Common use of Remedies Upon Event of Default Clause in Contracts

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as the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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if any If an Event of Default occursoccurs pursuant to Section 4(a)(i), then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s electionelection and upon notice thereof to the Company, immediately due and payable in cash cash. If an Event of Default occurs pursuant to Sections 4(a)(ii) - 4(a)(vi), the outstanding principal amount of this Note, plus accrued but unpaid interest, and other amounts owing in respect thereof through the date of acceleration, shall become, at the Mandatory Default AmountHolder’s election and upon notice thereof to the Company, immediately due and payable in cash. After Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amountthis Note pursuant to this Section 4(b), the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx 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 6(b4(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount Principal Amount of this NoteDebenture, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at cash. Until the Mandatory Default Amount. After earlier of such time as the occurrence of any Event of Default that results in has been cured, if possible to cure, or the eventual acceleration of this Note, Maturity Date (i) the interest rate on this Note Debenture shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annumannum and (ii) the Conversion Price shall be reduced to 50% of the average of the VWAPs for the 5 consecutive Trading Days ending on the 5th Trading Day immediately prior to the date of such Event of Default (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the maximum rate permitted under applicable lawCommon Stock during such 5 Trading Day period). Upon the payment in full of the Mandatory Default Amountoutstanding Principal Amount and interest of this Debenture and all other amounts, costs, expenses and liquidated damages due in respect of this Debenture, the Holder shall promptly surrender this Note Debenture to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note Debenture until such time, if any, as the Holder receives full payment pursuant to this Section 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election For each 90-day period during which an Event of the HolderDefault has occurred and is continuing, the Holder may require the Company will be entitled to redeem all receive warrants in an amount equal to 25% of the Notes then held by such Holder through the issuance original Warrant Shares issued to such Holder of such number of shares of Common Stock equal to on substantially the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, same terms as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullB Warrant.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e5(d), if any Event of Default occurs, then the outstanding principal Principal Amount of this Note, the outstanding Guaranteed Interest amount of this Note, plus accrued but unpaid Default Rate interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable at the Holder’s option, in cash or in shares of Common Stock, at the Mandatory Default Amount. After the occurrence of any Event of Default that results in the eventual acceleration of this Note, in addition to the interest Guaranteed Interest rate on this Note Note, shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) the Default Rate or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default AmountAmount in cash or in shares of Common Stock, the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest protest, or other notice of any kindkind (other than the Holder’s election to declare such acceleration), 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. Such acceleration may be rescinded and annulled by Xxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the this Note until such time, if any, as the Holder receives full payment pursuant to this Section 6(b7(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rateRate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this NoteDebenture, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at cash; provided, however, that in the case of all Events of Default other than those described in 8(a)(iii)(B), (vi), (viii) and (xii) (the “Mandatory Default Exclusions”) an amount equal to the Mandatory Default AmountAmount shall be paid. After Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this NoteDebenture, the interest rate on this Note Debenture shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default AmountAmount (or, in the case of an Event of Default involving a Mandatory Default Exclusion, the outstanding principal amount of this Debenture, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration) the Holder shall promptly surrender this Note Debenture to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note Debenture until such time, if any, as the Holder receives full payment pursuant to this Section 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e5(d), if any Event of Default occurs, then the outstanding principal Principal Amount of this Note, the outstanding Guaranteed Interest amount of this Note, plus accrued but unpaid Default Rate interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable at the Holder’s option, in cash or in shares of Common Stock, at the Mandatory Default Amount. After the occurrence of any Event of Default that results in the eventual acceleration of this Note, in addition to the interest Guaranteed Interest rate on this Note Note, shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) the Default Rate or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default AmountAmount in cash or in shares of Common Stock, the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest protest, or other notice of any kindkind (other than the Holder’s election to declare such acceleration), 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the this Note until such time, if any, as the Holder receives full payment pursuant to this Section 6(b7(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, the Company shall have thirty (30) days to cure such Event of Default. If following the thirty (30) day period the Event of Default remains, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After Commencing thirty (30) days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional a default rate of interest rate equal to the lesser of 1.5% per month (18% per annum) or the maximum rate permitted under applicable law). Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this NoteDebenture, plus accrued but unpaid interest, plus the applicable Interest Make-Whole Amount, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default AmountAmount and shall become convertible into shares of Common Stock at the lesser of (i) the Conversion Price, and (ii) 60% of the average VWAP for the five Trading Days in the preceding twenty Trading Days that have the lowest VWAP during such period. After Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this NoteDebenture, the interest rate on this Note Debenture shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note Debenture to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note Debenture until such time, if any, as the Holder receives full payment pursuant to this Section 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e4(d), if any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable at the Holder’s option, in cash or in shares of Common Stock (subject to the Equity Conditions), at the Mandatory Default Amount. After the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% two percent (2%) per month (18% twenty-four percent (24%) per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default AmountAmount in cash or in shares of Common, the Holder shall promptly surrender this Note to or as directed by the CompanyCompanies. In connection with such acceleration described herein, the Holder need not provide, and the Company Companies hereby waives, any presentment, demand, protest or other notice of any kindkind (other than the Holder’s election to declare such acceleration), 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After Commencing five days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) annum or the maximum rate permitted under applicable law. At Holder’s option, it shall be entitled to be paid all such amounts due including late fees, if any, in cash or from time to time in Common Stock with the conversion price of the Common Stock equal to a 30% discount to the lowest closing price of the common stock for the 10 prior Trading Days. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx 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 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as and to the extent set forth in Section 4(e4(d), and subject to any other limitations regarding percentage of ownership of Common Stock contained herein, if any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest (including all interest, whether or not accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or similar proceeding, all of which shall continue to accrue whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, liquidated damages and any other amounts owing by any Company Party in respect thereof or under any Transaction Document through the date of acceleration, shall become, at the Holder’s electionelection in its sole discretion, in whole or in part, immediately due and payable payable, in cash or in shares of Common Stock (at the Holder’s option in its sole discretion), at the Mandatory Default Amount, divided by the Conversion Price. After Immediately on and after the occurrence of any Event of Default that results in the eventual acceleration Default, without need for notice or demand all of this Notewhich are waived, the interest rate on this Note shall accrue and be owed daily at an additional increased interest rate equal to the lesser of 1.5% two percent (2.0%) per month (18% twenty-four percent (24.0%) per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default AmountAmount in cash or in shares of Common Stock, the Holder shall promptly surrender this Note to or as directed by the Company. 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 kindkind (other than the Holder’s election to declare such acceleration), 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx 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 6(b7(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, The Company shall provide all information and documentation to the Holder may require that is requested by the Company Holder to redeem all enable the Holder to confirm the Company’s compliance with the terms and conditions of this Note and the Notes then held by such Holder through the issuance other Transaction Documents and to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due enforce its rights hereunder and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullthereunder.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, the Company shall have five (5) days to cure such Event of Default. If following the five-day period the Event of Default remains, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After Further, upon the sixth (6th) day following an Event of Default (unless cured in the manner set forth hereinabove), the then-outstanding principal amount of this Note shall be immediately increased by fifty percent (50%); provided, however, that such increase shall be twenty-five percent (25%) solely if the Event of Default is pursuant to Section 6(a)(xviii). Commencing five (5) days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% one and one-half percent (1.50%) per month (18% per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx the 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. AlternativelyFurther to, at the election and not in denigration of the Holder, any other remedies to which the Holder may require be entitled, if any Event of Default occurs and following the Company five-day cure period the Event of Default remains, then the Holder has the right, but not the obligation, to redeem exercise its rights to convert all or any part of the Notes then held by such Holder through the issuance to such Holder of such number of shares of this Note into Common Stock equal to at the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullPrice.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if Upon any Event of Default occurs(other than an Event of Default pursuant to Section 8(a)(vi)), then the outstanding principal amount of this NoteNote and other amounts owing in respect thereof, plus accrued but unpaid interestshall become, liquidated damages at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. Upon any Event of Default pursuant to Section 8(a)(vi), the outstanding principal amount of this Note and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After Commencing on the Maturity Date and also five (5) days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue in addition to the ten percent (10%) per annum at an additional interest rate equal to the lesser of 1.5% five percent (5%) per month (18% per annum) annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the CompanyXxxxxxxx. In connection with such acceleration described herein, the Holder need not provide, and the Company Borrower hereby waives, any presentment, demand, protest or other notice of any kind, 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. Such acceleration may be rescinded and annulled by Xxxxxx 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 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue interest at an additional interest rate equal to the lesser of 1.52% per month (1824% per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively; and in addition to any other remedies herein and notwithstanding any other provision in this Note, at in addition to any other rights and remedies available to the election Holder in an Event of the HolderDefault, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock Conversion Price in effect on any Conversion Date shall be equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption AmountPrice, whether payable in cash subject to adjustment herein, without any notice or in shares, shall be due and payable or issuable, as any action taken by the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullHolder.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable payable, at the Holders election in cash at the Mandatory Default AmountAmount or in shares of Common Stock at the Mandatory Default Amount at a conversion price equal to 85% of the average of the three lowest VWAPs during the ten (10) consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable date the Mandatory Default Amount is demanded or otherwise due. After Commencing five (5) days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.510% per month (18% per annum) annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx 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 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if any If an Event of Default occursoccurs pursuant to Section 8(a)(i), then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s electionelection and upon notice thereof to the Company, immediately due and payable in cash at the Mandatory Default Amount. After If an Event of Default occurs pursuant to Sections 8(a)(ii) - 8(a)(xii), the outstanding principal amount of this Note, plus accrued but unpaid interest, and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election and upon notice thereof to the Company, immediately due and payable in cash. Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amountthis Note pursuant to this Section 8(b), the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx 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 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e)any other limitations regarding percentage of ownership of Common Stock contained herein, if any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest (including all interest, whether or not accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or similar proceeding, all of which shall continue to accrue whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, liquidated damages and any other amounts owing by any Company Party in respect thereof or under any Transaction Document through the date of accelerationacceleration (the “Mandatory Default Amount”), shall become, at the Holder’s electionelection in its sole discretion, in whole or in part, immediately due and payable payable, in cash at the Mandatory Default Amountcash. After Immediately on and after the occurrence of any Event of Default that results in the eventual acceleration Default, without need for notice or demand all of this Notewhich are waived, the interest rate on this Note shall accrue and be owed daily at an additional increased interest rate equal to the lesser greater of 1.5% fifteen percent (15.0%) per month (18% per annum) annum or the maximum rate permitted under applicable lawlaw (the “Trigger Rate”). Upon the payment in full of the Mandatory Default AmountAmount and any amount as a result of the Trigger Rate, in cash or in shares of Common Stock, the Holder shall promptly surrender this Note to or as directed by the Company. 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 kindkind (other than the Holder’s election to declare such acceleration), 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. Such acceleration may be rescinded and annulled by Xxxxxx 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, The Company shall provide all information and documentation to the Holder may require that is requested by the Company Holder to redeem all enable the Holder to confirm the Company’s compliance with the terms and conditions of this Note and the Notes then held by such Holder through the issuance other Transaction Documents and to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due enforce its rights hereunder and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullthereunder.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, the Company shall have five (5) days to cure such Event of Default. If following the five day period the Event of Default remains, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After Commencing five (5) days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% two percent (2%) per month (1824% per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occursoccurs and is continuing, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages damages, Prepayment Premium (it being understood that if this Note is accelerated prior to the one (1)-year anniversary of the Original Issue Date, then the Prepayment Premium shall be twenty-five percent (25%) of the outstanding principal amount) and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s electiondirection of the Holders of at least fifty and one-tenth percent (50.1%) of the outstanding principal amount of Notes, immediately due and payable in cash at cash; provided, that such acceleration shall be automatic, without any notice or other action of the Mandatory Default Amount. After the occurrence Holder required, in respect of any an Event of Default that results in the eventual acceleration occurring pursuant to clause (a)(vi) of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the CompanySection 8(a). In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any notice, presentment, demand, protest or other notice of any kind, 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. Such acceleration may be rescinded and annulled by Xxxxxx the Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder Holder of the Note until such time, if any, as the Holder receives full payment pursuant to this Section 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then at the Holder’s election (i) the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, become immediately due and payable in cash pursuant to clause (ii) of the definition of Mandatory Default Amount, or (ii) the outstanding principal amount of this Note, and, if elected by the Holder, all accrued and unpaid interest hereon, shall be converted into share of Common Stock at the Alternate Conversion Price pursuant to clause (i) of the definition of Mandatory Default Amount. After In the event the Holder makes the election described in clause (ii) of this Section above, but does not elect to receive Conversion Shares in respect of all accrued and unpaid interest on the Note, all accrued and unpaid interest shall be paid to the Holder in cash no later than the date the Conversion Shares are required to be delivered to the Holder. Commencing on the occurrence of any Event of Default that results in the eventual acceleration and for as long an Event of this NoteDefault is not cured, the interest rate on this Note as set forth in Section 2 above shall accrue at an additional interest a rate equal to the lesser of 1.520% per month (18% per annum) or the maximum rate permitted under applicable lawannum . Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon; and in addition to any other rights and remedies available to the election Holder in an Event of the HolderDefault, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock Conversion Price in effect on any Conversion Date shall be equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage ratePrice, subject to adjustment herein, without any notice or any action taken by the Holder. The Default Redemption AmountBorrower shall pay the Holder hereof costs of collection, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”)including reasonable attorneys’ fees. If an Event of Default is occurring at the time another Event(s) of Default occurs the Company fails shall not be obligated to pay in full the Default Redemption Amount hereunder on the date such amount is any additional amounts due in accordance with under this Section (whether in cash or shares for such simultaneous Event of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullDefault.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as and to the extent set forth in Section 4(e4(d), and subject to any other limitations regarding percentage of ownership of Common Stock contained herein, if any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest (including all interest, whether or not accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or similar proceeding, all of which shall continue to accrue whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, liquidated damages and any other amounts owing by any Company Party in respect thereof or under any Transaction Document through the date of acceleration, shall become, at the Holder’s electionelection in its sole discretion, in whole or in part, immediately due and payable payable, in cash or in shares of Common Stock (at the Holder’s option in its sole discretion), at the Mandatory Default Amount, divided by the Conversion Price. After Immediately on and after the occurrence of any Event of Default that results in the eventual acceleration Default, without need for notice or demand all of this Notewhich are waived, the interest rate on this Note shall accrue and be owed daily at an additional increased interest rate equal to the lesser of 1.5% two percent (2.0%) per month (18% twenty-four percent (24.0%) per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default AmountAmount in cash or in shares of Common Stock, the Holder shall promptly surrender this Note to or as directed by the Company. 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 kindkind (other than the Holder’s election to declare such acceleration), 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. Such acceleration may be rescinded and annulled by Xxxxxx 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 6(b7(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, The Company shall provide all information and documentation to the Holder may require that is requested by the Company Holder to redeem all enable the Holder to confirm the Company’s compliance with the terms and conditions of this Note and the Notes then held by such Holder through the issuance other Transaction Documents and to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due enforce its rights hereunder and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullthereunder.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.51% per month (1812% per annum) or the maximum rate permitted under applicable lawlaw (the “Default Interest Rate”). Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx 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 6(b4(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively; provided, however, that if this Note has not been fully repaid at the election of the HolderMaturity Date, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amountany balance due, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, including accrued interest thereon shall be become due and payable or issuableat the Default Interest Rate and payable in four (4) equal installments, as the case may be, within five (5) Trading Days in each of the date on which four (4) months that follows the notice for Maturity Date. For the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder avoidance of doubt, if on the date such Maturity Date there is $500,000 in principal amount is of Notes and $100,000 in interest due on the Maturity Date, then the amount due each month under this provision shall be $127,500 plus interest at 1% per month in accordance with this Section (whether in cash or shares each of Common Stock), the Company will pay interest thereon at a rate equal months subsequent to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullMaturity Date.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e4(d), if any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable at the Holder’s option, in cash or in shares of Common Stock at the greater of (i) the Mandatory Default Amount, and (ii) (a) the outstanding principal amount of this Note and accrued and unpaid interest hereon, in addition to the payment of all other amounts, costs, expenses and liquidated damages due in respect of this Note, divided by the Fixed Conversion Price, multiplied by (b) the highest closing price for the Common Stock on the Trading Market during the period beginning on the date of first occurrence of the Event of Default and ending one day prior to the mandatory prepayment date as set forth in Section 2(f) herein. After the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% one percent (1%) per month (18% twelve and one-half percent (12.5%) per annum)) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default AmountAmount in cash or in shares of Common Stock, the Holder shall promptly surrender this Note to or as directed by the Company. 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 kindkind (other than the Holder’s election to declare such acceleration), 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if any If an Event of Default occursoccurs pursuant to Section 5(a)(i), then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s electionelection and upon notice thereof to the Company, immediately due and payable in cash at the Mandatory Default Amount. After If an Event of Default occurs pursuant to Sections 5(a)(ii) - 5(a)(xii), the outstanding principal amount of this Note, plus accrued but unpaid interest, and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election and upon notice thereof to the Company, immediately due and payable in cash. Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.512% per month (18% per annum) annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amountthis Note pursuant to this Section 5(b), the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx 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 6(b5(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occursoccurs and is continuing before the Maturity Date, then the outstanding principal amount of this Note, plus accrued but unpaid interestliquidated damages, liquidated damages interest and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amountcash. After Commencing fifteen (15) Trading Days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate Principal Amount on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% per month increase twenty percent (18% per annum) or the maximum rate permitted under applicable law20%). Upon the payment in full of the Mandatory Default Amountfull, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at If this Note is placed in the election hands of the Holder, an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder may require otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due obligated and payable pay reasonable attorneys’ fees in connection with such collection, enforcement or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullaction.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e5(d), if any Event of Default occurs, then the outstanding principal Principal Amount of this Note, the outstanding Guaranteed Interest amount of this Note, plus accrued but unpaid Default Rate interest, liquidated damages damages, and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable at the Holder’s option, in cash or in shares of Common Stock, at the Mandatory Default Amount. After the occurrence of any Event of Default that results in the eventual acceleration of this Note, in addition to the interest Guaranteed Interest rate on this Note Note, shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) the Default Rate or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default AmountAmount in cash or in shares of Common Stock, the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest protest, or other notice of any kindkind (other than the Holder’s election to declare such acceleration), 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. Such acceleration may be rescinded and annulled by Xxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the this Note until such time, if any, as the Holder receives full payment pursuant to this Section 6(b7(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as and to the extent set forth in Section 4(e4(d), if any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest (including all interest, whether or not accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or similar proceeding, all of which shall continue to accrue whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, liquidated damages and any other amounts owing by any Company Party in respect thereof or under any Transaction Document through the date of acceleration, shall become, at the Holder’s electionelection in its sole discretion, in whole or in part, immediately due and payable payable, in cash or in shares of Common Stock (at the Holder’s option in its sole discretion), at the greater of (i) the Mandatory Default Amount, and (ii) (a) the outstanding principal amount of this Note and accrued and unpaid interest hereon (including any outstanding Minimum Interest Amount), in addition to the payment of all other amounts, costs, expenses and liquidated damages due in respect of this Note, divided by the Fixed Conversion Price, multiplied by (b) the highest closing price for the Common Stock on the Trading Market (as defined in the Purchase Agreement) during the period beginning on the date of first occurrence of the Event of Default and ending one day prior to the mandatory prepayment date as set forth in Section 2 (f). After Immediately on and after the occurrence of any Event of Default that results in the eventual acceleration Default, without need for notice or demand all of this Notewhich are waived, the interest rate on this Note shall accrue and be owed daily at an additional increased interest rate equal to the lesser of 1.5% two percent (2.0%) per month (18% twenty-four percent (24.0%) per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default AmountAmount in cash or in shares of Common Stock, the Holder shall promptly surrender this Note to or as directed by the Company. 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 kindkind (other than the Holder’s election to declare such acceleration), 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. Such acceleration may be rescinded and annulled by Xxxxxx 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, The Company shall provide all information and documentation to the Holder may require that is requested by the Company Holder to redeem all enable the Holder to confirm the Company’s compliance with the terms and conditions of this Note and the Notes then held by such Holder through the issuance other Transaction Documents and to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due enforce its rights hereunder and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullthereunder.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, the Company shall have five (5) days to cure such Event of Default. If following the five-day period the Event of Default remains, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After Commencing five (5) days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% two percent (2%) per month (1824% per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx the 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. AlternativelyFurther to, at the election and not in denigration of the Holder, any other remedies to which the Holder may require be entitled, if any Event of Default occurs and following the Company five-day cure period the Event of Default remains, then the Holder has the right, but not the obligation, to redeem exercise its rights to convert all or any part of the Notes then held by such Holder through the issuance to such Holder of such number of shares of this Note into Common Stock equal to at the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullPrice.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After ; provided, that such acceleration shall be automatic, without any notice or other action of the occurrence Holder required, in respect of any an Event of Default that results occurring pursuant to clause (v) of Section 8(a). For the avoidance of doubt, in no event shall the eventual acceleration Mandatory Default Amount be payable in shares of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) or the maximum rate permitted under applicable lawCommon Stock. Upon the payment in full of the Mandatory Default AmountAmount in cash, the Holder shall promptly surrender this Note to or as directed by the CompanyBorrowers. In connection with such acceleration described herein, the Holder need not provide, and the Company Borrowers hereby waiveswaive, any presentment, demand, protest or other notice of any kind, 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. Such acceleration may be rescinded and annulled by Xxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the this Note until such time, if any, as the Holder receives full payment pursuant to this Section 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) annum or the maximum rate permitted under applicable law. At Holder’s option, it shall be entitled to be paid all such amounts due including late fees, if any, in cash or from time to time in Common Stock with the conversion price of the Common Stock equal to a 25% discount to the average of the three lowest closing prices of the Common Stock for the 10 prior Trading Days. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx 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 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occursoccurs and has not been cured within thirty (30) calendar days of the date of the default itself, then (a) the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages in the amount of 100% of the then principal balance of this Note, and all other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount; (b) The Warrants shall become exercisable in full at the default then in effect, as provided in Section 1(b) of the Warrant Agreement; and (c) the Conversion Price shall be discounted as set forth in Section 5(c) hereof. After the occurrence of any Event of Default that results in the eventual acceleration of this NoteDefault, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) or the maximum rate permitted under applicable lawDefault Rate. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the this Note until such time, if any, as the Holder receives full payment pursuant to this Section 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at pursuant to clause of the Mandatory Default Amount. After Commencing on the occurrence of any Event of Default that results in the eventual acceleration and for as long an Event of this NoteDefault is not cured, the interest rate on this Note as set forth in Section 2 above shall accrue at an additional interest rate equal to the lesser of 1.520% per month (18% per annum) annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon; and in addition to any other rights and remedies available to the election Holder in an Event of the HolderDefault, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock Conversion Price in effect on any Conversion Date shall be equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage ratePrice, subject to adjustment herein, without any notice or any action taken by the Holder. The Default Redemption AmountBorrower shall pay the Holder hereof costs of collection, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullincluding reasonable attorneys’ fees.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof excluding liquidated damages through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue interest at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) or the maximum rate permitted under applicable lawlaw (the “Default Rate”). The Default Rate shall be computed from the occurrence of the Event of Default until the date upon which the Event of Default is cured. Should the Event of Default be cured, such Interest calculated at the Default Rate shall be immediately added to the principal due under the Note, if not previously paid, without any action on the part of the Holder. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. AlternativelyAdditionally, upon an Event of Default, this Note shall be deemed automatically amended and restated to reflect the new principal amount owed to the Holder, inclusive of the outstanding principal amount of this Note, accrued interest as set forth in Section 2(a), and other amounts owing in respect thereof excluding liquidated damages through the date of acceleration. In such event, at the election of the Holder’s option, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal shall issue to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due Holder such an amended and payable or issuable, as the case may be, restated Note within five (5) Trading Days business days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullacceleration.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e4(d), if any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable at the Holder’s option, in cash or in shares of Common Stock (subject to the Equity Conditions and at the Alternate Conversion Price), at the Mandatory Default Amount. After the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% two percent (2%) per month (18% twenty-four percent (24%) per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default AmountAmount in cash or in shares of Common, the Holder shall promptly surrender this Note to or as directed by the Company. 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 kindkind (other than the Holder’s election to declare such acceleration), 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. Such acceleration may be rescinded and annulled by Xxxxxx 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then at the Holder’s election the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, become immediately due and payable in cash at pursuant to clause (ii) of the definition of Mandatory Default Amount. After Commencing on the occurrence of any Event of Default that results in the eventual acceleration and for as long an Event of this NoteDefault is not cured, the interest rate on this Note as set forth in Section 2 above shall accrue at an additional interest a rate equal to the lesser of 1.5% per month (18% per annum) or annum (the maximum rate permitted under applicable law“Default Rate”). Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon; and in addition to any other rights and remedies available to the election Holder in an Event of the HolderDefault, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock Conversion Price in effect on any Conversion Date shall be equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage ratePrice, subject to adjustment herein, without any notice or any action taken by the Holder. The Default Redemption AmountBorrower shall pay the Holder hereof costs of collection, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullincluding reasonable attorneys’ fees.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at pursuant to clause (ii) of the Mandatory Default Amount. After Commencing on the occurrence of any Event of Default that results in the eventual acceleration and for as long an Event of this NoteDefault is not cured, the interest rate on this Note as set forth in Section 2 above shall accrue at an additional interest rate equal to the lesser of 1.520% per month (18% per annum) annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon; and in addition to any other rights and remedies available to the election Holder in an Event of the HolderDefault, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock Conversion Price in effect on any Conversion Date shall be equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage ratePrice, subject to adjustment herein, without any notice or any action taken by the Holder. The Default Redemption AmountBorrower shall pay the Holder hereof costs of collection, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullincluding reasonable attorneys’ fees.

Remedies Upon Event of Default. Subject to Upon the Beneficial Ownership Limitation as set forth in Section 4(e), if any occurrence of an Event of Default occursthat has not been cured in accordance with the terms hereof, then the outstanding principal amount of this Note, plus accrued but unpaid interest, any liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default AmountAmount or convertible into Common Stock at the Mandatory Default Amount and at the Conversion Price. After If the Holder elects to convert the Note upon the occurrence of any an Event of Default that results has not been cured in accordance with the eventual acceleration of this Noteterms hereof, the interest rate Holder shall be entitled to convert (i) 25% of the Mandatory Default Amount on this Note shall accrue at the first (1st) Business Day after the end of the applicable cure period with respect to such Event of Default and (ii) thereafter, an additional interest rate equal 25% of the Mandatory Default Amount every fifteen (15) calendar days following the first (1st) Business Day after the end of the applicable cure period with respect to such Event of Default until the lesser of 1.5% per month (18% per annum) or the maximum rate permitted under applicable lawNote is no longer outstanding. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amountcash. After Commencing five (5) days after the occurrence of any Event of Default that results in the eventual acceleration of this NoteNote (or, with respect Event of Default referred to in Section 7(a)(i), commencing immediately subject to all applicable cure periods), the (i) interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.516% per month (18% per annum) annum or the maximum rate permitted under applicable law. Upon the payment in full of all amounts due under the Mandatory Default Amountterms of this Note, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx at Hoxxxx xt 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 6(b7(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this NoteDebenture, plus accrued but unpaid interest, plus the applicable Interest Make-Whole Amount, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default AmountAmount and shall become convertible into shares of Common Stock at the lesser of (i) the Conversion Price, and (ii) 50% of the average VWAP for the five Trading Days in the preceding twenty Trading Days that have the lowest VWAP during such period. After Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this NoteDebenture, the interest rate on this Note Debenture shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note Debenture to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note Debenture until such time, if any, as the Holder receives full payment pursuant to this Section 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to (a) Upon the Beneficial Ownership Limitation as set forth in Section 4(e), if any occurrence of an Event of Default occursof the type described in Section 4.01(f) or 4.01(g), then the outstanding principal amount Outstanding Principal Balance of, and accrued interest on, all Series of this NoteNotes, plus accrued but unpaid interest, liquidated damages and together with all other amounts then due and owing in respect thereof through to the date of accelerationNoteholders, shall become, at the Holder’s election, become immediately due and payable in cash at the Mandatory Default Amountwithout further action by any Person. After the occurrence of If any other Event of Default that results occurs and is continuing, then the Indenture Trustee, acting at the Direction of the Requisite Majority, may declare the principal of and accrued interest on all Notes then Outstanding to be due and payable immediately, by written notice to the Issuer, the Servicer, the Hedge Providers, the Liquidity Facility Providers and the Administrator (a “Default Notice”), and upon any such declaration such principal and accrued interest shall become immediately due and payable. At any time after the Indenture Trustee has declared the Outstanding Principal Balance of the Notes to be due and payable and prior to the exercise of any other remedies pursuant to this Master Indenture, the Indenture Trustee (at the Direction of the Requisite Majority), by written notice to the Issuer, the Servicer and the Administrator may, except in the eventual acceleration case of (i) a default in the deposit or distribution of any payment required to be made on the Notes, (ii) a payment default on the Notes or (iii) a default in respect of any covenant or provision of this NoteMaster Indenture that cannot by the terms hereof be modified or amended without the consent of each Noteholder affected thereby, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% per month rescind and annul such declaration and thereby annul its consequences, if (18% per annum1) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note there has been paid to or as directed by deposited with the Company. In connection with such acceleration described herein, Indenture Trustee an amount sufficient to pay all overdue installments of interest on the Holder need not provideNotes, and the Company hereby waives, any presentment, demand, protest or other notice principal of any kind, 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. Such acceleration may be rescinded and annulled by Xxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such timepremium, if any, as the Holder receives full payment pursuant to this Section 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of on the Notes then held that would have become due otherwise than by such Holder through declaration of acceleration, (2) the issuance to such Holder rescission would not conflict with any judgment or decree, and (3) all other defaults and Events of Default, other than nonpayment of interest and principal on the Notes that have become due solely because of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amountacceleration, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash have been cured or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullwaived.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e4(c), if any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx 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 6(b7(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the The Mandatory Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Mandatory Default Redemption Amount hereunder on the date such amount is due in accordance with this Section 7(b) (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 1.5% per month (18% per annum annum) or the maximum rate permitted by applicable law, accruing from such date until the Mandatory Default Redemption Amount, Amount plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding full principal amount of this Note, plus accrued but unpaid together with all interest, liquidated damages fees (including late fees), expenses and all other amounts owing in respect thereof through under this Note and the date of accelerationTransaction Documents, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After via wire transfer; provided that upon the occurrence of any Event of Default that results in of the eventual acceleration type described under clauses (i) or (ii) of Section 5(a)(v), the full principal amount of this Note, together with all interest, fees (including late fees), expenses and all other amounts owing in respect thereof under this Note and the Transaction Documents, shall automatically become immediately due and payable in cash, without any notice to the Company or any other act by the Holder. The aggregate amount payable upon an Event of Default shall be equal to the Mandatory Default Amount. Commencing 5 days after the occurrence of any Event of Default, the interest rate on this Note shall accrue at an additional interest the rate equal to the lesser of 1.5% per month (18% per annum) , or the such lower maximum rate amount of interest permitted to be charged under applicable law. Upon the payment in full in cash to the Holder of the Mandatory Default Amount, Amount on this entire Note the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration described herein, the The Holder need not provide, provide and the Company hereby waives, waives any presentment, demand, protest or other notice of any kind, 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. Such acceleration 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 holder of the Note until such time, if any, as the Holder receives full payment pursuant to in cash under this Section 6(b)shall have been received by it. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election In addition to and not in limitation of the Holderforegoing, (i) upon the occurrence and during the continuance of any Event of Default, the Holder may require the Company to redeem shall have all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due rights and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice remedies provided for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with under this Section (whether in cash or shares of Common Stock)Note, the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by other Transaction Documents and under applicable law, (ii) no Holder remedy herein or therein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given to Holder under this Note and each other Transaction Document or now or hereafter existing at law or in equity or by statute, (iii) no delay or omission to exercise any right or power accruing upon any default, omission or failure of performance hereunder shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient, and (iv) in order to exercise any remedy reserved to the Holder under this Note or any other Transaction Document, it shall not be necessary to give any notice, other than such date until the Default Redemption Amount, plus all notice as may be herein expressly required herein or in such interest thereon, is paid in fullother Transaction Document.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) annum or the maximum rate permitted under applicable law. At Holder’s option, it shall be entitled to be paid all such amounts due including late fees, if any, in cash or from time to time in common stock with the conversion price of the common stock equal to a 30% discount to the lowest closing price of the common stock for the 20 prior Trading Days. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx 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 6(b7(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e4(d), if any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable at the Holder’s option, in cash or in shares of Common Stock at the greater of (i) the Mandatory Default Amount, and (ii) (a) the outstanding principal amount of this Note and accrued and unpaid interest hereon, in addition to the payment of all other amounts, costs, expenses and liquidated damages due in respect of this Note, divided by the Fixed Conversion Price, multiplied by (b) the highest closing price for the Common Stock on the Trading Market (as defined in the Purchase Agreement) during the period beginning on the date of first occurrence of the Event of Default and ending one day prior to the mandatory prepayment date as set forth in Section 2(f) herein. After the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% two percent (1%) per month (18% twelve and one-half percent (12.5%) per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default AmountAmount in cash or in shares of Common Stock, the Holder shall promptly surrender this Note to or as directed by the Company. 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 kindkind (other than the Holder’s election to declare such acceleration), 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if any While an Event of Default occursoccurs and is continuing, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. Notwithstanding any such election to accelerate, upon any Event of Default (i) the outstanding principal amount hereunder shall be automatically increased to equal 120% of the outstanding principal hereunder, and (ii) the Conversion Price hereunder shall be automatically adjusted to equal the Default Conversion Price. After the occurrence and during the continuance of any Event of Default that results in the eventual acceleration of this NoteDefault, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.524% per month (18% per annum) annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx 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 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election For clarification and without limiting any of the Holderforegoing, if an Event of Default occurs pursuant to Section 8(a)(x) above, the Holder may require Conversion Price hereunder shall automatically be irrevocably adjusted to equal the Company Default Conversion Price and the outstanding principal amount hereunder shall be automatically and irrevocably increased to redeem all equal 120% of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fulloutstanding principal hereunder.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e4(d), if any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable at the Holder’s option, in cash or in shares of Common Stock at the greater of (i) the Mandatory Default Amount, and (ii) (a) the outstanding principal amount of this Note and accrued and unpaid interest hereon, in addition to the payment of all other amounts, costs, expenses and liquidated damages due in respect of this Note, divided by the Fixed Conversion Price, multiplied by (b) the highest closing price for the Common Stock on the Trading Market (as defined in the Purchase Agreement) during the period beginning on the date of first occurrence of the Event of Default and ending one day prior to the mandatory prepayment date as set forth in Section 2(f) herein. After the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of one and one-half percent (1.5% %) per month (18% eighteen percent (18.0%) per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default AmountAmount in cash or in shares of Common Stock, the Holder shall promptly surrender this Note to or as directed by the Company. 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 kindkind (other than the Holder’s election to declare such acceleration), 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. Such acceleration may be rescinded and annulled by Xxxxxx 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this NoteDebenture, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this NoteDebenture, the interest rate on this Note Debenture shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note Debenture to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note Debenture until such time, if any, as the Holder receives full payment pursuant to this Section 6(b7(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. AlternativelyNotwithstanding the foregoing, at the election upon an Event of the Holder, the Holder may require the Company Default for failure to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder repay this Debenture on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock)Maturity Date, the Company will pay interest thereon at a rate equal shall sell an amount of its shares in Batchfire necessary to repay the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Mandatory Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this NoteDebenture, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After Additionally, beginning immediately upon the occurrence of any Event of Default that results in the eventual acceleration of this NoteDefault, the Debenture shall begin to accrue interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.52% per month (18% per annum) or the maximum rate permitted under applicable law. Such interest shall accrue daily on the then outstanding principal amount of this Debenture, shall be payable in cash only, and shall be paid upon repayment of the Debenture or upon full Conversion of the Debenture. At the Holder’s sole discretion, and subject to the limitations set forth in Section 4(d) and 4(e), any accrued but unpaid interest may be converted into shares of Common Stock at the Event of Default Conversion Price. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note Debenture to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note Debenture until such time, if any, as the Holder receives full payment pursuant to this Section 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at Notwithstanding the election of the Holderforegoing, the Holder may require the Company also elect to redeem convert all or any portion of the Notes then held by such Holder through remaining principal amount of the issuance to such Holder of such number of Debenture into shares of Common Stock equal to the quotient during an Event of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable as described in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”Section 4(b). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, plus all interest that would have been earned through the Maturity Date if such interest has not yet accrued, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Redemption Amount. After Commencing five days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Redemption Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx 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 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then at the Holder’s election (i) the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, become immediately due and payable in cash pursuant to clause (ii) of the definition of Mandatory Default Amount, or (ii) the outstanding principal amount of this Note, and, if elected by the Holder, all accrued and unpaid interest hereon, shall be converted into share of Common Stock at the Alternate Conversion Price pursuant to clause (i) of the definition of Mandatory Default Amount. After In the event the Holder makes the election described in clause (ii) of this Section above, but does not elect to receive Conversion Shares in respect of all accrued and unpaid interest on this Note, all accrued and unpaid interest shall be paid to the Holder in cash no later than the date the Conversion Shares are required to be delivered to the Holder. Commencing on the occurrence of any Event of Default that results in the eventual acceleration and for as long an Event of this NoteDefault is not cured, the interest rate on this Note as set forth in Section 2 above shall accrue at an additional interest a rate equal to the lesser of 1.5% per month (1820% per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the this Note until such time, if any, as the Holder receives full payment pursuant to this Section 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon; and in addition to any other rights and remedies available to the election Holder in an Event of the HolderDefault, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock Conversion Price in effect on any Conversion Date shall be equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage ratePrice, subject to adjustment herein, without any notice or any action taken by the Holder. The Default Redemption AmountBorrower shall pay the Holder hereof costs of collection, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullincluding reasonable attorneys’ fees.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages interest and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s electionelection of holder(s) of a majority of the then outstanding principal amount of the 8% Convertible Notes, immediately due and payable in cash; provided however, that notwithstanding the foregoing, the 8% Convertible Notes shall become immediately due and payable in cash at without the Mandatory Default Amount. After need for any action on the part of the holder(s) thereof upon the occurrence of any Bankruptcy Event with respect to the Company. Commencing on the date of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser greater of 1.5% per month (18% per annum) annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amountoutstanding principal amount of this Note, plus accrued but unpaid interest and other amounts owing in respect thereof through the date of acceleration, the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration described herein, the Holder Holders need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, 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. Such acceleration may be rescinded and annulled by Xxxxxx the holders of a majority of the then outstanding principal amount of the 8% Convertible Notes at any time prior to payment hereunder and the Holder shall have all rights as a holder of the this Note until such time, if any, as the Holder receives full payment pursuant to this Section 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e4(d), if any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interestinterest and the Make-Whole Amount, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx 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 6(b7(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes Note then held by such Holder through the issuance to such Holder of such number of shares of Common Stock in amount equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Mandatory Default Amount or Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Mandatory Default Amount or Default Redemption Amount Amount, as applicable, hereunder on the date such amount is due in accordance with this Section 7(b) (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 1.5% per month (18% per annum annum) or the maximum rate permitted by applicable law, accruing from such date until the Mandatory Default Amount or Default Redemption Amount, as applicable, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this NoteDebenture, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s electionelection of Holders of twenty-five percent (25%) of the outstanding aggregate principal amount of Debentures, immediately due and payable in cash at the Mandatory Default Amount, except in the case of an Event of Default pursuant to Section 8(a)(i)(A), which amounts shall become immediately due and payable in cash at the Mandatory Default Amount at the election of the Holder. After Commencing 5 days after the occurrence of and during the continuance of any Event of Default that results in the eventual acceleration of this NoteDebenture, the interest rate on this Note Debenture shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note Debenture to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx the election of Holders of twenty-five percent (25%) of the outstanding aggregate principal amount of Debentures (or by the election of the Holder in the case of an Event of Default pursuant to Section 8(a)(i)(A)) at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note Debenture until such time, if any, as the Holder receives full payment pursuant to this Section 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occursoccurs and is continuing, then the outstanding principal amount Administrative Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Commitments of each Lender and the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Advances, all interest thereon and all other amounts (including without limitation, the Prepayment Premium, the MOIC Amount and Exit Fee payable pursuant to Section 2.06(d)) payable under this NoteAgreement and the other Loan Documents to be forthwith due and payable, plus accrued but unpaid interestwhereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under any Bankruptcy Law, (y) the Commitments of each Lender and the obligation of each Lender to make Advances shall automatically be terminated and (z) the Advances, all such interest and all such amounts (including without limitation, the Prepayment Premium, the MOIC Amount and Exit Fee payable pursuant to Section 2.06(d)) shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Loan Parties. The parties hereto acknowledge and agree that the Prepayment Premium, MOIC Amount and Exit Fee referred to in this Section 6.02 (i) is additional consideration for providing the Advances, (ii) constitutes reasonable liquidated damages to compensate the Lenders for (and is a proportionate quantification of) the actual loss of the anticipated stream of interest payments upon an acceleration of the Advances (such damages being otherwise impossible to ascertain or even estimate for various reasons, including, without limitation, because such damages would depend on, among other amounts owing things, (x) when the Advances might otherwise be repaid and (y) future changes in respect thereof through interest rates which are not readily ascertainable on the date Closing Date), and (iii) is not a penalty to punish the Borrower for its early prepayment of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After Advances or for the occurrence of any Event of Default that results in the eventual or acceleration. The Prepayment Premium, MOIC Amount and Exit Fee shall be payable upon an acceleration of this Noteany Obligations, whether before, during or after the interest rate on this Note shall accrue at an additional interest rate equal to commencement of any proceeding under the lesser of 1.5% per month (18% per annum) Bankruptcy Code involving the Borrower or the maximum rate permitted under applicable lawany other Loan Party. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration described herein, the Holder need not provide, The Lenders and the Company hereby waives, any presentment, demand, protest or Administrative Agent shall have all other notice of any kind, 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. Such acceleration may be rescinded and annulled by Xxxxxx 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 law or in equity or pursuant to this Section 6(b). No such rescission Loan Agreement or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullother Loan Document.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After In the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on event this Note shall accrue be converted under an Event of Default, the Holder shall have the option to convert the Mandatory Default Amount at an additional interest rate equal 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 Notice of Conversion was given to the lesser of 1.5% per month (18% per annum) or Company. If the maximum rate permitted under applicable lawCompany is then listed on a national securities exchange, the Mandatory Default Amount will be reduced to 100%. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx 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 6(b7(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e4(d), if any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable at the Holder’s option, in cash or in shares of Common Stock (subject to the Equity Conditions and at the Alternate Conversion Price), at the Mandatory Default Amount. After the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% two percent (2%) per month (18% twenty-four percent (24%) per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default AmountAmount in cash or in shares of Common Stock, the Holder shall promptly surrender this Note to or as directed by the Company. 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 kindkind (other than the Holder’s election to declare such acceleration), 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.EXECUTION VERSION

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e4(d), if any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages damages, the reasonable and documented expenses of the Holder, including, but not limited to, legal fees, and any other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of one and one-half percent (1.5% %) per month (eighteen percent (18% %) per annum) or the maximum rate permitted under applicable law, and the Company shall be responsible for the reasonable and documented expenses incurred by the Holder for the collection of amounts due under, or the enforcement of the provisions of, the Note, including, but not limited to, reasonable legal fees. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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 kindkind (other than the Holder’s election to declare such acceleration), 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. Such acceleration may be rescinded and annulled by Xxxxxx 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e)July Senior Lender Intercreditor Agreement, if any Event of Default occurs, then the outstanding principal amount of this NoteDebenture, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s electionelection of Holders of at least 67% of the Debentures, immediately due and payable in cash at the Mandatory Default Amount. After Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this NoteDebenture, the interest rate on this Note Debenture shall accrue at an additional interest rate equal to the lesser of 1.512% per month (18% per annum) annum or the maximum rate permitted under applicable law. Accrued and unpaid default interest shall be paid by the Company in cash in arrears on the first day of each calendar month. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note Debenture to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note Debenture until such time, if any, as the Holder receives full payment pursuant to this Section 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest (including all interest, whether or not accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or similar proceeding, all of which shall continue to accrue whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, liquidated damages and any other amounts Obligations owing by any Company Party in respect thereof or under any Transaction Document through the date of acceleration, shall become, at the Holder’s electionelection in its sole discretion, in whole or in part (or, in the case of 5(a)(viii)(A) through (C), in whole, automatically and without the need for any notice, demand or any other action by the Collateral Agent or the Holder all of which are hereby waived), immediately due and payable payable, in cash or in shares of Common Stock (at the Company’s option in its sole discretion), at the Mandatory Default Amount. After Immediately on and after the occurrence of any Event of Default that results in the eventual acceleration Default, without need for notice or demand all of this Notewhich are waived, the interest rate on this Note shall accrue and be owed daily at an additional increased interest rate equal to the lesser of 1.5% per month (18% per annum) Default Interest or the maximum rate permitted under applicable lawRegulations. Upon the payment in full of the Mandatory Default AmountAmount in cash or in shares of Common Stock, the Holder shall promptly surrender this Note to or as directed by the Company. 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 kindkind (other than the Holder’s election to declare such acceleration), 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 lawRegulations. Such acceleration may be rescinded and annulled by Xxxxxx 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 6(b5(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, The Company shall provide all information and documentation to the Holder may require that is requested by the Company Holder to redeem all enable the Holder to confirm the Company’s compliance with the terms and conditions of this Note and the Notes then held by such Holder through the issuance other Transaction Documents and to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due enforce its rights hereunder and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullthereunder.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if any If an Event of Default occursoccurs pursuant to Section 4(a)(i), then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s electionelection and upon notice thereof to the Company, immediately due and payable in cash cash. If an Event of Default occurs pursuant to Sections 4(a)(ii) - 4(a)(vi), the outstanding principal amount of this Note, plus accrued but unpaid interest, and other amounts owing in respect thereof through the date of acceleration, shall become, at the Mandatory Default AmountHolder’s election and upon notice thereof to the Company, immediately due and payable in cash. After Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amountthis Note pursuant to this Section 4(b), the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx 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 6(b4(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding full principal amount of this NoteDebenture, plus accrued but unpaid interest, liquidated damages together with interest and other amounts owing in respect thereof through thereof, to the date of acceleration, acceleration shall become, at the Holder’s election, immediately due and payable in cash at cash. The aggregate amount payable upon an Event of Default shall be equal to the Mandatory Default Amount. After Notwithstanding the foregoing, the Company may pay the Mandatory Default Amount in shares of Common Stock subject to the requirements set forth in this subsection. The price per shares at which shares of Common Stock issuable in lieu of cash hereunder shall be payable shall equal the lesser of (x) the average of the 5 consecutive VWAPs immediately prior to the date such Event of Default occurs, (y) the average of the 5 consecutive VWAPs immediately prior to the date such shares are issued or (z) the then applicable Conversion Price. Notwithstanding anything herein to the contrary, payment in shares of Common Stock may only occur if (i) during the period from the applicable Event of Default until such issuance is made in full all of the Equity Conditions have been met and the Company shall have given the Holder written irrevocable notice within 2 Trading Days of the Holder’s election to accelerate of its determination to pay such Mandatory Default Amount in shares of Common Stock and (ii) the daily trading volume for the Common Stock on each Trading Day during the period from the date of the applicable Event of Default through the date such shares are issued shall be equal to at least $1,000,000. Subject to the aforementioned conditions, failure to timely provide such written notice shall be deemed an election by the Company to pay the Mandatory Default Amount upon such Event of Default in cash. If at any time the Company pays a Mandatory Default Amount partially in cash and partially in shares of Common Stock, then such payment shall be distributed ratably among the Holders based upon the Subscription Amount paid by each Holder. Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this NoteDebenture, the interest rate on this Note Debenture shall accrue at an additional interest the rate equal to the lesser of 1.5% per month (18% per annum) , or the such lower maximum rate amount of interest permitted to be charged under applicable law. Upon the payment in full of the Mandatory Default Amount, Amount on this entire Debenture the Holder shall promptly surrender this Note Debenture to or as directed by the Company. In connection with such acceleration described herein, the The Holder need not provide, provide and the Company hereby waives, waives any presentment, demand, protest or other notice of any kind, 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. Such acceleration declaration may be rescinded and annulled by Xxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a Debenture holder of the Note until such time, if any, as the Holder receives full payment pursuant to under this Section 6(b)shall have been received by it. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest (including all interest, liquidated damages whether or not accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or similar proceeding, all of which shall continue to accrue whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and other amounts owing in respect thereof fees through the date of acceleration, shall become, at the Holder’s electionelection in its sole discretion, in whole or in part, immediately due and payable payable, in cash cash, at the Mandatory Default Amount. After Immediately on and after the occurrence of any Event of Default that results in the eventual acceleration Default, without need for notice or demand all of this Notewhich are waived, the interest rate on this Note shall accrue and be owed daily at an additional increased interest rate equal to the lesser of 1.5% per month (18% per annum) Default Interest or the maximum rate permitted under applicable lawRegulations. Upon the payment in full of the Mandatory Default AmountAmount in cash or in shares of Common Stock, the Holder shall promptly surrender this Note to or as directed by the Company. 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 kindkind (other than the Holder’s election to declare such acceleration), 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 lawit. Such acceleration may be rescinded and annulled by Xxxxxx 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 6(b5(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, The Company shall provide all information and documentation to the Holder may require that is requested by the Company Holder to redeem all enable the Holder to confirm the Company’s compliance with the terms and conditions of the Notes then held by such Holder through the issuance this Note and to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due enforce its rights hereunder and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullthereunder.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e)Axxxxx Intercreditor Agreement, if any Event of Default occurs, then the outstanding principal amount of this NoteDebenture, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this NoteDebenture, the interest rate on this Note Debenture shall accrue at an additional interest rate equal to the lesser of 1.512% per month (18% per annum) annum or the maximum rate permitted under applicable law. Subject to the Axxxxx Intercreditor Agreement, accrued and unpaid default interest shall be paid by the Company in cash in arrears on the first day of each calendar month. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note Debenture to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note Debenture until such time, if any, as the Holder receives full payment pursuant to this Section 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding full principal amount of this Note, plus accrued but unpaid together with all interest, liquidated damages fees (including late fees), expenses and all other amounts owing in respect thereof through under this Note and the date of accelerationTransaction Documents, shall become, at the Holder’s election, immediately due and payable in cash at via wire transfer; provided that upon the occurrence of any Event of Default of the type described under clauses (i) or (ii) of Section 5(a)(v), the full principal amount of this Note, together with all interest, fees (including late fees), expenses and all other amounts owing in respect thereof under this Note and the Transaction Documents, shall automatically become immediately due and payable in cash, without any notice to the Company or any other act by the Holder. The aggregate amount payable upon an Event of Default shall be equal to the Mandatory Default Amount. After Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest the rate equal to the lesser of 1.5% per month (1821% per annum) , or the such lower maximum rate amount of interest permitted to be charged under applicable law. Upon the payment in full in cash to the Holder of the Mandatory Default Amount, Amount on this entire Note the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration described herein, the The Holder need not provide, provide and the Company hereby waives, waives any presentment, demand, protest or other notice of any kind, 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. Such acceleration 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 holder of the Note until such time, if any, as the Holder receives full payment pursuant to in cash under this Section 6(b)shall have been received by it. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election In addition to and not in limitation of the Holderforegoing, (i) upon the occurrence and during the continuance of any Event of Default, the Holder may require the Company to redeem shall have all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due rights and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice remedies provided for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with under this Section (whether in cash or shares of Common Stock)Note, the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by other Transaction Documents and under applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.,

