount. Notwithstanding the foregoing, in the event any applicable Redemption Conversion Price is below the Redemption Price Floor then either: (i) the Company shall honor the Redemption Conversion at the then effective Redemption Conversion Price for a Redemption Amount not to exceed $150,000.00 if the Redemption Conversion Price is equal to or greater than $0.06 or (ii) Borrower must pay the applicable Redemption Amount up to $150,000.00 in cash and not in Redemption Conversion Shares. In the event Borrower is obligated to pay any Redemption Amount in cash pursuant to this Section 8.2, Borrower covenants and agrees that it will obtain any consent required under the Subordination Agreement to make such payment in cash. Borrower’s failure for any reason to timely pay any Redemption Amount that must be paid in cash, including as a result of its failure to obtain the requisite consents under the Subordination Agreement, shall be considered an Event of Default hereunder.

Redemption Conversions. Beginning on the date that is six one hundred twenty-one (6121) months after days from the Purchase Price Date and continuing thereafter until the Maturity Date (each date on which Lender delivers a Redemption Notice, a “Redemption Date”), Lender shall have the right, exercisable at any timetime in its sole and absolute discretion, to redeem a all or any portion of the Note in any amount (such amount, the “Redemption Amount”) up ), subject to the Maximum Monthly Redemption Amount and the Minimum Monthly Redemption Amount, by providing Borrower with a notice substantially in the form attached hereto as Exhibit B (each, a “Redemption Notice”, and each date on which Lender delivers a Redemption Notice, a “Redemption Date”). For the avoidance of doubt, Lender Xxxxxx may submit to Borrower one (1) or more Redemption Notices in any given calendar month, ; provided that the aggregate amount being redeemed Redemption Amounts in any such calendar month does reaches the Minimum Monthly Redemption Amount but do not exceed the Maximum Monthly Redemption Amount. Upon its receipt of a Redemption Notice, Borrower shall pay the applicable Redemption Amount to Lender in accordance with the provisions of this Section 8. Payments of each Redemption Amount may be made (a) in cash, or (b) by converting such Redemption Amount into shares of Common Stock (“Redemption Conversion Shares”, and together with the Lender Conversion Shares, the “Conversion Shares”) in accordance with this Section 8 8.1 (each, a “Redemption Conversion”) per the following formula: the number of Redemption Conversion Shares equals the portion of the applicable Redemption Amount being converted divided by the Redemption Conversion Price, or (c) by any combination of the foregoing, so long as the cash is delivered to Lender on the second third Trading Day immediately following the applicable Redemption Date and the Redemption Conversion Shares are delivered to Lender on or before the applicable Delivery DateDate (as defined below). Notwithstanding the foregoing, Borrower will not be entitled to elect a Redemption Conversion with respect to any portion of any applicable Redemption Amount and shall be required to pay the entire amount of such Redemption Amount in cash cash, if on the applicable Redemption Date there is an Equity Conditions Failure, and such failure is not waived in writing by Lender. Notwithstanding that failure At the last day of any calendar month, if the amount redeemed in such calendar month is less than the Minimum Monthly Redemption Amount, then Borrower will be obligated to repay this redeem, in cash, a portion of the Note in full by equal to the Maturity Date is an Event of Default, the Redemption Dates shall continue after the Maturity Date pursuant to this Section 8 until the Outstanding Balance is repaid in full, provided that difference between the aggregate Redemption Amounts in such calendar month and the Minimum Monthly Redemption Amount (the “Minimum Redemption Obligation”). In the event Borrower fails to meet its Minimum Redemption Obligation in a given month, then the Outstanding Balance will automatically be increased by one percent (1%); provided, however, the Minimum Redemption Obligation will not apply if for any given calendar month following an Event of Default may exceed during the Maximum Calculation Period, the Average Amount Redeemed is greater than the Minimum Monthly Redemption Amount.

