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

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

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two three (23) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of DefaultTrading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i2.1(f), 2.1(j2.1(i) or 2.1(k2.1(j), the Maker shall be obligated to pay interest on to the Outstanding Principal Holder the Mandatory Default Amount, which Mandatory Default Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest on past due interest) shall be immediately due and payable upon demandto the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Period. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day two Trading Days of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If Upon the failure of the Maker to cure an Event of Default shall have occurred and shall not have been remedied within the time permitted by this Note (i) two (2) Business Days for an including the time periods set forth in 2.2(a)), or if the Event of Default occurring is not capable of being cured, the remedies provided in this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (d) For the Company’s failure to comply with Sections 5.1(cavoidance of doubt, the provisions of Section 3.2(b) and 7.1(c(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other shall also apply upon any Events of Default, provided, however, that there shall be no cure period for an Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Holder hereunder may at any time at its option declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence mutual agreement of an Event of Default described above, the Company and the Holder, in its sole and absolute discretion, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion; or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (k) or (l) above, all amounts owing under this Note shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Maker shall pay interest on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest on past due interest) shall be due and payable upon demand. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k)continuing, the Holder of this Note may at any time at its option declare option: (a) demand that the entire unpaid principal balance amount of this Note plus all accrued interest thereon then outstanding shall be converted into Common Shares at the Conversion Price (if anyas defined in Section 3.2(a) below) then in effect; or declare immediately due and payablepayable the full Principal Amount of this Note, together with the Interest Amount and thereuponother amounts owing in respect thereof, the same in cash, which aggregate amount payable upon an Event of Default shall be accelerated and so due and payableequal to the Mandatory Repayment Amount, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Makerdefined in Section 3.4(a)(iv) below; provided, however, that (x) upon the occurrence of an Event of Default described abovein paragraphs (d) or (e) of Section 2.1, the Holderoutstanding principal balance and accrued interest hereunder shall be automatically due and payable. Commencing five (5) days after the occurrence of any Event of Default that causes or if uncured will cause, in its sole and absolute discretion, may: (a) demand the redemption acceleration of this Note, the Interest Rate shall accrue at a rate of 18% per annum, or such lower maximum amount of interest permitted to be charged under applicable law. All Notes for which the full Mandatory Repayment Amount hereunder shall have been paid in accordance herewith shall promptly be surrendered to or as directed by the Company. The Holder need not provide and the Company hereby waives any presentment, demand, protest or other notice of any kind. Such declaration may be rescinded and annulled by Xxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a Note pursuant to holder until such time, if any, as the full payment under this Section 3.5(a) hereofshall have been received by it. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon; or (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion; or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase AgreementSecurity Documents, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (k) or (l) above, all amounts owing under this Note shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two three (23) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of DefaultTrading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i2.1(f), 2.1(j2.1(i) or 2.1(k2.1(j), the Maker shall be obligated to pay interest on to the Outstanding Principal Holder the Mandatory Default Amount, which Mandatory Default Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest on past due interest) shall be immediately due and payable upon demandto the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Period. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day two Trading Days of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If Upon the failure of the Maker to cure an Event of Default shall have occurred and shall not have been remedied within the time permitted by this Note (i) two (2) Business Days for an including the time periods set forth in 2.2(a)), or if the Event of Default occurring is not capable of being cured, the remedies provided in this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (d) For the Company’s failure to comply with Sections 5.1(cavoidance of doubt, the provisions of Section 3.2(b) and 7.1(c(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other shall also apply upon any Events of Default, provided, however, that there shall be no cure period for an Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) Any Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Holder hereunder may at any time at its option declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence mutual agreement of an Event of Default described above, the Company and the Holder, in its sole and absolute discretion, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion; or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (k) or (l) above, all amounts owing under this Note shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two (2) Business Days of written notice thereof for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this NoteAgreement, or (ii) ten (10) Business Days of written notice thereof for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Maker shall pay interest on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”)) provided, to the extent any Event of Default results in the acceleration of all or any portion of the amounts owing under this Note, then the Default Interest Rate shall be increased, retroactive to the time such Event of Default occurred, to the lesser of eighteen percent (18%) per annum and the maximum rate permitted under applicable law; and (b) the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Maturity Date, upon conversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. Accrued and unpaid interest (including interest on past due interest) shall be due and payable upon demand. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If an any Event of Default shall have occurred and shall that has not have been remedied within (i) two (2) Business Days of written notice thereof for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this NoteAgreement, or (ii) ten (10) Business Days of written notice thereof for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare shall have the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of an Event of Default described above, the Holderright, in its sole and absolute discretion, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that declare all or a any portion of the Outstanding Principal Amount plus all accrued interest thereon immediately due and payable in cash (if any) be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by extent the Holder of does not elect to declare the applicable notice of conversion; or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies entire Outstanding Amount immediately due and interests under this Notepayable in cash, the Purchase AgreementHolder has the right to thereafter declare all remaining amounts immediately due and payable in cash). In addition, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (kSections 2.1(j) or (l2.1(k) abovehereof, all amounts owing under this Note shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the MakerCompany. In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind (other than the Holder’s election to declare such acceleration unless such acceleration is automatic as a result of the occurrence of an Event of Default described in Sections 2.1(j) or 2.1(k) hereof), and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Any acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to this Section 2.2(c). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. In addition, upon the occurrence and during the continuation of an Event of Default that has not been remedied within (i) two (2) Business Days of written notice thereof for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement, or (ii) ten (10) Business Days of written notice thereof for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(j) or 2.1(k), the Holder, in its sole and absolute discretion, may exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreements, the other Transaction Documents and applicable law. No course of dealing or delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Upon the payment in full of all amounts owing hereunder (including, without limitation, principal interest, the Mandatory Default Amount and all other amounts owing hereunder), the Holder shall promptly surrender this Note to or as directed by the Company.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within three (i3) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of DefaultTrading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Maker shall be obligated to pay interest on to the Outstanding Principal Holder the Mandatory Default Amount, which Mandatory Default Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest on past due interest) shall be immediately due and payable upon demandto the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Period. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one three (13) Business Day of Trading Days after the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If an Subject to Section 2.2(a), upon the occurrence of any Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare declare, by written notice to the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or payable within two (2) Trading Days of receipt of such notice, all . Upon the failure of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of Maker to cure an Event of Default described above, within the Holder, in its sole and absolute discretion, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery permitted by the Holder of the applicable notice of conversion; or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, or if the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described is not capable of being cured, the remedies provided in clauses this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (kd) or (lThe provisions of Section 3.2(b) above, all amounts owing shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Note shall become immediately due and payable without presentment, demand, protest or other notice Section 2.2. (e) Any Event of any kind, all of which are hereby Default hereunder may be waived by upon the Maker. No course of delay on the part mutual agreement of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of Company and the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of DefaultDefault (the relevant period, providedthe “Applicable Cure Period”), provided however, that there shall be no cure period for an Event of Default described in Section Sections 2.1(a), 2.1(d), 2.1(i), 2.1(j) or 2.1(k)) hereof, the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one two (12) Business Day Days of an officer of the Maker obtaining knowledge of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If Upon the occurrence and during the continuance of an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k)subject to any Applicable Cure Period, the Holder may at any time at its option (1) provide Maker with a written notice of the Event of Default and declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without further presentment, demand, protest, protest or noticenotice (other than the Holder’s election to declare such acceleration), all of which are hereby expressly unconditionally and irrevocably waived by the MakerMaker and (2) exercise all other rights and remedies available to it under the Transaction Documents; provided, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-then current Conversion Price and (ii) eightyeighty five-percent (8085%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion; , or (cb) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (k) or (lSection 2.1(k) above, all amounts owing under this Note the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default, the Maker, at the request of the Holder, shall be obligated to pay to the Holder the Mandatory Default that has not been remedied within (i) two (2) Business Days for an Amount, which Mandatory Default Amount shall be earned by the Holder on the date the Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) giving rise thereto occurs and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Maker shall pay interest on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 2.01 hereof under which such Event of Default has occurred. (c) If Upon the occurrence and during the continuance of an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Holder may at any time at its option (1) declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the MakerMaker and (2) exercise all other rights and remedies available to it under the Transaction Documents; provided, however, that (x) upon the occurrence of an Event of Default described aboveabove or an event which with the passage of time may result in an Event of Default, the Holder, in its sole and absolute discretiondiscretion (without the obligation to provide notice of such Event of Default or potential Event of Default), may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion; conversion or (cb) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (k) or (l) aboveSection 2.01(k), all amounts owing under this Note the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. . (d) No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. . (e) No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within (i) two (2) Business Trading Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business 15 Trading Days for all other Events of Default, ; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k2.1(j), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be payable to the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable upon demandon the Maturity Date subject to prior conversion using the Mandatory Default Amount and the Default Conversion Price, (provided all payments shall be subject to the provisions of the Purchase Agreement with respect to the holders of the Other Notes). For this purpose, the Holder shall have the option to have the Default Conversion Price determined as of the date the Conversion Notice was given to the Maker, and it may use the Default Conversion Price during the Pricing Period. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day three Trading Days of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure Subject to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k2.2(a), the Holder may at any time at its option declare declare, by written notice to the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payablepayable within two Trading Days of receipt of such notice; provided however that, without presentment, demand, protest, or within two Trading Days of receipt of such notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) demand the redemption of this Note pursuant Maker shall be permitted to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by provide the Holder with evidence that the Default was cured within the required periods set forth in Section 2.2(a). (d) The provisions of the applicable notice of conversion; or Section 3.2(b) and (c) exercise or otherwise enforce shall also apply upon any one or more Events of Default relating to Conversion Shares in addition to the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (k) or (l) above, all amounts owing under this Note shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwiseSection 2.2.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two three (23) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten seven (107) Business Days for all other Events of Default, ; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i2.1(h), 2.1(j) or 2.1(k2.1(i), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof (provided all payments shall be subject to the provisions of the Purchase Agreement with respect to the holders of the Other Notes). (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one three (13) Business Day Days of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If an Event of Default shall have occurred and shall not have been remedied within (i) two three (23) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten seven (107) Business Days for all other Events of Default, ; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i2.1(h), 2.1(j) or 2.1(k2.1(i), the Holder may at any time at its option option, subject to receiving the prior written consent of the Requisite Holder, declare all or a portion of the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, but subject to receiving the prior written consent of the Requisite Holder, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Mandatory Default Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock Ordinary Shares at a price per share equal to the lower lesser of (i) the then-current then applicable Conversion Price and (ii) eighty-percent (80%) the then applicable Event of Default Discount Price. For purposes of this Note “Event of Default Discount Price” shall mean the average of the three (3) lowest daily VWAPs during (which need not be consecutive) in the twenty fifteen (2015) Trading Days prior to ending on the date of the delivery by the Holder of the applicable notice Conversion Notice multiplied by sixty percent (60%), and which for the avoidance of conversion; or (c) exercise or otherwise enforce any one or more of doubt, may be less than the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon Floor Price. Upon the occurrence of an Event of Default described in clauses (kSections 2.1(h) or (li) above, all amounts owing under this Note the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder (including because the Holder has not obtained the consent of the Requisite Holder) shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. All payments shall be subject to the provisions of the Purchase Agreement with respect to the holders of the Other Notes.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, ; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), or 2.1(j) or 2.1(k), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof (provided all payments shall be subject to the provisions of the Purchase Agreement with respect to the holders of the Other Notes). (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one two (12) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, ; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), or 2.1(j) or 2.1(k), the Holder may at any time at its option option, subject to receiving the prior written consent of the Requisite Holder, declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, but subject to receiving the prior written consent of the Requisite Holder, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock Ordinary Shares at a price per share equal to 0.80 times the Market Price; provided, that, if at the lower time of such demand the Market Price is less than the Floor Price, and the Company desires to exercise a right to waive the Floor Price and issue Conversion Shares at less than the Floor Price, then in lieu of receiving such demanded portion of the Outstanding Principal Amount in Conversion Shares, the Holder may elect to receive a cash payment derived by multiplying (i) the then-current Conversion Price and number of Ordinary Shares which would have been required to be delivered pursuant to the above provisions by (ii) eighty-percent (80%) the VWAP of the average of Ordinary Shares on the three (3) lowest daily VWAPs during the twenty (20) last Trading Days Day prior to the delivery date of such demand; and provided, further however, that the conversion right set forth in this clause (a) shall not be exercisable by the Holder if, prior to such right being exercised, the Event of the applicable notice Default in question if capable of conversion; being cured, has been cured, or (cb) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon law. Upon the occurrence of an Event of Default described in clauses (kSections 2.1(i) or (lj) above, all amounts owing under this Note the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder (including because the Holder has not obtained the consent of the Requisite Holders) shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. All payments shall be subject to the provisions of the Purchase Agreement with respect to the holders of the Other Notes.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within three (i3) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of DefaultTrading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Maker shall be obligated to pay interest on to the Outstanding Principal Holder the Mandatory Default Amount, which Mandatory Default Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest on past due interest) shall be immediately due and payable upon demandto the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Conversion Price. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one three (13) Business Day of Trading Days after the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If an Subject to Section 2.2(a), upon the occurrence of any Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare declare, by written notice to the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protestpayable within two (2) Trading Days of receipt of such notice. Upon the failure of the Maker to cure an Event of Default within the time permitted by this Note, or noticeif the Event of Default is not capable of being cured, all the remedies provided in this Note shall continue and not be affected by any cure. (d) The provisions of which are hereby expressly unconditionally Section 3.2(b) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (e) It is understood and irrevocably waived by agreed that in addition to other remedies available under this Section 2.2, the Maker; providedHolder shall have the right to make claims against the executive(s) of the Company who negotiated and executed the Prior Agreement on behalf of the Company, however, that (x) upon the occurrence of an Event of Default as described above, the Holder, in its sole and absolute discretion, may: Section 2.1 (av). (f) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion; or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Any Event of Default described in clauses (k) or (l) above, all amounts owing under this Note shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby hereunder may be waived by upon the Maker. No course of delay on the part mutual agreement of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of Company and the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If Upon the occurrence and during the continuance of an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Holder may at any time at its option (1) declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the MakerMaker and (2) exercise all other rights and remedies available to it under the Transaction Documents; provided, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion; conversion or (cb) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (k) or (lSection 2.1(j) above, all amounts owing under this Note the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Defaultthree Trading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k)) and none for Section 2.1(l) beyond the 10 days contained therein, the Maker shall be obligated to pay interest on to the Outstanding Principal Holder the Mandatory Default Amount, which Mandatory Default Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest on past due interest) shall be immediately due and payable upon demandto the Holder. In the event this Note shall be converted under an Event of Default, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Conversion Notice was given to the Maker. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day of three Trading Days after the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If an Subject to Section 2.2(a), upon the occurrence of any Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare declare, by written notice to the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or payable within two Trading Days of receipt of such notice, all . Upon the failure of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of Maker to cure an Event of Default described above, within the Holder, in its sole and absolute discretion, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery permitted by the Holder of the applicable notice of conversion; or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, or if the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described is not capable of being cured, the remedies provided in clauses this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (kd) or (lThe provisions of Section 3.2(b) above, all amounts owing shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Note shall become immediately due and payable without presentment, demand, protest or other notice Section 2.2. (e) Any Event of any kind, all of which are hereby Default hereunder may be waived by upon the Maker. No course of delay on the part mutual agreement of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of Company and the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If Upon the occurrence and during the continuance of an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Holder may at any time at its option (1) declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the MakerMaker and (2) exercise all other rights and remedies available to it under the Transaction Documents; provided, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-five percent (8085%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion; conversion or (cb) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (kSection 2.1(j) or (l2.1(k) above, all amounts owing under this Note the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, further, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion, which price shall not be lower than the Floor Price (as defined below) in the event Stockholder Approval has not been obtained; or (cb) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (k) or (l) above, all amounts owing under this Note the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two three (23) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten seven (107) Business Days for all other Events of Default, ; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i2.1(h), 2.1(j) or 2.1(k2.1(i), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof (provided all payments shall be subject to the provisions of the Purchase Agreement with respect to the holders of the Other Notes). (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one three (13) Business Day Days of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If an Event of Default shall have occurred and shall not have been remedied within (i) two three (23) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten seven (107) Business Days for all other Events of Default, ; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i2.1(h), 2.1(j) or 2.1(k2.1(i), the Holder may at any time at its option option, subject to receiving the prior written consent of the Requisite Holder, declare all or a portion of the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, but subject to receiving the prior written consent of the Requisite Holder and only after all Class A Notes have been fully repaid or converted, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Mandatory Default Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock Ordinary Shares at a price per share equal to the lower lesser of (i) the then-current then applicable Conversion Price and (ii) eighty-percent (80%) the then applicable Event of Default Discount Price. For purposes of this Note “Event of Default Discount Price” shall mean the average of the three (3) lowest daily VWAPs during (which need not be consecutive) in the twenty fifteen (2015) Trading Days prior to ending on the date of the delivery by the Holder of the applicable notice Conversion Notice multiplied by sixty percent (60%), and which for the avoidance of conversion; or (c) exercise or otherwise enforce any one or more of doubt, may be less than the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon Floor Price. Upon the occurrence of an Event of Default described in clauses (kSections 2.1(h) or (li) above, all amounts owing under this Note the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder (including because the Holder has not obtained the consent of the Requisite Holder) shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. All payments shall be subject to the provisions of the Purchase Agreement with respect to the holders of the Other Notes.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, ; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i2.1(g), 2.1(j) or 2.1(k2.1(h), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof (provided all payments shall be subject to the provisions of the Purchase Agreement with respect to the holders of the Other Notes). (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one two (12) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, ; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i2.1(g), 2.1(j) or 2.1(k2.1(h), the Holder may at any time at its option option, subject to receiving the prior written consent of the Requisite Holders, declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, but subject to receiving the prior written consent of the Requisite Holders, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock Ordinary Shares at a price per share equal to 0.80 times the Market Price; provided, that, if at the lower time of such demand the Market Price is less than the Floor Price, and the Company desires to exercise a right to waive the Floor Price and issue Conversion Shares at less than the Floor Price, then in lieu of receiving such demanded portion of the Outstanding Principal Amount in Conversion Shares, the Holder may elect to receive a cash payment derived by multiplying (i) the then-current Conversion Price and number of Ordinary Shares which would have been required to be delivered pursuant to the above provisions by (ii) eighty-percent (80%) the VWAP of the average of the three (3) lowest daily VWAPs during the twenty (20) Ordinary Shares on last Trading Days Day prior to the delivery date of such demand; and provided, further however, that the conversion right set forth in this clause (a) shall not be exercisable by the Holder if, prior to such right being exercised, the Event of the applicable notice Default in question if capable of conversion; being cured, has been cured, or (cb) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon law. Upon the occurrence of an Event of Default described in clauses (ki) or (lj) above, all amounts owing under this Note the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder (including because the Holder has not obtained the consent of the Requisite Holders) shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. All payments shall be subject to the provisions of the Purchase Agreement with respect to the holders of the Other Notes.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within Default, interest will be payable on the Note at a rate equal to the greater of: (i) two twenty-four percent (224%) Business Days for an per annum; and (ii) the maximum rate permitted by applicable law (“Interest Upon Default Amount”). Such interest will accrue from the first date of the Event of Default occurring by on the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of outstanding Principal Amount, for as long as the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the will not have been remedied. The Maker shall must pay this amount of interest on the Outstanding outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest Investor on past due interest) shall be due and payable upon demanda monthly basis in arrears on the last day of each calendar month following Event of Default. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If Upon the occurrence and during the continuance of an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Holder may at any time at its option (1) declare that the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) due and payable, and thereupon, the same shall be accelerated and so due and payableInterest Upon Default Amount has become applicable, without presentment, demand, protest, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the MakerMaker and (2) exercise all other rights and remedies available to it under the Transaction Documents; provided, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion; or (c) may exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (k) or (l) above, all amounts owing under this Note shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Makerlaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of DefaultTrading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k2.1(j), the Maker shall be obligated to pay interest on to the Outstanding Principal Holder the Mandatory Default Amount, which Mandatory Default Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest on past due interest) shall be immediately due and payable upon demandto the Holder. If this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Period. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day two Trading Days of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If an Subject to Section 2.2(a), upon the occurrence of any Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare declare, by written notice to the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or payable within two Trading Days of receipt of such notice, all . Upon the failure of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of Maker to cure an Event of Default described abovewithin the time permitted by this Note, or if the Event of Default is not capable of being cured, the Holder, remedies provided in its sole and absolute discretion, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion including the use of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-current Alternative Conversion Price shall continue and not be affected by any cure. (iid) eighty-percent (80%The provisions of Section 3.2(b) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion; or and (c) exercise or otherwise enforce shall also apply upon any one or more Events of Default relating to Conversion Shares in addition to the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and Section 2.2. (ye) upon the occurrence of an Any Event of Default described in clauses (k) or (l) above, all amounts owing under this Note shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby hereunder may be waived by upon the Maker. No course of delay on the part mutual agreement of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of Company and the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two three (23) Business Days following the Company becoming aware of such Event of Default or the Holder notifying the Company in writing of the occurrence of such Event of Default, whichever is earlier, for an Event of Default described in Section 2.1(a), 2.1(c), 2.1(d), 2.1(i), or 2.1(m) or for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days following the Company becoming aware of such Event of Default or the Holder notifying the Company in writing of the occurrence of such Event of Default, whichever is earlier, for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j2.1(k) or 2.1(k2.1(t), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of DefaultDefault of which the Maker becomes aware, the Maker shall, as promptly as possible but in any event within one (1) Business Day of the Maker becoming aware of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If an Event of Default shall have occurred and shall not have been remedied within (i) two three (23) Business Days following the Company becoming aware of such Event of Default or the Holder notifying the Company in writing of the occurrence of such Event of Default, whichever is earlier, for an Event of Default described in Section 2.1(a), 2.1(c), 2.1(d), 2.1(i), or 2.1(m) or for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days following the Company becoming aware of such Event of Default or the Holder notifying the Company in writing of the occurrence of such Event of Default, whichever is earlier, for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the or 2.1(t). The Holder may at any time at its option (1) declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the MakerMaker and (2) exercise all other rights and remedies available to it under the Transaction Documents; provided, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion; conversion or (cb) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (kj) or (lk) above, all amounts owing under this Note the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 2.4 of this Note, or (ii) ten five (105) Business Days for all other Events of Default, ; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(iSections 2.1(g), 2.1(j) or 2.1(k2.1(h), the Maker shall be obligated to pay interest to the Holder the Mandatory Premium Amount, which Mandatory Premium Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one two (12) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 2.4 of this Note, or (ii) ten five (105) Business Days for all other Events of Default, ; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(iSections 2.1(a), 2.1(j) 2.1(g), or 2.1(k2.1(h), the Holder may at any time at its option option, declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Mandatory Premium Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Mandatory Premium Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at a price per share equal to the lower lesser of (i) the then-current then applicable Conversion Price and (ii) eighty-sixty percent (8060%) of the average of the three (3) lowest daily VWAPs during VWAP in the twenty fifteen (2015) Trading Days prior to ending on the date of the delivery by the Holder of the applicable notice of conversion; or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon Conversion Notice. Upon the occurrence of an Event of Default described in clauses (kSections 2.1(i) or (lj) above, all amounts owing under this Note the Mandatory Premium Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. For the avoidance of doubt upon the occurrence of any Event of Default, the Conversion Price shall not be subject to the Floor Price, and the Holder may engage in conversions under this Note at a price per share below the Floor Price.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, ; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), or 2.1(j) or 2.1(k), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof (provided all payments shall be subject to the provisions of the Purchase Agreement with respect to the holders of the Other Notes). (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one two (12) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, ; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), or 2.1(j) or 2.1(k), the Holder may at any time at its option option, subject to receiving the prior written consent of the Requisite Holder, declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, but subject to receiving the prior written consent of the Requisite Holder, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock Conversion Shares at a price per share equal to 0.80 times the Market Price; provided, that, if at the lower time of such demand the Market Price is less than the Floor Price, and the Company desires to exercise a right to waive the Floor Price and issue Conversion Shares at less than the Floor Price, then in lieu of receiving such demanded portion of the Outstanding Principal Amount in Conversion Shares, the Holder may elect to receive a cash payment derived by multiplying (i) the then-current number of Conversion Price and Shares which would have been required to be delivered pursuant to the above provisions by (ii) eighty-percent (80%) the VWAP of the average of Ordinary Shares on the three (3) lowest daily VWAPs during the twenty (20) last Trading Days Day prior to the delivery date of such demand; and provided, further however, that the conversion right set forth in this clause (a) shall not be exercisable by the Holder if, prior to such right being exercised, the Event of the applicable notice Default in question if capable of conversion; being cured, has been cured, or (cb) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon law. Upon the occurrence of an Event of Default described in clauses (kSections 2.1(i) or (lj) above, all amounts owing under this Note the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder (including because the Holder has not obtained the consent of the Requisite Holders) shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. All payments shall be subject to the provisions of the Purchase Agreement with respect to the holders of the Other Notes.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within the later of (i) the applicable cure period set forth in Section 2.1 above, (ii) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (iiiii) ten (10) Business Days for all other Events of Default, ; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i2.1(g), 2.1(j) or 2.1(k2.1(h), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of DefaultDefault known to the Maker, the Maker shall, as promptly as possible but in any event within one two (12) Business Day of the occurrence Days of such Event of DefaultDefault known to the Maker, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or cure periods set forth in Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, 2.1 above; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i2.1(g), 2.1(j) or 2.1(k2.1(h), the Holder may at any time at its option option, subject to receiving the prior written consent of the Requisite Holder, declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, but subject to receiving the prior written consent of the Requisite Holder, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price then in effect on the date of such demand; and provided, further however, that the conversion right set forth in this clause (iia) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery shall not be exercisable by the Holder if, prior to such right being exercised, the Event of the applicable