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding full principal amount of this Note, plus accrued but unpaid interest, liquidated damages together with interest and other amounts owing in respect thereof through thereof, to the date of acceleration, acceleration shall become, at the Holder’s election, immediately due and payable in cash at cash. The aggregate amount payable upon an Event of Default shall be equal to the Mandatory Prepayment Amount, provided, that upon an Event of Default described in Section 8(a)(viii) above, the aggregate amount payable shall be equal to the Optional Repayment Amount. After Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest the rate equal to the lesser of 1.5% per month (1820% per annum) , or the such lower maximum rate amount of interest permitted to be charged under applicable law. Upon All Notes for which the payment full Mandatory Prepayment Amount hereunder shall have been paid in full of the Mandatory Default Amount, the Holder accordance herewith shall promptly surrender this Note be surrendered to or as directed by the Company. In connection with such acceleration described herein, the The Holder need not provide, provide and the Company hereby waives, waives any presentment, demand, protest or other notice of any kind, 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. Such acceleration 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 holder of the Note until such time, if any, as the Holder receives full payment pursuant to under this Section 6(b)shall have been received by it. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, the Holder may, with the consent of the holders of 51% of then outstanding principle amount of the Debentures, by written notice to the Company (with copy to the Agent) declare all outstanding principal amount of this NoteDebenture, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amountcash. After Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this NoteDebenture pursuant to this Section 9(b), the interest rate on this Note Debenture shall accrue at an additional interest rate equal to the lesser of 1.524% per month (18% per annum) annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note Debenture until such time, if any, as the Holder receives full payment pursuant to this Section 6(b9(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. AlternativelyIn addition to the foregoing remedies, at upon the election occurrence or existence of the Holderany Event of Default, the Holder may require exercise any other right, power or remedy granted to the Holder as set forth in the Security Agreement. If an Event of Default occurs under Section 9(a)(i) and the Company to redeem all cures the Event of Default after the Notes then held by such 5 Trading Day cure period and before the Holder through the issuance to such Holder has elected an acceleration of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock)Debenture, the Company will pay interest thereon at shall include in such payment to Holder a rate late fee in an amount equal to 10% of the lesser original amount of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullpayment.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then at the Holder’s election (i) the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, become immediately due and payable in cash pursuant to clause (ii) of the definition of Mandatory Default Amount, or (ii) the outstanding principal amount of this Note, and, if elected by the Holder, all accrued and unpaid interest hereon, shall be converted into share of Common Stock at the Alternate Conversion Price pursuant to clause (i) of the definition of Mandatory Default Amount. After In the event the Holder makes the election described in clause (ii) of this Section above, but does not elect to receive Conversion Shares in respect of all accrued and unpaid interest on the Note, all accrued and unpaid interest shall be paid to the Holder in cash no later than the date the Conversion Shares are required to be delivered to the Holder. Commencing on the occurrence of any Event of Default that results in the eventual acceleration and for as long an Event of this NoteDefault is not cured, the interest rate on this Note as set forth in Section 2 above shall accrue at an additional interest a rate equal to the lesser of 1.5% per month (1820% per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon; and in addition to any other rights and remedies available to the election Holder in an Event of the HolderDefault, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock Conversion Price in effect on any Conversion Date shall be equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage ratePrice, subject to adjustment herein, without any notice or any action taken by the Holder. The Default Redemption AmountBorrower shall pay the Holder hereof costs of collection, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullincluding reasonable attorneys’ fees.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occursoccurs and has not been cured within thirty (30) calendar days of the date of the default itself, then (a) the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages in the amount of 100% of the then principal balance of this Note, and all other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount; (b) The Warrants shall become exercisable in full at the default then in effect, as provided in Section 1(b) of the Warrant Agreement; and (c) the Conversion Price shall be discounted as set forth in Section 5(c) hereof. After the occurrence of any Event of Default that results in the eventual acceleration of this NoteDefault, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) or the maximum rate permitted under applicable lawDefault Rate. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the this Note until such time, if any, as the Holder receives full payment pursuant to this Section 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then of the outstanding full principal amount of this Note, plus accrued but unpaid interest, liquidated damages together with interest and other amounts owing in respect thereof through thereof, to the date of acceleration, acceleration shall become, at the Holder’s election, immediately due and payable in cash at cash. The aggregate amount payable upon an Event of Default shall be equal to the Mandatory Default Prepayment Amount. After In lieu of a cash payment the Holder may elect to receive all or part of a Mandatory Default Amount in Conversion Shares, from time to time, based on a conversion price equal to 65% of the average of the 5 lowest Closing Bid Prices for the 20 consecutive Trading Days ending on the Trading Day that is immediately prior to each such conversion. Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest the rate equal to the lesser of 1.5% per month (1824% per annum) , or the such lower maximum rate amount of interest permitted to be charged under applicable law. Upon All Notes for which the payment full Mandatory Prepayment Amount hereunder shall have been paid in full of the Mandatory Default Amount, the Holder accordance herewith shall promptly surrender this Note be surrendered to or as directed by the Company. In connection with such acceleration described herein, the The Holder need not provide, provide and the Company hereby waives, waives any presentment, demand, protest or other notice of any kind, 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. Such acceleration 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 holder of the Note until such time, if any, as the Holder receives full payment pursuant to under this Section 6(b)shall have been received by it. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e)Limitation, if any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s electionelection by notice in writing to Company, immediately due and payable at the Holder’s option in cash at or in shares of Common Stock (subject to the Mandatory Default AmountEquity Conditions). After the occurrence of any Event of Default that has not been cured that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% two percent (2%) per month (18% twenty-four percent (24%) per annum) or the maximum rate permitted under applicable law. Upon the payment in full in cash or in shares of Common Stock the Mandatory Default Amountoutstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, , the Holder shall promptly surrender this Note to or as directed by the Company. 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 kindkind (other than the Holder’s election to declare such acceleration), 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. Such acceleration may be rescinded and annulled by Xxxxxx 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if any Upon an Event of Default occurs, then and at any time thereafter during the outstanding principal amount continuance of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After the occurrence of any such Event of Default that results in (unless all Events of Default have been timely cured by the eventual acceleration of this Note, Maker or waived by the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default AmountHolder), the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration described hereinmay, the Holder need not providesolely at its discretion, and the Company hereby waiveswithout presentment, any presentmentnotice, demand, protest or other notice action of any kind, all of which are hereby waived, declare the entire amount of the unpaid principal of and accrued and unpaid interest on this Note immediately due and payable. No failure or delay on the part of the Holder may immediately and without expiration in exercising any right or remedy hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any grace period enforce right hereunder preclude other or further exercise thereof or the exercise of any and all of its rights and remedies hereunder and all other remedies available to it under applicable lawright or remedy. Such acceleration may be rescinded and annulled by Xxxxxx at In case 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 6(b). No such rescission one or annulment shall affect any subsequent more Event of Default or impair any right consequent thereon. Alternatively, at the election shall occur and be continuing and acceleration of the Holderthis Note shall have occurred, the Holder may require may, inter alia, proceed to protect and enforce its rights by an action at law, suit in equity or other appropriate proceeding, whether for the Company to redeem all specific performance of any agreement contained in this Note, or for an injunction against a violation of any of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash terms hereof or thereof or in shares, and of the exercise of any power granted hereby or thereby or by law. No right conferred upon the Holder hereby shall be due and payable exclusive of any other right referred to herein or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon hereafter available at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amountin equity, plus all such interest thereonby statute or otherwise. IN ADDITION TO ANY OTHER REMEDY PROVIDED HEREIN, is paid in fullUPON THE EVENT OF A DEFAULT, MAKER DOES HEREBY AUTHORIZE ANY CLERK OF ANY COURT OF RECORD OR ANY ATTORNEY TO ENTER IN ANY COURT OF COMPETENT JURISDICTION IN XXXX COUNTY, ILLINOIS OR ANY OTHER STATE OR TERRITORY OF THE UNITED STATES JUDGMENT BY CONFESSION AGAINST MAKER AND IN FAVOR OF THE HOLDER OF THIS NOTE FOR THE ENTIRE AMOUNT OF PRINCIPAL DUE HEREUNDER WITH INTEREST THEREON AT TEN PERCENT (10%) PER ANNUM, ACCRUING FROM DATE OF THE EVENT OF DEFAULT, TOGETHER WITH REASONABLE ATTORNEY’S FEES AND COURT COSTS, WITHOUT STAY OF EXECUTION OR RIGHT OF APPEAL EXPRESSLY WAIVING THE BENEFIT OF ALL EXEMPTION LAWS AND ALL IRREGULARITY OR ERROR IN ENTERING ALL JUDGMENT OR THE EXECUTION THEREON. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE HOLDER OF THIS NOTE SHALL ELECT UNTIL SUCH TIME AS THE HOLDER OF THIS NOTE SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL INDEBTEDNESS OF MAKER TO THE HOLDER OF THIS NOTE.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occursoccurs and remains uncured for 120 days, then the Holder may, at its sole election, provide to the Company a notice of acceleration of this Debenture, upon which acceleration the outstanding principal amount of this NoteDebenture, plus accrued but unpaid interest, liquidated damages damages, step up interest and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this NoteDebenture, the interest rate on this Note Debenture shall be equal to (i) 4% per annum for the initial 180 calendar days following the date of the Event of Default and (ii) at the rate of 8% per annum commencing on a date which is 181 calendar days from the date of the Event of Default. Such interest shall be calculated on the basis of a 365-day year and shall accrue at an additional interest rate equal to daily commencing on the lesser date of 1.5% per month (18% per annum) or the maximum rate permitted under applicable lawEvent of Default and shall be compounded quarterly on January 1, April 1, July 1 and October 1, beginning on the first such date after the date of the Event of Default until payment in full of the Mandatory Default Amount. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note Debenture to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note Debenture until such time, if any, as the Holder receives full payment pursuant to this Section 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.this