Redemption Conversions. Beginning on the date that is six (6) months after the Purchase Price Date and continuing thereafter until the Maturity Date (each date on which Lender delivers a Redemption Notice, a “Redemption Date”), Lender shall have the right, exercisable at any timetime in its sole and absolute discretion, to redeem a all or any portion of the Note in any amount (such amount, the “Redemption Amount”) up to the Maximum Monthly Redemption Amount by providing Borrower with a notice substantially in the form attached hereto as Exhibit B (each, a “Redemption Notice”, and each date on which Lender delivers a Redemption Notice, a “Redemption Date”). Notwithstanding the foregoing, during the nine-month period following the Purchase Price Date, Lender may not, in the aggregate, redeem more than 50% of the then-current Outstanding Balance (the “Maximum Redemption Amount Cap”); provided, however that the Maximum Redemption Amount Cap shall no longer apply after the earlier of the first occurrence of any Event of Default hereunder and the date that is nine (9) months from the Purchase Price Date. For the avoidance of doubt, Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar month, provided that month so long as the aggregate amount being redeemed in any calendar month does Redemption Amounts do not exceed the Maximum Monthly Redemption Amount. Upon its receipt of a Redemption Notice, Borrower shall pay the applicable Redemption Amount to Lender Cap (for so long as the Maximum Redemption Amount Cap remains in accordance with effect; thereafter, there shall be no limit on the provisions of this Section 8Redemption Amounts). Payments of each Redemption Amount may be made (a) in cash, or (b) by converting such Redemption Amount into shares of Common Stock (“Redemption Conversion Shares”, and together with the Lender Conversion Shares, the “Conversion Shares”) in accordance with this Section 8 (each, a “Redemption Conversion”) per the following formula: the number of Redemption Conversion Shares equals the portion of the applicable Redemption Amount being converted divided by the Redemption Conversion Price, or (c) by any combination of the foregoing, so long as the cash is delivered to Lender on the second third Trading Day immediately following the applicable Redemption Date and the Redemption Conversion Shares are delivered to Lender on or before the applicable Delivery Date. Notwithstanding the foregoing, Borrower will not be entitled to elect a Redemption Conversion with respect to any portion of any applicable Redemption Amount and shall be required to pay the entire amount of such Redemption Amount in cash cash, if on the applicable Redemption Date there is an Equity Conditions Failure, and such failure is not waived in writing by Lender. Notwithstanding that failure to repay this Note in full by the Maturity Date is an Event of Default, the Redemption Dates shall continue after the Maturity Date pursuant to this Section 8 until the Outstanding Balance is repaid in full, provided that the aggregate Redemption Amounts in any given calendar month following an Event of Default may exceed the Maximum Monthly Redemption Amount.

Redemption Conversions. Beginning on the date that is six (6) months after the Purchase Price Date and continuing thereafter until (the Maturity Date (each date on which Lender delivers a Redemption Notice, a “Redemption Start Date”), Lender shall have the right, exercisable at any timetime in its sole and absolute discretion, to redeem a all or any portion of the Note in any amount (such amount, the “Redemption Amount”) up to the Maximum Monthly Redemption Amount by providing Borrower with a notice substantially in the form attached hereto as Exhibit B (each, a “Redemption Notice”, and each date on which Lender delivers a Redemption Notice, a “Redemption Date”). For the avoidance of doubt, Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar month, provided that the aggregate amount being redeemed in any calendar month does not exceed the Maximum Monthly Redemption Amount. Upon its receipt of a Redemption Notice, Borrower shall pay the applicable Redemption Amount to Lender in accordance with the provisions of this Section 8. Payments of each Redemption Amount may be made (a) in cash, or (b) by converting such Redemption Amount into shares of Common Stock (“Redemption Conversion Shares”, and together with the Lender Conversion Shares, the “Conversion Shares”) in accordance with this Section 8 (each, a “Redemption Conversion”) per the following formula: the number of Redemption Conversion Shares equals the portion of the applicable Redemption Amount being converted divided by the Redemption Conversion Price, or (c) by any combination of the foregoing, so long as the cash is delivered to Lender on the second fifth Trading Day