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. An “Event of Default” is: # a default in payment of any amount due hereunder which default continues for more than 5 business days after the due date; # a default in the timely issuance of underlying shares upon and in accordance with terms hereof, which default continues for 3 Business Days after [[Organization B:Organization]] has failed to issue shares or deliver stock certificates within the 3rd day following the Conversion Date; # failure by [[Organization B:Organization]] for 3 days after notice has been received by [[Organization B:Organization]] to comply with any material provision of the Purchase Agreement; # a material breach by [[Organization B:Organization]] of its representations or warranties in the Exchange Agreement; # if [[Organization B:Organization]] is subject to any Bankruptcy Event; # any failure of [[Organization B:Organization]] to satisfy its “filing” obligations under the rules and guidelines issued by OTC Markets News Service, OTC Markets.com and their affiliates; # any failure of [[Organization B:Organization]] to provide the Holder with information related to the corporate structure including, but not limited to, the number of authorized and outstanding shares, public float, etc. within 1 day of request by Holder; # failure to have sufficient number of authorized but unissued shares of [[Organization B:Organization]]’s Common Stock available for any conversion; # failure of Company’s stock to maintain a bid price in its trading market which occurs for at least 3 consecutive Trading Days; # any delisting for any reason; # failure by Company to pay any of its Transfer Agent fees or to maintain a Transfer Agent of record; # any trading suspension imposed by the Securities and Exchange Commission under [Sections 12(j) or 12(k)])] of the 1934 Act; # any default after any cure period under, or acceleration prior to maturity of, any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by [[Organization B:Organization]] in excess of $100,000 or for money borrowed the repayment of which is guaranteed by [[Organization B:Organization]] in excess of $100,000, whether such indebtedness or guarantee now exists or shall be created hereafter; excluding any indebtedness to the IRS or # failure of [[Organization B:Organization]] to remain compliant with DTC, thus incurring a “chilled” status with DTC.

“Event of Default” means # any failure of the [[Organization A:Organization]] to make any payment of interest or principal hereunder in cash or by issuance of Interest Shares or Underlying Shares (as applicable) within two (2) Business Days of the date when due or # any other material breach of the terms hereof by the [[Organization A:Organization]] which failure remains uncured within five (5) Business Days of notice by the Investor to the [[Organization A:Organization]].