notice Default in question if capable of conversion; being cured, has been cured, or (cb) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon law. Upon the occurrence of an Event of Default described in clauses (kSections 2.1(h) or (li) above, all amounts owing under this Note the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder (including because the Holder has not obtained the consent of the Requisite Holders) shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, ; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), or 2.1(j) or 2.1(k), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof (provided all payments shall be subject to the provisions of the Purchase Agreement with respect to the holders of the Other Notes). (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one two (12) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, ; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), or 2.1(j) or 2.1(k), the Holder may at any time at its option option, subject to receiving the prior written consent of the Requisite Holders, declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, but subject to receiving the prior written consent of the Requisite Holders, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock Ordinary Shares at a price per share equal to 0.80 times the Market Price; provided, that, if at the lower time of such demand the Market Price is less than the Floor Price, and the Company desires to exercise a right to waive the Floor Price and issue Conversion Shares at less than the Floor Price, then in lieu of receiving such demanded portion of the Outstanding Principal Amount in Conversion Shares, the Holder may elect to receive a cash payment derived by multiplying (i) the then-current Conversion Price and number of Ordinary Shares which would have been required to be delivered pursuant to the above provisions by (ii) eighty-percent (80%) the VWAP of the average of the three (3) lowest daily VWAPs during the twenty (20) Ordinary Shares on last Trading Days Day prior to the delivery date of such demand; and provided, further however, that the conversion right set forth in this clause (a) shall not be exercisable by the Holder if, prior to such right being exercised, the Event of the applicable notice Default in question if capable of conversion; being cured, has been cured, or (cb) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon law. Upon the occurrence of an Event of Default described in clauses (ki) or (lj) above, all amounts owing under this Note the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder (including because the Holder has not obtained the consent of the Requisite Holders) shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. All payments shall be subject to the provisions of the Purchase Agreement with respect to the holders of the Other Notes.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, five Trading Days; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j2.1(k) or 2.1(k2.1(l), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be payable to the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”)giving rise thereto occurs. Accrued and unpaid interest (including interest on past due interest) In the event this Note shall be due converted following the occurrence of an Event of Default, the Holder shall have the option to convert the Mandatory Default Amount, subject to the Floor Price, at the lesser of 70% of either of the following (representing a 30% discount): (i) the Market Conversion Price and payable upon demand(ii) the Acceleration Conversion Price. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day two Trading Days of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure Subject to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k2.2(a), the Holder may at any time at its option declare declare, by written notice to the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all payable within two Trading Days of which are hereby expressly unconditionally and irrevocably waived receipt of such notice by the Maker; provided, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion; or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (k) or (l) above, all amounts owing under this Note shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two (2) Business Days following the Company becoming aware of such Event of Default or the Holder notifying the Company in writing of the occurrence of such Event of Default, whichever is earlier, for an Event of Default described in Section 2.1(a), 2.1(c), 2.1(d), 2.1(i), or 2.1(m) or for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days following the Company becoming aware of such Event of Default or the Holder notifying the Company in writing of the occurrence of such Event of Default, whichever is earlier, for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j2.1(k) or 2.1(k2.1(t), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of DefaultDefault of which the Maker becomes aware, the Maker shall, as promptly as possible but in any event within one (1) Business Day of the Maker becoming aware of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days following the Company becoming aware of such Event of Default or the Holder notifying the Company in writing of the occurrence of such Event of Default, whichever is earlier, for an Event of Default described in Section 2.1(a), 2.1(c), 2.1(d), 2.1(i), or 2.1(m) or for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days following the Company becoming aware of such Event of Default or the Holder notifying the Company in writing of the occurrence of such Event of Default, whichever is earlier, for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), or 2.1(t). the Holder may at any time at its option (1) declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the MakerMaker and (2) exercise all other rights and remedies available to it under the Transaction Documents; provided, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion; conversion or (cb) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (kj) or (lk) above, all amounts owing under this Note the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within three (i3) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of DefaultTrading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Maker shall be obligated to pay interest on to the Outstanding Principal Holder the Mandatory Default Amount, which Mandatory Default Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest on past due interest) shall be immediately due and payable upon demandto the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Period. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one three (13) Business Day of Trading Days after the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If an Subject to Section 2.2(a), upon the occurrence of any Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare declare, by written notice to the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or payable within two (2) Trading Days of receipt of such notice, all . Upon the failure of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of Maker to cure an Event of Default described above, within the Holder, in its sole and absolute discretion, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery permitted by the Holder of the applicable notice of conversion; or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, or if the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described is not capable of being cured, the remedies provided in clauses this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (kd) or (lThe provisions of Section 3.2(b) above, all amounts owing shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Note shall become immediately due and payable without presentment, demand, protest or other notice Section 2.2. (e) Any Event of any kind, all of which are hereby Default hereunder may be waived by upon the Maker. No course of delay on the part mutual agreement of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of Company and the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

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