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages (if any) and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After At any time when this Note is proposed to be paid by the Company following an Event of Default in cash: (i) the Company shall give at least fifteen (15) days’ prior written notice to Holder of such proposed payment in cash and (ii) the Holder may, by written notice to the Company delivered within five (5) days after such notice of proposed payment in cash, elect to receive payment of this Note, by converting all or any portion of the Mandatory Default Amount into Conversion Shares (converted at the Conversion Price). Commencing upon the occurrence of any Event of Default, interest shall commence to accrue on the outstanding balance of the Mandatory Default that results in the eventual acceleration Amount of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% per month twenty percent (18% 20%) per annum) or the maximum rate permitted under applicable law. Upon the payment or conversion in full of the Mandatory Default AmountAmount in accordance with the terms of this Note, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx 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 6(bsection 5(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then at the Holder’s election (i) the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, become immediately due and payable in cash pursuant to clause (ii) of the definition of Mandatory Default Amount, or (ii) the outstanding principal amount of this Note, and, if elected by the Holder, all accrued and unpaid interest hereon, shall be converted into share of Common Stock at the Alternate Conversion Price pursuant to clause (i) of the definition of Mandatory Default Amount. After In the event the Holder makes the election described in clause (ii) of this Section above, but does not elect to receive Conversion Shares in respect of all accrued and unpaid interest on the Note, all accrued and unpaid interest shall be paid to the Holder in cash no later than the date the Conversion Shares are required to be delivered to the Holder. Commencing on the occurrence of any Event of Default that results in the eventual acceleration and for as long an Event of this NoteDefault is not cured, the interest rate on this Note as set forth in Section 2 above shall accrue at an additional interest a rate equal to the lesser of 1.5% per month (1820% per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon; and in addition to any other rights and remedies available to the election Holder in an Event of the HolderDefault, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock Conversion Price in effect on any Conversion Date shall be equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage ratePrice, subject to adjustment herein, without any notice or any action taken by the Holder. The Default Redemption AmountBorrower shall pay the Holder hereof costs of collection, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullincluding reasonable attorneys’ fees.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable payable, at the Holders election in cash at the Mandatory Default AmountAmount or in Ordinary Shares at the Mandatory Default Amount at a conversion price equal to eighty-five percent (85%) of the ten (10)-day VWAP during the ten (10) consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable date the Mandatory Default Amount is demanded or otherwise due. After Commencing five (5) days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.510% per month (18% per annum) annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx 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 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this NoteDebenture, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s electionelection by notice in writing to Company, immediately due and payable in cash at the Mandatory Default Amount. After the occurrence of any Event of Default that results in the eventual acceleration of this NoteDebenture, the interest rate on this Note Debenture shall accrue at an additional annual interest rate equal to 10% in excess of the lesser Interest Rate, plus a one-time 5% penalty on the then-outstanding balance of 1.5% per month (18% per annum) or the maximum rate permitted under applicable lawDebenture. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note Debenture to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note Debenture until such time, if any, as the Holder receives full payment pursuant to this Section 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this Senior Secured Convertible Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After Commencing 7 days after the occurrence of any Event of Default that results in the eventual acceleration of this Senior Secured Convertible Note, the interest rate on this Senior Secured Convertible Note shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Senior Secured Convertible Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Senior Secured Convertible Note until such time, if any, as the Holder receives full payment pursuant to this Section 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding full principal amount of this NoteDebenture, plus accrued but unpaid interest, liquidated damages together with interest and other amounts owing in respect thereof through thereof, to the date of acceleration, acceleration shall become, at the Holder’s 's election, immediately due and payable in cash at cash. The aggregate amount payable upon an Event of Default shall be equal to the Mandatory Default Prepayment Amount. After Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this NoteDebenture, the interest rate on this Note Debenture shall accrue at an additional interest the rate equal to the lesser of 1.5% per month (18% per annum) , or the such lower maximum rate amount of interest permitted to be charged under applicable law. Upon All Debentures for which the payment full Mandatory Prepayment Amount hereunder shall have been paid in full of the Mandatory Default Amount, the Holder accordance herewith shall promptly surrender this Note be surrendered to or as directed by the CompanyCompany or Parent. In connection with such acceleration described herein, the The Holder need not provide, provide and the Company and Parent each hereby waives, waives any presentment, demand, protest or other notice of any kind, 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. Such acceleration declaration may be rescinded and annulled by Xxxxxx Holder at any time prior to payment hereunder and the Holder shall have all rights xxx xights as a Debenture holder of the Note until such time, if any, as the Holder receives full payment pursuant to under this Section 6(b)shall have been received by it. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if any If an Event of Default occursarising under Section 4(a) above shall have occurred, then (i) the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages Note and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, become immediately due and payable in cash at and (ii) automatically upon the Mandatory Default Amount. After occurrence of an Event of Default, and commencing one (1) day after the occurrence of any Event of Default, regardless of when such Event of Default that results in becomes known to the eventual acceleration Holder, this outstanding principal amount of this Note, the interest rate on this Note shall accrue interest until fully repaid at an additional interest a rate equal to the lesser of 1.5% per month (18% per annum) annum or the maximum rate permitted under applicable lawlaw (“Default Interest”). Upon the payment in full of the Mandatory Default Amountall amounts due under this Note, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx 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 6(b4(c). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. AlternativelyIn the event of such rescission, interest at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a default rate equal to the lesser of 18% per annum shall continue to accrue until such time as the Event of Default has been cured or the maximum rate permitted by applicable lawwaived, accruing from and such date until the Default Redemption Amount, plus all such default interest thereon, is has been paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, plus all interest that would have been earned through the Maturity Date if such interest has not yet accrued, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Redemption Amount. After Commencing five days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Redemption Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.52% per month (1824% per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx 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 6(b4(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may shall have the option to require the Company to redeem all of the Notes then held by such Holder through though the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage ratelowest price in the ten (10) Trading Days immediately prior to the date of election hereunder, or (ii) increase the dividend rate on the outstanding Note held by such Holder retroactively to the initial Closing Date to 18% per annum thereafter. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section 4(b) (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing and compounding daily from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this NoteDebenture, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at as the Mandatory Default AmountAmount on the date notice for the payment therefor is provided by a Holder. After At the Holder’s election, such payment will be payable in cash or shares at the Conversion Price. Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this NoteDebenture, the interest rate on this Note Debenture shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) annum or the maximum rate permitted under applicable law. The Mandatory Default Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note Debenture to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note Debenture until such time, if any, as the Holder receives full payment pursuant to this Section 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as and to the extent set forth in Section 4(e4(d), if any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest (including all interest, whether or not accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or similar proceeding, all of which shall continue to accrue whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, liquidated damages and any other amounts owing by any Company Party in respect thereof or under any Transaction Document through the date of acceleration, shall become, at the Holder’s electionelection in its sole discretion, in whole or in part (or, in the case of Section 7(a)(viii)(A) through (C), in whole, automatically and without the need for any notice, demand or any other action by the Collateral Agent or the Holder all of which are hereby waived), immediately due and payable payable, in cash or in shares of Common Stock (at the Holder’s option in its sole discretion), at the greater of (i) the Mandatory Default Amount, and (ii) (a) the outstanding principal amount of this Note and accrued and unpaid interest hereon, in addition to the payment of all other amounts, costs, expenses and liquidated damages due in respect of this Note, divided by the Fixed Conversion Price, multiplied by (b) the highest closing price for the Common Stock on the Trading Market (as defined in the Exchange Agreement) during the period beginning on the date of first occurrence of the Event of Default and ending one day prior to the mandatory prepayment date as set forth in Section 2(f). After Immediately on and after the occurrence of any Event of Default that results in the eventual acceleration Default, without need for notice or demand all of this Notewhich are waived, the interest rate on this Note shall accrue and be owed daily at an additional increased interest rate equal to the lesser of 1.5% per month (18% per annum) Default Interest or the maximum rate permitted under applicable lawRegulations. Upon the payment in full of the Mandatory Default AmountAmount in cash or in shares of Common Stock, the Holder shall promptly surrender this Note to or as directed by the Company. 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 kindkind (other than the Holder’s election to declare such acceleration), 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 lawRegulations. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, The Company shall provide all information and documentation to the Holder may require that is requested by the Company Holder to redeem all enable the Holder to confirm the Company’s compliance with the terms and conditions of this Note and the Notes then held by such Holder through the issuance other Transaction Documents and to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due enforce its rights hereunder and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullthereunder.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occursoccurs (other than an Event of Default under Section 8(a)(v)), then the outstanding principal amount of this NoteDebenture, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s electionwritten election of a Majority in Interest, immediately due and payable in cash at the Mandatory Default Amount. After If any Event of Default in Section 8(a)(v) occurs, the outstanding principal amount of this Debenture, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become immediately due and payable in cash at the Mandatory Default Amount. Commencing five (5) days after the occurrence of any Event of Default that results in the eventual acceleration of this NoteDebenture, the interest rate on this Note Debenture shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note Debenture to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note Debenture until such time, if any, as the Holder receives full payment pursuant to this Section 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occursoccurs and is continuing, then the outstanding principal amount Administrative Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Commitments of each Lender and the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Advances, all interest thereon and all other amounts (including without limitation, the Prepayment Premium, the MOIC Amount and Exit Fee payable pursuant to Section 2.06(d)) payable under this NoteAgreement and the other Loan Documents to be forthwith due and payable, plus accrued but unpaid interestwhereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under any Bankruptcy Law, (y) the Commitments of each Lender and the obligation of each Lender to make Advances shall automatically be terminated and (z) the Advances, all such interest and all such amounts (including without limitation, the Prepayment Premium, the MOIC Amount and Exit Fee payable pursuant to Section 2.06(d)) shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Loan Parties. The parties hereto acknowledge and agree that the Prepayment Premium, MOIC Amount and Exit Fee referred to in this Section 6.02 (i) is additional consideration for providing the Advances, (ii) constitutes reasonable liquidated damages to compensate the Lenders for (and is a proportionate quantification of) the actual loss of the anticipated stream of interest payments upon an acceleration of the Advances (such damages being otherwise impossible to ascertain or even estimate for various reasons, including, without limitation, because such damages would depend on, among other amounts owing things, (x) when the Advances might otherwise be repaid and (y) future changes in respect thereof through interest rates which are not readily ascertainable on the date Closing Date), and (iii) is not a penalty to punish the Borrower for its early prepayment of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After Advances or for the occurrence of any Event of Default that results in the eventual or acceleration. The Prepayment Premium, MOIC Amount and Exit Fee shall be payable upon an acceleration of this Noteany Obligations, whether before, during or after the interest rate on this Note shall accrue at an additional interest rate equal to commencement of any proceeding under the lesser of 1.5% per month (18% per annum) Bankruptcy Code involving the Borrower or the maximum rate permitted under applicable lawany other Loan Party. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration described herein, the Holder need not provide, The Lenders and the Company hereby waives, any presentment, demand, protest or Administrative Agent shall have all other notice of any kind, 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. Such acceleration may be rescinded and annulled by Xxxxxx 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 law or in equity or pursuant to this Section 6(b)Loan Agreement or any other Loan Document. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullSECTION 6.03.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable payable, at the Holders election in cash at the Mandatory Default AmountAmount or in shares of Common Stock at the Mandatory Default Amount at a conversion price equal to 75% of the lowest VWAPs during the twenty (20) consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable date the Mandatory Default Amount is demanded or otherwise due. After Commencing five (5) days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.515% per month (18% per annum) annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx 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 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, the Company shall have five (5) days to cure such Event of Default. If following the five day period the Event of Default remains, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.52% per month (1824% per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. AlternativelyNo such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon; and (ii) in addition to any other remedies herein and notwithstanding any other provision in this Note, at in addition to any other rights and remedies available to the election Holder in an Event of the HolderDefault, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock Conversion Price in effect on any Conversion Date shall be equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption AmountPrice, whether payable in cash subject to adjustment herein, without any notice or in shares, shall be due and payable or issuable, as any action taken by the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullHolder.