immediately following the applicable Redemption Date and the Redemption Conversion Shares are delivered to Lender on or before the applicable Delivery Date. Notwithstanding the foregoing, Borrower will not be entitled to elect a Redemption Conversion with respect to any portion of any applicable Redemption Amount and shall be required to pay the entire amount of such Redemption Amount in cash within thirty (30) days, if (a) on the applicable Redemption Date there is an Equity Conditions Failure, and such failure is not waived in writing by Lender; or (b) the Redemption Conversion Price is below the Conversion Price Floor and Borrower does not agree to waive the Conversion Price Floor. Notwithstanding that failure to repay this Note in full by the Maturity Date is an Event of Default, the Redemption Dates shall continue after the Maturity Date pursuant to this Section 8 until the Outstanding Balance is repaid in full, provided that . Lender agrees to redeem at least the aggregate Minimum Redemption Amounts Amount in each thirty-day period following the Redemption Start Date. Lender also agrees not to redeem more than the Minimum Redemption Amount in any given calendar month thirty-day period following an Event the Redemption Start Date in which the Redemption Conversion Price is less than the Conversion Floor Price. In the event Borrower cannot deliver Conversion Shares pursuant to a Redemption Notice as a result of Default may exceed Lender’s ownership of Common Stock being equal to the Maximum Monthly Redemption AmountPercentage (as defined below) and such shares of Common Stock are freely tradeable in Lender’s account, then the Maturity Date will be extended by one (1) Trading Day for each day that Borrower cannot deliver Conversion Shares as result of Lender’s ownership of the Maximum Percentage of shares (or a longer duration as shall be agreed between the Lender and the Borrower to enable the Borrower to deliver the Conversion Shares).

Redemption Conversions. Beginning on the date that is six (6) months after from the Purchase Price Date and continuing thereafter until the Maturity Date (each date on which Lender delivers a Redemption Notice, a “Redemption Date”), Lender shall have the right, exercisable at any timetime in its sole and absolute discretion, to redeem a any portion of the Note in any amount up to $840,000.00 per calendar month (such amount, the “Redemption Amount”) up to the Maximum Monthly Redemption Amount by providing Borrower with a notice substantially in the form attached hereto as Exhibit B (each, a “Redemption Notice”, and each date on which Lender delivers a Redemption Notice, a “Redemption Date”). For the avoidance of doubt, Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar month, provided that month so long as the aggregate amount being redeemed in any such calendar month does not exceed the Maximum Monthly Redemption Amount. Upon its receipt of a Redemption Notice, Borrower shall pay the applicable Redemption Amount to Lender in accordance with the provisions of this Section 8$840,000.00. Payments of each Redemption Amount may be made (a) in cash, or (b) by converting such Redemption Amount into shares of Common Stock ADSs (“Redemption Conversion Shares”, and together with the Lender Conversion Shares, the “Conversion Shares”) in accordance with this Section 8 8.2 (each, a “Redemption Conversion”) per the following formula: the number of Redemption Conversion Shares equals the portion of the applicable Redemption Amount being converted divided by the Redemption Conversion Price, or (c) by any combination of the foregoing, so long as the cash is delivered to Lender on the second third (3rd) Trading Day immediately following the applicable Redemption Date and the Redemption Conversion Shares are delivered to Lender on or before the applicable Delivery DateDate (as defined below). Notwithstanding the foregoing, Borrower will not be entitled to elect a Redemption Conversion with respect to any portion of any applicable Redemption Amount and shall be required to pay the entire amount of such Redemption Amount in cash cash, if on the applicable Redemption Date there is an Equity Conditions Failure, and such failure is not waived in writing by Lender. Notwithstanding that failure to repay this Note in full by the Maturity Date is an Event of Default, the Redemption Dates shall continue after the Maturity Date pursuant to this Section 8 8.2 until the Outstanding Balance is repaid in full. Once Borrower has redeemed an amount equal to half of the original principal amount of this Note in cash, provided that the aggregate Redemption Amounts any subsequent Redemptions it makes in any given calendar month following an Event of Default may exceed the Maximum Monthly Redemption Amountcash will be subject to a ten percent (10%) premium.