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two (2) Business Days following the Company becoming aware of such Event of Default or the Holder notifying the Company in writing of the occurrence of such Event of Default, whichever is earlier, for an Event of Default described in Section 2.1(a), 2.1(c), 2.1(d), 2.1(i), or 2.1(m) or for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days following the Company becoming aware of such Event of Default or the Holder notifying the Company in writing of the occurrence of such Event of Default, whichever is earlier, for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j2.1(k) or 2.1(k2.1(t), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of DefaultDefault of which the Maker becomes aware, the Maker shall, as promptly as possible but in any event within one (1) Business Day of the Maker becoming aware of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If an Event of Default shall have occurred and shall not have been remedied within (i) two three (23) Business Days following the Company becoming aware of such Event of Default or the Holder notifying the Company in writing of the occurrence of such Event of Default, whichever is earlier, for an Event of Default described in Section 2.1(a), 2.1(c), 2.1(d), 2.1(i), or 2.1(m) or for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days following the Company becoming aware of such Event of Default or the Holder notifying the Company in writing of the occurrence of such Event of Default, whichever is earlier, for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the or 2.1(t). The Holder may at any time at its option (1) declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the MakerMaker and (2) exercise all other rights and remedies available to it under the Transaction Documents; provided, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion; conversion or (cb) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (kj) or (lk) above, all amounts owing under this Note the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, further, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion, which price shall not be lower than the Floor Price (as defined below); or (cb) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (k) or (l) above, all amounts owing under this Note the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within the later of (i) the applicable cure period set forth in Section 2.1 above, (ii) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (iiiii) ten (10) Business Days for all other Events of Default, ; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), or 2.1(j) or 2.1(k), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof (provided all payments shall be subject to the provisions of the Purchase Agreement with respect to the holders of the Other Notes). (b) Upon the occurrence of any Event of DefaultDefault known to the Maker, the Maker shall, as promptly as possible but in any event within one two (12) Business Day of the occurrence Days of such Event of DefaultDefault known to the Maker, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or cure periods set forth in Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, 2.1 above; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), or 2.1(j) or 2.1(k), the Holder may at any time at its option option, subject to receiving the prior written consent of the Requisite Holder, declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, but subject to receiving the prior written consent of the Requisite Holder, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price then in effect on the date of such demand; and provided, further however, that the conversion right set forth in this clause (iia) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery shall not be exercisable by the Holder if, prior to such right being exercised, the Event of the applicable notice Default in question if capable of conversion; being cured, has been cured, or (cb) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon law. Upon the occurrence of an Event of Default described in clauses (kSections 2.1(h) or (li) above, all amounts owing under this Note the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder (including because the Holder has not obtained the consent of the Requisite Holders) shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. All payments shall be subject to the provisions of the Purchase Agreement with respect to the holders of the Other Notes.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within (i) two (2) Business three Trading Days for an or, with respect to the Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or described in Section 3.2 of this Note2.1(h), or two Trading Days (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i2.1(j), 2.1(j2.1(k) or 2.1(k2.1(l)), the Maker shall pay interest on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest on past due interest) Company shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be immediately due and payable upon demandto the Holder, anything contained in any Transaction Document to the contrary notwithstanding. In the event this Advance Note shall be converted under an Event of Default, prior to (and in place of) any payment of the Mandatory Default Amount to the Holder, the Holder shall have the option to convert the aggregate outstanding Principal of this Advance Note at the Alternative Conversion Price (provided that all payments shall be subject to the provisions of the Purchase Agreement with respect to the holders of the Other Advance Notes). For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Notice of Conversion for such conversion is delivered by the Holder to the Company, rather than the date of such Event of Default. (b) Upon the occurrence of any Event of Default, the Maker Company shall, as promptly as possible but in any event within one (1) Business Day two Trading Days of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If an The provisions of Section 3.2(b) and (c) shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Section 2.2. (d) Any Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by hereunder may be waived upon the Company’s failure to comply with Sections 5.1(c) and 7.1(c) mutual agreement of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion; or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (k) or (l) above, all amounts owing under this Note shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwiseParties.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Maker shall pay interest on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest on past due interest) shall be due and payable upon demand. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(kor2.1(k), the Holder may at any time at its option declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion; or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (k) or (l) above, all amounts owing under this Note shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 4.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of Default, if any Investor alleges in writing a claim of breach, the Maker shall, as promptly as possible but in any event within one (1) Business Day of the occurrence receipt of such Event claim, furnish a copy of Default, such claim to the Holder and notify the Holder the Maker’s response thereto. Thereafter, if the Requisite Holders join with the initiating noteholder, then the Requisite Holders shall select a noteholder representative (the “Representative”) to represent their interests hereunder and under the other Transaction Documents. The Representative shall thereafter be able to act on behalf of the occurrence holders of such Event the Notes and pursue remedies under the Notes and the other Transaction Documents, amend or waive the Notes and the other Transaction Documents or otherwise act on behalf of Default, describing the event or factual situation giving rise to holders of the Event of Default Notes hereunder and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurredthereunder. (c) If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 4.