The principal amount of this Note is subject to prepayment in whole or in part upon the occurrence and during the continuance of any of the following events (each, an “Event of Default”): the initiation of any bankruptcy, insolvency, moratorium, receivership or reorganization by or against the Company, or a general assignment of assets by the Company for the benefit of creditors. Upon the occurrence of any Event of Default, the entire unpaid principal balance of this Note and all of the unpaid interest accrued thereon shall be immediately due and payable. The Company may offset amounts due to the Lender under this Note by similar amounts that may be due to the Company by the Lender resulting from breaches under the Lender Note.

Default and Acceleration. Any one or more of the following events shall be deemed to be a breach by Maker of its obligations under this Note and an event of default hereunder (individually, an “Event of Default”):

§12. EVENTS OF DEFAULT; ACCELERATION; ETC.

Events of Default. The occurrence of any of the following events (each and “Event of Default”) shall constitute a breach of this Lease by Tenant:

Events of Default. Any of the following events or conditions shall constitute an “Event of Default”: # failure by the [[Organization A:Organization]] to pay when due (whether at the stated maturity, by acceleration, upon demand or otherwise) the Obligations, or any part thereof, or there occurs any event or condition which after notice, lapse of time or after both notice and lapse of time will permit acceleration of any Obligation; # default by the [[Organization A:Organization]] in the performance of any obligation, term or condition of this Agreement, the other Transaction Documents or any other agreement with the ​ or any of its affiliates or subsidiaries (collectively, “Affiliates”); # failure by the [[Organization A:Organization]] to pay when due (whether at the stated maturity, by acceleration, upon demand or otherwise) any indebtedness or obligation owing to any third party or any Affiliate, the occurrence of any event which could result in acceleration of payment of any such indebtedness or obligation or the failure to perform any agreement with any third party or any Affiliate; # the [[Organization A:Organization]] is dissolved, becomes insolvent, generally fails to pay or admits in writing its inability generally to pay its debts as they become due; # the [[Organization A:Organization]] makes a general assignment, arrangement or composition agreement with or for the benefit of its creditors or makes, or sends notice of any intended, bulk sale; the sale, assignment, transfer or delivery of all or substantially all of the assets of the [[Organization A:Organization]] to a third party; or the cessation by the [[Organization A:Organization]] as a going business concern; # the [[Organization A:Organization]] files a petition in bankruptcy or institutes any action under federal or state law for the relief of debtors or seeks or consents to the appointment of an administrator, receiver, custodian or similar official for the wind up of its business (or has such a petition or action filed against it and such petition action or appointment is not dismissed or stayed within forty-five (45) days; # the reorganization, merger, consolidation or dissolution of the [[Organization A:Organization]] (or the making of any agreement therefor); # the death or judicial declaration of incompetency of the [[Organization A:Organization]], if an individual; # the entry of any judgment or order of any court, other governmental authority or arbitrator against the [[Organization A:Organization]] which ​ in good faith determines shall have a material adverse effect on the [[Organization A:Organization]] or the [[Organization A:Organization]]’s ability to pay or perform the Obligations; # falsity, omission or inaccuracy of facts submitted to the ​ or any Affiliate (whether in a financial statement or otherwise); # an adverse change in the [[Organization A:Organization]], its business, assets, operations, affairs or condition (financial or otherwise) from the status shown on any financial statement or other document submitted to the ​ or any Affiliate, and which change the ​ determines will have a material adverse effect on # the [[Organization A:Organization]], its business, assets, operations or condition (financial or otherwise), or # the ability of the [[Organization A:Organization]] to pay or perform the Obligations; # any pension plan of the [[Organization A:Organization]] fails to comply with applicable law or has vested unfunded liabilities that, in the opinion of the ​, might have a material adverse effect on the [[Organization A:Organization]]’s ability to repay its debts; # failure of the [[Organization A:Organization]] to supply new or additional collateral within ten (10) days of request by the ​; # the occurrence of any event described in sub-paragraph(i) through and including(xiii) hereof with respect to any Subsidiary or to any endorser, guarantor or any other party liable for, or whose assets or any interest therein secures, payment of any of the Obligations; or # the ​ in good faith deems itself insecure with respect to payment or performance of the Obligations.