Remedies Upon Event of Default. Subject to (a) Upon the Beneficial Ownership Limitation as set forth in Section 4(e), if any occurrence of an Event of Default occursof the type described in Section 4.01(f) or 4.01(g), then the outstanding principal amount Outstanding Principal Balance of, and accrued interest on, all Series of this NoteEquipment Notes, plus accrued but unpaid interest, liquidated damages and together with all other amounts then due and owing in respect thereof through to the date of accelerationNoteholders, shall become, at the Holder’s election, become immediately due and payable in cash at the Mandatory Default Amountwithout further action by any Person. After the occurrence of If any other Event of Default that results occurs and is continuing, then the Indenture Trustee, acting at the Direction of the Requisite Majority, may declare the principal of and accrued interest on all Equipment Notes then Outstanding to be due and payable immediately, by written notice to the Issuer, the Servicer, the Hedge Providers, the Liquidity Facility Providers and the Administrator (a “Default Notice”), and upon any such declaration such principal and accrued interest shall become immediately due and payable. At any time after the Indenture Trustee has declared the Outstanding Principal Balance of the Equipment Notes to be due and payable and prior to the exercise of any other remedies pursuant to this Master Indenture, the Indenture Trustee (at the Direction of the Requisite Majority), by written notice to the Issuer, the Servicer and the Administrator may, except in the eventual acceleration case of (i) a default in the deposit or distribution of any payment required to be made on the Equipment Notes, (ii) a payment default on the Equipment Notes or (iii) a default in respect of any covenant or provision of this NoteMaster Indenture that cannot by the terms hereof be modified or amended without the consent of each Noteholder affected thereby, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% per month rescind and annul such declaration and thereby annul its consequences, if (18% per annum1) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note there has been paid to or as directed by deposited with the Company. In connection with such acceleration described herein, Indenture Trustee an amount sufficient to pay all overdue installments of interest on the Holder need not provideEquipment Notes, and the Company hereby waives, any presentment, demand, protest or other notice principal of any kind, 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. Such acceleration may be rescinded and annulled by Xxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such timepremium, if any, as on the Holder receives full payment pursuant to this Section 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Equipment Notes then held that would have become due otherwise than by such Holder through declaration of acceleration, (2) the issuance to such Holder rescission would not conflict with any judgment or decree, and (3) all other defaults and Events of Default, other than nonpayment of interest and principal on the Equipment Notes that have become due solely because of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amountacceleration, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash have been cured or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullwaived.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this NoteDebenture, plus accrued but unpaid interest, plus all interest that would have been earned through the one year anniversary of the Original Issue Date if such interest has not yet accrued, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default AmountAmount and shall become convertible into shares of Common Stock at the lesser of (i) the Conversion Price, and (ii) 70% of the average VWAP for the five Trading Days in the preceding twenty Trading Days that have the lowest VWAP during such period. After Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this NoteDebenture, the interest rate on this Note Debenture shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note Debenture to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note Debenture until such time, if any, as the Holder receives full payment pursuant to this Section 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if any If an Event of Default occursshall have occurred and be continuing, then Lender may exercise any one or more of the outstanding following rights and remedies, and any other remedies provided in any of the Loan Documents, as Lender in its sole discretion, may deem necessary or appropriate, in each case upon notice to Borrower: (i) terminate Lender's commitment to lend hereunder, (ii) declare the principal amount of this Noteof, plus and all interest then accrued but unpaid intereston, liquidated damages the Revolving Credit Note and any other amounts owing in respect thereof through liabilities hereunder to be forthwith due and payable, whereupon the date of acceleration, same shall become, at the Holder’s election, immediately forthwith become due and payable in cash at the Mandatory Default Amount. After the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any without presentment, demand, protest protest, notice of default, notice of acceleration or of intention to accelerate or other notice of any kind, all of which Borrower hereby expressly waives, anything contained herein or in the Revolving Credit Note to the contrary notwithstanding, (iii) reduce any claim to judgment, and/or (iv) without notice of default or demand, pursue and the Holder may immediately and without expiration of any grace period enforce any and all of its Lender's rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Xxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such timeLoan Documents, if any, as the Holder receives full payment or otherwise provided under or pursuant to this Section 6(b). No such rescission any applicable law or annulment shall affect agreement; provided, however, that if any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holderspecified in SECTION 9.01 (f) and (g) shall occur, the Holder may require principal of, and all interest on, the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, Revolving Credit Note and other liabilities hereunder shall be thereupon become due and payable concurrently therewith, and Lender's obligations to lend shall immediately terminate hereunder, without any further action by Lender and without presentment, demand, protest, notice of default, notice of acceleration or issuableof intention to accelerate or other notice of any kind, as the case may be, within five (5) Trading Days all of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullBorrower hereby expressly waives.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, plus all interest that would have been earned through the Maturity Date if such interest has not yet accrued, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Redemption Amount. After Commencing five days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Redemption Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx 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 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s electionelection of the holders of at least a majority in principal amount of the then outstanding Notes, immediately due and payable in cash at the Mandatory Default Amount. After Commencing 5 Business Days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.510% per month (18% per annum) annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default AmountAmount (other than contingent indemnification obligations for which no claim has been asserted) under this Note, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx Hxxxxx 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 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to Upon an occurrence of an Event of Default, the Beneficial Ownership Limitation as set forth in Section 4(e), if any Company shall within one (1) Business Day deliver written notice thereof via facsimile and overnight courier (an "Event of Default occursNotice") to the Holder. At any time after the earlier of the Holder's receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default, then the outstanding principal amount Holder may require the Company to redeem all or any portion of this NoteNote by delivering written notice thereof (the "Event of Default Redemption Notice") to the Company, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through which Event of Default Redemption Notice shall indicate the date portion of acceleration, this Note the Holder is electing to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 8(b) shall become, be redeemed by the Company at the Holder’s election, immediately due and payable in cash at a price equal to the Mandatory Default Amount. After Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this NoteDebenture, the interest rate on this Note Debenture shall accrue at an additional interest the rate equal to the lesser of 1.5% per month (1815% per annum) , or the such lower maximum rate amount of interest permitted to be charged under applicable law. Upon the payment in full of the Mandatory Default Amount, Amount on this entire Debenture the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.this

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this NoteDebenture, plus accrued but unpaid interest, plus all interest that would have been earned through the one year anniversary of the Original Issue Date if such interest has not yet accrued, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default AmountAmount and shall become convertible into shares of Common Stock at the lesser of (i) the Conversion Price, and (ii) 70% of the average VWAP for the five Trading Days in the preceding twenty Trading Days that have the lowest VWAP during such period. After Commencing five days after the occurrence of any Event of Default that results in the eventual acceleration of this NoteDebenture, the interest rate on this Note Debenture shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note Debenture to or as directed by the Company. 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, 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 lawlaw (including, without limitation, the security agreement referenced in the Purchase Agreement). Such acceleration may be rescinded and annulled by Xxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note Debenture until such time, if any, as the Holder receives full payment pursuant to this Section 6(b8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding full principal amount of this NoteDebenture, plus accrued but unpaid interest, liquidated damages and together with any other amounts owing in respect thereof through thereof, to the date of acceleration, acceleration shall become, at the Holder’s 's election, immediately due and payable in cash at the Mandatory Default Amountcash. After the occurrence of any The aggregate amount payable upon an Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate be equal to the lesser Mandatory Prepayment Amount. Interest shall accrue on the Mandatory Prepayment Amount hereunder from the fifth (5th) day after such amount is due (being the date of 1.5% per month (18% per annuman Event of Default) or through the maximum rate permitted under applicable law. Upon the payment date of prepayment in full thereof in an amount equal to the Late Fee, to accrue daily from the date such payment is due hereunder through and including the date of payment. All Debentures for which the full Mandatory Default Amount, the Holder Prepayment Amount hereunder shall have been paid in accordance herewith shall promptly surrender this Note be surrendered to or as directed by the Company. In connection with such acceleration described herein, the The Holder need not provide, provide and the Company hereby waives, waives any presentment, demand, protest or other notice of any kind, 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. Such acceleration declaration may be rescinded and annulled by Xxxxxx Holder at any time prior to payment hereunder and the Holder shall have all rights as a Debenture holder of the Note until such time, if any, as the Holder receives full payment pursuant to under this Section 6(b)shall have been received by it. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, the Company shall have five (5) days to cure such Event of Default. If following the five (5) day period the Event of Default remains, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at pursuant to clause (ii) of the Mandatory Default Amount. After Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue without duplication at an additional interest rate equal to the lesser of one and half percent (1.5% %) per month (18% per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx 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 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon; and in addition to any other rights and remedies available to the election Holder in an Event of the HolderDefault, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock Conversion Price in effect on any Conversion Date shall be equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Optional Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash without any notice or in shares, shall be due and payable or issuable, as any action taken by the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullHolder.

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occursoccurs and is continuing, then the outstanding Administrative Agent shall, at the request of, or may, with the consent of, the Required Purchasers, take any or all of the following actions: (a) declare the commitment of each Purchaser to purchase Notes to be terminated, whereupon such commitments and obligation shall be terminated; (b) declare the unpaid principal amount of this Noteall outstanding Notes, plus all interest accrued but and unpaid interestthereon, liquidated damages and all other amounts (including any repayment premium) owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, or payable hereunder or under any other Note Document to be immediately due and payable in cash at the Mandatory Default Amount. After the occurrence of any Event of Default that results in the eventual acceleration of this Notepayable, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Issuer; and (c) exercise on behalf of itself and the Holder may immediately and without expiration of any grace period enforce any and Purchasers all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Xxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder Purchasers under the Note Documents; provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Issuer under the Bankruptcy Code of the Note until such timeUnited States, if anythe obligation of each Purchaser to purchase Notes shall automatically terminate, the unpaid principal amount of all outstanding Notes and all interest and other amounts (including any repayment premium) as the Holder receives full payment pursuant to this Section 6(b). No such rescission or annulment aforesaid shall affect any subsequent Event of Default or impair any right consequent thereon. Alternativelyautomatically become due and payable, at the election in each case without further act of the HolderAdministrative Agent or any Purchaser. If the Obligations are accelerated for any reason, the Holder may require repayment premium required by Section 2.03(e) and the Company to redeem all of the Notes then held exit fee required by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (xSection 2.07(b) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall will also be due and payable or issuableas though such Obligations were voluntarily prepaid and any discount on the Notes shall be deemed earned in full and, in each case, shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Purchaser’s lost profits as a result thereof. Any repayment premium required by Section 2.03(e) and any exit fee required by Section 2.07(b) payable pursuant to the preceding sentence shall be presumed to be the liquidated damages sustained by each Purchaser as the case may be, within five (5) Trading Days result of the date on which early termination and the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.Issuer

Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(e), if If any Event of Default occurs, then the outstanding principal amount of this NoteDebenture, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election's election by notice in writing to Company, immediately due and payable in cash at the Mandatory Default Amount. After the occurrence of any Event of Default that results in the eventual acceleration of this NoteDebenture, the interest rate on this Note Debenture shall accrue at an additional interest rate equal to 10% in excess of the lesser Interest Rate, plus a 5% penalty on the then-outstanding balance of 1.5% per month (18% per annum) or the maximum rate permitted under applicable lawDebenture. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note Debenture to or as directed by the Company. 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, 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. Such acceleration may be rescinded and annulled by Xxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note Debenture until such time, if any, as the Holder receives full payment pursuant to this Section 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in full.

Remedies Upon Event of Default. Subject to (a) The Conduit Lender, the Beneficial Ownership Limitation Manager , the SPV Administrator, the Eligible Lender Trustee and the Sponsor shall as set forth in Section 4(e), if any Event soon as possible upon being made aware of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After the occurrence of any Event of Default that results in or Potential Event of Default notify the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 1.5% per month (18% per annum) or the maximum rate permitted under applicable lawConduit Administrator. Upon the payment occurrence of an Event of Default, the Conduit Administrator shall have the right to declare, by notice to the Funding Note Issuer, that the Funding Note Balance, the Ratable Financing Costs accrued in full respect of the Mandatory Default AmountFunding Note and all other Obligations of the Funding Note Issuer shall become immediately due and payable; provided that the Conduit Administrator shall not cause the acceleration of the Final Maturity Date unless instructed to take such action by the Manager; and provided further that the Funding Note Balance, the Holder Ratable Financing Costs accrued in respect of the Funding Note and all other Obligations of the Funding Note Issuer shall promptly surrender this automatically be accelerated upon the occurrence of any event with respect to the Funding Note to Issuer described in clause (e) of Appendix E without any further action of the Conduit Lender, the Manager or as directed by the CompanyConduit Administrator. In connection with Upon such acceleration described hereinof the Funding Note Balance, the Holder need not provide, Ratable Financing Costs accrued in respect of the Funding Note and all other Obligations of the Funding Note Issuer shall become immediately due and payable and the Company hereby waivesConduit Lender shall have, any presentment, demand, protest or in addition to all other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and under this Agreement or otherwise, but subject to the provisions of Section 6.02(b), all other rights and remedies available to it a secured party under applicable law. Such acceleration may be rescinded and annulled by Xxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder UCC of the Note until such timeapplicable jurisdiction and other applicable laws, if any, as the Holder receives full payment pursuant to this Section 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Alternatively, at the election of the Holder, the Holder may require the Company to redeem all of the Notes then held by such Holder through the issuance to such Holder of such number of shares of Common Stock equal to the quotient of (x) the Default Redemption Amount, divided by (y) Alternate Conversion Price percentage rate. The Default Redemption Amount, whether payable in cash or in shares, which rights shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Default Redemption Payment Date”). If the Company fails to pay in full the Default Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing from such date until the Default Redemption Amount, plus all such interest thereon, is paid in fullcumulative.