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, further, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-then- current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversionPrice; or (cb) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (k) or (l) above, all amounts owing under this Note the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of (i) any Event of Default under Sections 2.1(a), 2.1(j) or 2.1(k) hereof, (ii) any Event of Default resulting from the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement that has not been remedied within two (2) Business Days of written notice thereof, or (iii) any other Event of Default that has not been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k)written notice thereof, the Maker shall pay interest on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve the lesser of eighteen percent (1218%) per annum and the maximum rate permitted under applicable law (with such interest accruing from the “date such Event of Default Interest Rate”occurred) and, in addition, if any Event of Default has occurred under Sections 2.1(a), 2.1(j) or 2.1(k) hereof (including, without limitation, an Event of Default under Section 2.1(a) arising as a result of an acceleration of all or any portion of the amounts owing under this Note), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Maturity Date, upon conversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. Accrued and unpaid interest (including interest on past due interest) shall be due and payable upon demand. The Company acknowledges that there shall be no cure period or notice required with respect to any Event of Default under Sections 2.1(a), 2.1(j) or 2.1(k) hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If an (i) any Event of Default shall have occurred and shall not have been remedied within under Sections 2.1(a), 2.1(j) or 2.1(k) hereof occurs, (iii) two (2) Business Days for an any Event of Default occurring by resulting from the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 occurs and has not been remedied within two (2) Business Days of this Notewritten notice thereof, or (iiiii) any other Event of Default has occurred that has not been remedied within ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k)written notice thereof, the Holder may at any time at its option declare shall have the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of an Event of Default described above, the Holderright, in its sole and absolute discretion, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that declare all or a any portion of the Outstanding Principal Amount plus all accrued interest thereon immediately due and payable in cash (if any) be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by extent the Holder of does not elect to declare the applicable notice of conversion; or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies entire Outstanding Amount immediately due and interests under this Notepayable in cash, the Purchase AgreementHolder has the right to thereafter declare all remaining amounts immediately due and payable in cash). In addition, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (kSections 2.1(j) or (l2.1(k) abovehereof, all amounts owing under this Note shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the MakerCompany. In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind (other than the Holder’s election to declare such acceleration unless such acceleration is automatic as a result of the occurrence of an Event of Default described in Sections 2.1(j) or 2.1(k) hereof), and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Any acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to this Section 2.2(c). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. In addition, upon the occurrence of (i) any Event of Default under Sections 2.1(a), 2.1(j) or 2.1(k) hereof, (ii) any Event of Default resulting from the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement that has not been remedied within two (2) Business Days of written notice thereof, or (iii) any other Event of Default that has not been remedied within ten (10) Business Days of written notice thereof, the Holder, in its sole and absolute discretion, may exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreements, the other Transaction Documents and applicable law. The Company acknowledges that there shall be no cure period or notice required with respect to any Event of Default under Sections 2.1(a), 2.1(j) or 2.1(k) hereof. No course of dealing or delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Upon the payment in full of all amounts owing hereunder (including, without limitation, principal interest, the Mandatory Default Amount and all other amounts owing hereunder), the Holder shall promptly surrender this Note to or as directed by the Company.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied or waived within three (i3) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of DefaultTrading Days, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i2.1(g), 2.1(j) or 2.1(k), the Maker shall be obligated to pay interest on to the Outstanding Principal Holder the Mandatory Default Amount, which Mandatory Default Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”). Accrued and unpaid interest (including interest on past due interest) shall be immediately due and payable upon demandto the Holder. In the event this Note shall be converted whenever an Event of Default has occurred and is continuing without cure, the Holder shall have the option to convert the Mandatory Default Amount at the Alternative Conversion Price. For this purpose, the Holder shall have the option to have the Alternative Conversion Price determined as of the date the Conversion Notice was given to the Maker, and such option shall continue such that the Holder may continue to use the Alternative Conversion Price during the Pricing Period. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one three (13) Business Day of Trading Days after the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If an Subject to Section 2.2(a), upon the occurrence of any Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare declare, by written notice to the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Maker, the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or payable within three (3) Trading Days of receipt of such notice, all . Upon the failure of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that (x) upon the occurrence of Maker to cure an Event of Default described above, within the Holder, in its sole and absolute discretion, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery permitted by the Holder of the applicable notice of conversion; or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, or if the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described is not capable of being cured, the remedies provided in clauses this Note including the use of the Alternative Conversion Price shall continue and not be affected by any cure. (kd) or (lThe provisions of Section 3.2(b) above, all amounts owing shall also apply upon any Events of Default relating to Conversion Shares in addition to the remedies under this Note shall become immediately due and payable without presentment, demand, protest or other notice Section 2.2. (e) Any Event of any kind, all of which are hereby Default hereunder may be waived by upon the Maker. No course of delay on the part mutual agreement of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of Company and the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and [Section 7.1(c) )] of the Purchase Agreement or Section 3.2 4.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Maker shall be obligated to pay interest to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (date the “Event of Default Interest Rate”). Accrued giving rise thereto occurs and unpaid interest (including interest on past due interest) shall be due and payable on the earlier to occur of the Maturity Date, upon demandconversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of Default, if any Investor alleges in writing a claim of breach, the Maker shall, as promptly as possible but in any event within one (1) Business Day of the occurrence receipt of such Event claim, furnish a copy of Default, such claim to the Holder and notify the Holder the Maker’s response thereto. Thereafter, if the Requisite Holders join with the initiating noteholder, then the Requisite Holders shall select a noteholder representative (the “Representative”) to represent their interests hereunder and under the other Transaction Documents. The Representative shall thereafter be able to act on behalf of the occurrence holders of such Event the Notes and pursue remedies under the Notes and the other Transaction Documents, amend or waive the Notes and the other Transaction Documents or otherwise act on behalf of Default, describing the event or factual situation giving rise to holders of the Event of Default Notes hereunder and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurredthereunder. (c) If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Sections 5.1(c) and Section 7.1(c) of the Purchase Agreement or Section 3.2 4.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare the entire unpaid principal balance of this Note plus all accrued interest thereon (if any) Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, further, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) demand the redemption of this Note pursuant to Section 3.5(a) hereof; (b) from time-to-time demand that all or a portion of the Outstanding Principal Amount plus all accrued interest thereon (if any) be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion, which price shall not be lower than the Floor Price (as defined below); or (cb) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (k) or (l) above, all amounts owing under this Note the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.