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(iv)the failure to pay interest or principal on the Debenture in accordance with Section 2 hereunder; or
(v)
an assignment by Company for the benefit of its creditors or an admission in writing by the Company of its inability to
pay its debts as they become due.
9.
Cumulative Rights. No delay on the part of Payee in the exercise of any power or right under this Debenture shall operate as a waiver thereof, nor shall a single or partial exercise of any other power or right. Enforcement
by the Payee of any right or remedy for the payment hereof shall not constitute any election by the Payee of remedies so as to
preclude the exercise of any other remedy available to the Payee.
10.
Waivers. Except as otherwise set forth in this Debenture, the Company, for itself and its legal representatives,
successors and assigns, expressly waives presentment, protest, demand, notice of dishonor, notice of nonpayment, notice of maturity,
notice of protest, presentment for the purpose of accelerating maturity, and diligence in collection.
11.
Modifications in Writing. No waiver or modification of any of the terms or provisions of this Debenture shall be
valid or binding unless set forth in a writing signed by the Company and Payee, and then only to the extent therein specifically
set forth.
12.
Notices. All notices and other communications hereunder shall be in writing and shall be deemed received (a) on the
date of delivery if delivered personally and/or by messenger service, (b) on the date of confirmation of receipt of transmission
by facsimile (or, the first Business Day following such receipt if (i) the date is not a Business Day or (ii) confirmation of receipt
is given after 5:00 p.m., Pacific Time) or (c) on the date of confirmation of receipt if delivered by a nationally or internationally
recognized courier service (or, the first Business Day following such receipt if (i) the date is not a Business Day or (ii) confirmation
of receipt is given after 5:00 p.m., Pacific Time), to the parties at the addresses set forth in the Purchase Agreement (or at
such other address for a party as shall be specified by like notice).
13.
Entire Agreement; Severability. This Debenture, together with the Purchase Agreement, constitutes the full and entire
understanding, promise and agreement between the Company and Payee with respect to the subject matter hereof, and it supersedes,
merges and renders void every other prior written and/or oral understanding, promise or agreement between the Company and Payee.
If one or more provisions of this Debenture are held to be unenforceable under applicable law, such provision shall be excluded
from this Debenture, the balance of the Debenture shall be interpreted as if such provision were so excluded and shall be enforceable
in accordance with its terms, and the parties shall use good faith to negotiate a substitute, valid and enforceable provision that
replaces the excluded provision and that most nearly effects the parties’ intent in entering into this Debenture.
THIS DEBENTURE, TOGETHER
WITH THE PURCHASE AGREEMENT, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.
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