Redemption Conversions. Beginning on the date that is six (6) months after from the Purchase Price Date Date, Lender shall have the right, exercisable at any time in its sole and continuing thereafter until absolute discretion, to redeem all or any portion of the Maturity Date Note (such amount, the “Redemption Amount”), subject to the Maximum Monthly Redemption Amount, by providing Borrower with a notice substantially in the form attached hereto as Exhibit A (each, a “Redemption Notice”, and each date on which Lender delivers a Redemption Notice, a “Redemption Date”), Lender shall have the right, exercisable at any time, to redeem a portion of the Note in any amount (the “Redemption Amount”) up to the Maximum Monthly Redemption Amount by providing Borrower with a notice substantially in the form attached hereto as Exhibit B (each, a “Redemption Notice”). For the avoidance of doubt, Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar month, ; provided that the aggregate amount being redeemed Redemption Amounts in any such calendar month does do not exceed the Maximum Monthly Redemption Amount. Upon its receipt of a Redemption Notice, Borrower shall pay the applicable Redemption Amount to Lender in accordance with the provisions of this Section 8. Payments of each Redemption Amount may be made (a) in cash, or (b) by converting such Redemption Amount into shares of Common Stock (“Redemption Conversion Shares”, and together with the Lender Conversion Shares, the “Conversion Shares”) in accordance with this Section 8 3.2 (each, a “Redemption Conversion”) per the following formula: the number of Redemption Conversion Shares equals the portion of the applicable Redemption Amount being converted divided by the Redemption Conversion Price, or (c) by any combination of the foregoing, so long as the cash is delivered to Lender on the second third (3rd) Trading Day immediately following the applicable Redemption Date and the Redemption Conversion Shares are delivered to Lender on or before the applicable Delivery DateDate (as defined below). Notwithstanding the foregoing, Borrower will not be entitled to elect a Redemption Conversion with respect to any portion of any applicable Redemption Amount and shall be required to pay the entire amount of such Redemption Amount in cash cash, if on the applicable Redemption Date there is an Equity Conditions Failure, and such failure is not waived in writing by Lender. Notwithstanding that failure to repay this Note in full by the Maturity Date is an Event of Defaulta Trigger Event, the Redemption Dates shall continue after the Maturity Date pursuant to this Section 8 3.2 until the Outstanding Balance is repaid in full, provided that the aggregate Redemption Amounts in any given calendar month following an Event of Default may exceed the Maximum Monthly Redemption Amount.

Redemption Conversions. Beginning on the date that is six (6) months after from the Purchase Price Date and continuing thereafter until the Maturity Date (each date on which Lender delivers a Redemption Notice, a “Redemption Date”), Lender shall have the right, exercisable at any timetime in its sole and absolute discretion, to redeem a any portion of the Note in any amount up to $200,000.00 per calendar month (such amount, the “Redemption Amount”) up to the Maximum Monthly Redemption Amount by providing Borrower with a notice substantially in the form attached hereto as Exhibit B (each, a “Redemption Notice”, and each date on which Lender delivers a Redemption Notice, a “Redemption Date”). For the avoidance of doubt, Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar month, provided that month so long as the aggregate amount being redeemed in any such calendar month does not exceed $200,000.00. At the Maximum Monthly Redemption Amount. Upon its receipt election of a Redemption Noticethe Borrower, Borrower shall pay the applicable Redemption Amount to Lender in accordance with the provisions of this Section 8. Payments payments of each Redemption Amount may be made (a) in cash, or (b) by converting such Redemption Amount into shares of Common Stock Ordinary Shares (“Redemption Conversion Shares”, and together with the Lender Conversion Shares, the “Conversion Shares”) in accordance with this Section 8 8.2 (each, a “Redemption Conversion”) per the following formula: the number of Redemption Conversion Shares equals the portion of the applicable Redemption Amount being converted divided by the Redemption Conversion Price, or (c) by any combination of the foregoing, so long as the cash is delivered to Lender on the second third (3rd) Trading Day immediately following the applicable Redemption Date and the Redemption Conversion Shares are delivered to Lender on or before the applicable Delivery DateDate (as defined below). Notwithstanding the foregoing, Borrower will not be entitled to elect a Redemption Conversion with respect to any portion of any applicable Redemption Amount and shall be required to pay the entire amount of such Redemption Amount in cash cash, if on the applicable Redemption Date there is an Equity Conditions Failure, and such failure is not waived in writing by Lender. Notwithstanding that failure to repay this Note in full by the Maturity Date is an Event of Default, the Redemption Dates shall continue after the Maturity Date pursuant to this Section 8 8.2 until the Outstanding Balance is repaid in full, provided that the aggregate Redemption Amounts in any given calendar month following an Event of Default may exceed the Maximum Monthly Redemption Amount.