Events of Default. The occurrence of any of the following events shall constitute an “Event of Default” under any Loan Document:

Events of Default. In addition to any other provision for acceleration of maturity contained in notes and collateral instruments to be executed by Borrower, and after the notice of default and opportunity to cure set forth in the Notes evidencing the term loan and the line of credit, Lender at its election may declare all sums owing by Borrower immediately due and payable upon the happening of any of the following events:

Events of Default. An “Event of Default” is: # a default in payment of any amount due hereunder which default continues for more than 5 Trading Days after the due date; # a default in the timely issuance of underlying shares upon and in accordance with terms of [Section 1.00], which default continues for 2 Trading Days after [[Organization A:Organization]] has failed to issue shares or deliver stock certificates within the 3rd Trading Day following the Conversion Date; # if [[Organization A:Organization]] does not issue the press release or file the Current Report in accordance with the provisions and the deadlines referenced [Section 4.00(h)]; # failure by [[Organization A:Organization]] for 3 days after notice has been received by [[Organization A:Organization]] to comply with any material provision of this Note; # failure of [[Organization A:Organization]] to remain compliant with DTC, thus incurring a “chilled” status with DTC; # any default of any mortgage, indenture or instrument which may be issued, or by which there may be secured or evidenced any indebtedness, for money borrowed by [[Organization A:Organization]] or for money borrowed the repayment of which is guaranteed by [[Organization A:Organization]], whether such indebtedness or guarantee now exists or shall be created hereafter; # if [[Organization A:Organization]] is subject to any Bankruptcy Event; # any failure of [[Organization A:Organization]] to satisfy its “filing” obligations under Securities Exchange Act of 1934, as amended (the “1934 Act”) and the rules and guidelines issued by OTC Markets News Service, OTCMarkets.com and their affiliates; # failure of [[Organization A:Organization]] to remain in good standing under the laws of the State of Delaware; # any failure of [[Organization A:Organization]] to provide [[Organization B:Organization]] with information related to its corporate structure including, but not limited to, the number of authorized and outstanding shares, public float, etc. within 1 Trading Day of request by [[Organization B:Organization]]; # failure by [[Organization A:Organization]] to maintain the Required Reserve in accordance with the terms of [Section 1.00(e)]; # failure of Company’s Common Stock to maintain a closing bid price in its Principal Market for more than 3 consecutive Trading Days; # any delisting from a Principal Market for any reason; # failure by Company to pay any of its Transfer Agent fees in excess of $2,000 or to maintain a Transfer Agent of record; # failure by Company to notify [[Organization B:Organization]] of a change in Transfer Agent within 24 hours of such change; # any trading suspension imposed by the United States Securities and Exchange Commission (the “SEC”) under [Sections 12(j) or 12(k)])] of the 1934 Act; # failure by [[Organization A:Organization]] to meet all requirements necessary to satisfy the availability of Rule 144 to [[Organization B:Organization]] or its assigns, including but not limited to the timely fulfillment of its filing requirements as a fully-reporting issuer registered with the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website; # failure by [[Organization A:Organization]] to file with the SEC within 90 days of the Issuance Date of this Note a registration statement covering 300% of the shares underlying this Note or the maximum amount allowed by the SEC; or # failure by [[Organization A:Organization]] to have a registration statement covering the shares underlying this Note to be declared effective by the SEC by the 210th date from the Issuance Date of this Note.

Events of Default. At the election of Holder, the entire principal balance of this Note shall become immediately due and payable upon the occurrence of any one or more of the following events of default:

Any of the following shall constitute an Event of Default: