PRINCIPAL BALANCE OF THIS NOTE IN AN AMOUNT EQUAL TO TWO PERCENT (2%) PER MONTH,
AND ALL OUTSTANDING OBLIGATIONS UNDER THIS NOTE, THE PURCHASE AGREEMENT AND EACH
OTHER RELATED AGREEMENT, INCLUDING UNPAID INTEREST, SHALL CONTINUE TO ACCRUE
INTEREST AT SUCH ADDITIONAL INTEREST RATE FROM THE DATE OF SUCH EVENT OF DEFAULT
UNTIL THE DATE SUCH EVENT OF DEFAULT IS CURED OR WAIVED.
DEFAULT PAYMENT.
FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT, THE AGENT MAY DEMAND REPAYMENT IN FULL OF ALL OBLIGATIONS AND
LIABILITIES OWING BY THE COMPANY TO THE HOLDER UNDER THIS NOTE, THE PURCHASE
AGREEMENT AND/OR ANY OTHER RELATED AGREEMENT AND/OR MAY ELECT, IN ADDITION TO
ALL RIGHTS AND REMEDIES OF THE AGENT UNDER THE PURCHASE AGREEMENT AND THE OTHER
RELATED AGREEMENTS AND ALL OBLIGATIONS AND LIABILITIES OF THE COMPANY UNDER THE
PURCHASE AGREEMENT AND THE OTHER RELATED AGREEMENTS, TO REQUIRE THE COMPANY TO
MAKE A DEFAULT PAYMENT ("DEFAULT PAYMENT").
THE DEFAULT PAYMENT SHALL BE ONE
HUNDRED THIRTY PERCENT (130%) OF THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE,
PLUS ACCRUED BUT UNPAID INTEREST, ALL OTHER FEES THEN REMAINING UNPAID, AND ALL
OTHER AMOUNTS PAYABLE HEREUNDER.
THE
4
DEFAULT PAYMENT SHALL BE APPLIED FIRST TO ANY FEES DUE AND PAYABLE TO THE HOLDER
PURSUANT TO THIS NOTE, THE PURCHASE AGREEMENT, AND/OR OTHER RELATED AGREEMENTS,
THEN TO ACCRUED AND UNPAID INTEREST DUE ON THIS NOTE AND THEN TO THE OUTSTANDING
PRINCIPAL BALANCE ON THIS NOTE.
THE DEFAULT PAYMENT SHALL BE DUE AND PAYABLE
IMMEDIATELY ON THE DATE THAT THE AGENT HAS DEMANDED PAYMENT OF THE DEFAULT
PAYMENT PURSUANT TO THIS SECTION 2.3.
MISCELLANEOUS
CUMULATIVE REMEDIES.
THE REMEDIES UNDER THIS NOTE SHALL BE CUMULATIVE.
FAILURE OR INDULGENCE NOT WAIVER.
NO FAILURE OR DELAY ON THE PART OF THE HOLDER
HEREOF IN THE EXERCISE OF ANY POWER, RIGHT OR PRIVILEGE HEREUNDER SHALL OPERATE
AS A WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH POWER,
RIGHT OR PRIVILEGE PRECLUDE OTHER OR FURTHER EXERCISE THEREOF OR OF ANY OTHER
RIGHT, POWER OR PRIVILEGE.
ALL RIGHTS AND REMEDIES EXISTING HEREUNDER ARE
CUMULATIVE TO, AND NOT EXCLUSIVE OF, ANY RIGHTS OR REMEDIES OTHERWISE AVAILABLE.
NOTICES.
ANY NOTICE HEREIN REQUIRED OR PERMITTED TO BE GIVEN SHALL BE GIVEN IN
WRITING IN ACCORDANCE WITH THE TERMS OF THE PURCHASE AGREEMENT.
AMENDMENT PROVISION.
THE TERM "NOTE" AND ALL REFERENCES THERETO, AS USED
THROUGHOUT THIS INSTRUMENT, SHALL MEAN THIS INSTRUMENT AS ORIGINALLY EXECUTED,
OR IF LATER AMENDED OR SUPPLEMENTED, THEN AS SO AMENDED OR SUPPLEMENTED, AND ANY
SUCCESSOR INSTRUMENT AS SUCH SUCCESSOR INSTRUMENT MAY BE AMENDED OR
SUPPLEMENTED.
ASSIGNABILITY.
THIS NOTE SHALL BE BINDING UPON THE COMPANY AND ITS SUCCESSORS
AND ASSIGNS, AND SHALL INURE TO THE BENEFIT OF THE HOLDER AND ITS SUCCESSORS AND
ASSIGNS, AND MAY BE ASSIGNED BY THE HOLDER IN ACCORDANCE WITH THE REQUIREMENTS
OF THE PURCHASE AGREEMENT.
THE COMPANY MAY NOT ASSIGN ANY OF ITS OBLIGATIONS
UNDER THIS NOTE WITHOUT THE PRIOR WRITTEN CONSENT OF THE HOLDER, ANY SUCH
PURPORTED ASSIGNMENT WITHOUT SUCH CONSENT BEING NULL