Redemption Conversions. Beginning on the date that is six (6) months after from the Purchase Price Date and continuing thereafter until the Maturity Date (each date on which Lender delivers a Redemption Notice, a “Redemption Date”), Lender shall have the right, exercisable at any timetime in its sole and absolute discretion, to redeem a all or any portion of the Note in any amount (such amount, the “Redemption Amount”) up to the Maximum Monthly Redemption Amount by providing Borrower with a notice substantially in the form attached hereto as Exhibit B (each, a “Redemption Notice”, and each date on which Lender delivers a Redemption Notice, a “Redemption Date”). For the avoidance of doubt, Lender Xxxxxx may submit to Borrower one (1) or more Redemption Notices in any given calendar month, provided that the aggregate amount being redeemed in any calendar month does not exceed the Maximum Monthly Redemption Amount. Upon its receipt of a Redemption Notice, Borrower shall pay the applicable Redemption Amount to Lender in accordance with the provisions of this Section 8. Payments of each Redemption Amount may be made (a) in cash, or (b) by converting such Redemption Amount into shares of Common Stock (“Redemption Conversion Shares”, and together with the Lender Conversion Shares, the “Conversion Shares”) in accordance with this Section 8 8.2 (each, a “Redemption Conversion”) per the following formula: the number of Redemption Conversion Shares equals the portion of the applicable Redemption Amount being converted divided by the Redemption Conversion Price, or (c) by any combination of the foregoing, so long as the cash is delivered to Lender on the second third (3rd) Trading Day immediately following the applicable Redemption Date and the Redemption Conversion Shares are delivered to Lender on or before the applicable Delivery DateDate (as defined below). Notwithstanding the foregoing, Borrower will not be entitled to elect a Redemption Conversion with respect to any portion of any applicable Redemption Amount and shall be required to pay the entire amount of such Redemption Amount in cash cash, if on the applicable Redemption Date there is an Equity Conditions Failure, and such failure is not waived in writing by Lender. Notwithstanding that failure to repay this Note in full by the Maturity Date is an Event of Default, the Redemption Dates shall continue after the Maturity Date pursuant to this Section 8 8.2 until the Outstanding Balance is repaid in full, provided that the aggregate Redemption Amounts in any given calendar month following an Event of Default may exceed the Maximum Monthly Redemption Amount.

