Events of Default. It is further understood that the following defaults shall constitute events of default hereunder and are hereinafter referred to as an “Event of Default” or “Events of Default”: # the failure of the Borrower to pay any principal amounts within three (3) Business Days of when due hereunder, # a material default in the performance of any of the other agreements, conditions, covenants, provisions or stipulations contained herein, # any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors or dissolution proceedings shall be instituted by or against the Borrower and shall not be dismissed within thirty (30) days of their initiation, or # any representation or warranty made herein proves to be untrue in any material respect as of the date of making or deemed making thereof.

Defaults and Events of Default. The occurrence of any of the following events shall constitute an “Event of Default”: # the Borrower fails to perform any other covenant, condition, or agreement set forth in this Agreement, or any other agreement by and between Borrower and Lender, and such failure continues unremedied for thirty (30) days after the Borrower’s receipt of written notice thereof from the Lender; # an Act of Insolvency (as defined below) occurs in relation to the Borrower; or # the Borrower becomes bankrupt or insolvent as defined in any bankruptcy or insolvency law applicable to it. As used in this

Defaults. The following are events of default under this Note (each, an “Event of Default”): (26) Borrower fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (27) Borrower fails to deliver any Lender Conversion Shares in accordance with the terms hereof; (28) Borrower fails to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; (29) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; (30) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (31) Borrower makes a general assignment for the benefit of creditors; (32) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (33) an involuntary bankruptcy proceeding is commenced or filed against Borrower; (34) Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document,

Events of Default. The occurrence of any of the following events shall constitute an “Event of Default” hereunder: # the Company shall fail to pay any installment of interest, principal or other sums due under this Note within ten (10) business days of when any such payment shall be due and payable; # the Company makes an assignment for the benefit of creditors; # any order or decree is rendered by a court which appoints or requires the appointment of a receiver, liquidator or trustee for the Company, and the order or decree is not vacated within sixty (60) days from the date of entry thereof; # any order or decree is rendered by a court adjudicating the Company insolvent, and the order or decree is not vacated within sixty (60) days from the date of entry thereof; # the Company files a petition in bankruptcy under the provisions of any bankruptcy law or any insolvency act; # the Company admits, in writing, its inability to pay its debts as they become due (provided, however, that receipt by the Company of an audit letter from its accountants questioning the viability of the Company as a going concern shall not, in and of itself, be construed as an admission by the Company of its inability to pay its debts as they become due); # a proceeding or petition in bankruptcy is filed against the Company and such proceeding or petition is not dismissed within ninety (90) days from the date it is filed; # the Company files a petition or answer seeking reorganization or arrangement under the bankruptcy laws or any law or statute of the United States or any other foreign country or state; or # the Company shall fail to perform, comply with or abide by any of the stipulations, agreements, conditions and/or covenants contained in this Note on the part of the Company to be performed complied with or abided by, and such failure is not cured within thirty (30) days after written notice of such failure is delivered by Holder to the Company.