Redemption Conversions. Beginning on the date that is six (6) months after from the Purchase Price Date and continuing thereafter until the Maturity Date (each date on which Lender delivers a Redemption Notice, a “Redemption Date”), Lender shall have the right, exercisable at any timetime in its sole and absolute discretion, to redeem a any portion of the Note in any amount up to $3,360,000.00 per calendar month (such amount, the “Redemption Amount”) up to the Maximum Monthly Redemption Amount by providing Borrower with a notice substantially in the form attached hereto as Exhibit B (each, a “Redemption Notice”, and each date on which Lender delivers a Redemption Notice, a “Redemption Date”). For the avoidance of doubt, Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar month, provided that month so long as the aggregate amount being redeemed in any such calendar month does not exceed the Maximum Monthly Redemption Amount. Upon its receipt of a Redemption Notice, Borrower shall pay the applicable Redemption Amount to Lender in accordance with the provisions of this Section 8$3,360,000.00. Payments of each Redemption Amount may be made (a) in cash, or (b) by converting such Redemption Amount into shares of Common Stock ADSs (“Redemption Conversion Shares”, and together with the Lender Conversion Shares, the “Conversion Shares”) in accordance with this Section 8 8.2 (each, a “Redemption Conversion”) per the following formula: the number of Redemption Conversion Shares equals the portion of the applicable Redemption Amount being converted divided by the Redemption Conversion Price, or (c) by any combination of the foregoing, so long as the cash is delivered to Lender on the second third (3rd) Trading Day immediately following the applicable Redemption Date and the Redemption Conversion Shares are delivered to Lender on or before the applicable Delivery DateDate (as defined below). Notwithstanding the foregoing, Borrower will not be entitled to elect a Redemption Conversion with respect to any portion of any applicable Redemption Amount and shall be required to pay the entire amount of such Redemption Amount in cash cash, if on the applicable Redemption Date there is an Equity Conditions Failure, and such failure is not waived in writing by Lender. Notwithstanding that failure to repay this Note in full by the Maturity Date is an Event of Default, the Redemption Dates shall continue after the Maturity Date pursuant to this Section 8 8.2 until the Outstanding Balance is repaid in full. Once Borrower has redeemed an amount equal to half of the original principal amount of this Note in cash, provided that the aggregate Redemption Amounts any subsequent Redemptions it makes in any given calendar month following an Event of Default may exceed the Maximum Monthly Redemption Amountcash will be subject to a ten percent (10%) premium.

Redemption Conversions. Beginning on the date that is six (6) months after the Purchase Price Date and continuing thereafter until the Maturity Date (each date on which Lender delivers a Redemption Notice, a “Redemption Date”), Lender shall have the right, exercisable at any time, to redeem a portion of the Note in any amount (the “Redemption Amount”) up to the Maximum Monthly Redemption Amount by providing Borrower with a notice substantially in the form attached hereto as Exhibit B (each, a “Redemption Notice”). For the avoidance of doubt, Lender Lxxxxx may submit to Borrower one (1) or more Redemption Notices in any given calendar month, provided that the aggregate amount being redeemed in any calendar month does not exceed the Maximum Monthly Redemption Amount. Upon its receipt of a Redemption Notice, Borrower shall pay the applicable Redemption Amount to Lender in accordance with the provisions of this Section 817. Payments of each Redemption Amount may be made (a) in cash, or (b) by converting such Redemption Amount into shares of Common Stock (“Redemption Conversion Shares”, and together with the Lender Conversion Shares, the “Conversion Shares”) in accordance with this Section 8 17 (each, a “Redemption Conversion”) per the following formula: the number of Redemption Conversion Shares equals the portion of the applicable Redemption Amount being converted divided by the Redemption Conversion Price, or (c) by any combination of the foregoing, so long as the cash is delivered to Lender on the second Trading Day immediately following the applicable Redemption Date and the Redemption Conversion Shares are delivered to Lender on or before the applicable Delivery Date. Notwithstanding the foregoing, Borrower will not be entitled to elect a Redemption Conversion with respect to any portion of any applicable Redemption Amount and shall be required to pay the entire amount of such Redemption Amount in cash if on the applicable Redemption Date there is an Equity Conditions Failure, and such failure is not waived in writing by Lender. Notwithstanding that failure to repay this Note in full by the Maturity Date is an Event of Default, the Redemption Dates shall continue after the Maturity Date pursuant to this Section 8 17 until the Outstanding Balance is repaid in full, provided that the aggregate Redemption Amounts in any given calendar month following an Event of Default may exceed the Maximum Monthly Redemption Amount.