2.7.3 on the third (3rd) trading day after shipment by a national or international express carrier with prepaid fees and delivery charges, each addressed to each of the other parties, to the following addresses (or to other addresses that this party may designate with ten (10) calendar days in advance, which will also be communicated to each of the other parties): The promissory note (or shareholder note) described above appears to have been developed with the aim of maintaining flexibility for the company issuing it. Potential sellers of shares, i.e. individual shareholders who might one day sell shares under the purchase and sale agreement, were apparently not present when the terms of the bond were documented. (d) Advance payment. The Borrower may repay this Obligation at any time in advance by sending a notice to the Lender (”Notice of Early Repayment”), provided however that if a notice of conversion has been submitted by the Lender, the Borrower will not be able to pay the amount in advance in the Notice of Conversion. In addition, upon confirmation by the lender that the initial payment in full of the Debenture has been received by the Lender and that all outstanding amounts under such Debenture have been paid in full within sixty (60) days of the date of issue, the Lender will return the shares of the second commitment to the borrower`s treasury subject to the terms of such Debenture. If the Borrower issues an Optional Prepayment Notice and fails to pay the applicable prepayment amount due to the Lender within three (3) business days of the Optional Prepayment Notice under this Section 1(d), the Borrower will forever lose its right to repay in advance any portion of the Debenture under this Section 1(d) and the Lender will no longer be required to: return the second commitment shares to the borrower. in all circumstances. Typical text describing a promissory note in a purchase and sale agreement could include wording similar to the following: A simplified analysis suggests that the fair market value of the promissory note is less than its face value of $800,000. Given the Company`s existing borrowing costs of 8% (6% premium plus 2%), it is reasonable to illustrate that an additional risk premium (over the Company`s existing borrowing costs) of 2% would be sufficient to compensate hypothetical investors who take the risks associated with the promissory note (resulting in a return of 6%).

This would indicate that the appropriate interest rate on the order loan is 10% (8% plus 2%). Under these assumptions, the fair market value of the promissory loan with a face value of $800,000 is $726 thousand, reflecting a 9.2% discount to face value. Taking into account the cash payment, the shareholder would receive consideration with a total value of $926,401.78, which is 7.4% less than the fair market value of the share sold. (viii) The Borrower is late or late in its submission requirements as a fully registered reporting issuer with the Securities & Exchange Commission; (iii) Conditions for future financing. While that obligation is in circulation, the borrower or one of its subsidiaries, when issuing a security right whose maturity of that security is more favourable to the creditor or whose maturity is in favour of the creditor of that security which has not been granted in the same way to the creditor in that obligation, shall inform the creditor of that additional or more favourable term and duration. at the choice of the lender, be part of the transaction documents with the lender. The types of terms contained in another security that may be more favourable to the lender of such security include, but are not limited to, conditions relating to conversion discounts, conversion review periods, interest rates, initial issue discounts, share sale price, private placement price per share and guarantee coverage. Financing when the borrower receives proceeds of one million dollars or more or is excluded from the terms of future financing. (a) Right of Conversion. Subject to the provisions of Article 3(c), the Lender may, at any time or at any time, convert any part of the unpaid and unpaid conversion amount (as defined below) into fully paid and unvalued ordinary shares in accordance with Article 3(b) at the conversion price (as defined below). The number of common shares that may be issued upon conversion of a conversion amount in accordance with this Section 3(a) shall be equal to the ratio of dividing the conversion amount by the conversion price.

The borrower cannot issue a fraction of a common share as part of a conversion. If the issuance resulted in the issuance of a fraction of a common share, the borrower rounds that fraction of a common share to the nearest whole share. The Borrower shall pay all transfer fees, attorneys` fees, costs and all other fees or costs incurred or that may be charged in connection with the issuance of the Borrower`s common shares to the Lender arising out of or in connection with the conversion of such debenture. 2.12 Remedies. The Company acknowledges that any breach of its obligations under this Agreement will cause irreparable harm to the Buyer by affecting the intent and purpose of the transaction contemplated herein. Accordingly, the Company acknowledges that the remedy for breach of its obligations under this Agreement is inadequate and agrees that in the event of a breach or threat of breach by the Company of the provisions of this Agreement, Buyer shall have the right to do so in addition to any other remedy available under law or equity. and, in addition to the remedies to be applied herein, for any injunction or injunction that restricts, prevents or corrects any breach of this Agreement and, in particular, enforces the terms and conditions of this Agreement without the need to prove economic loss and without the need for any warranty or other warranty. 2.10 Survival. The Company`s representations and warranties and the agreements and understandings set forth in this Agreement shall survive the conclusion of this Agreement, without regard to any due diligence conducted by or on behalf of Buyer.

The Company agrees to indemnify and hold harmless Buyer and all of its officers, directors, employees, attorneys and agents from and against any loss or damage arising out of or in connection with any breach or alleged breach by the Company of its representations under this Agreement or any of its agreements and obligations under this Agreement; Warranties and agreements arising from this Agreement. including the continuation of the evolution of expenditure as soon as it is incurred. 2.14 Ownership Restriction. If, at any time after closing, the Purchaser will receive or receive common shares in exchange for the payment of interest or principal under the Debenture on the exercise of the Warrant, so that the Purchaser, together with other common shares held by the Purchaser or its affiliates, would hold or economically own a certain number of shares as a result of such a share or the receipt of additional common shares, exceeding 9.99% of the number of common shares outstanding on that date (the ”Maximum Percentage”), the Company is not required and may not issue to the Purchaser any common shares that would exceed the maximum percentage, but only until the maximum percentage is no longer exceeded by the receipt of common shares by the Buyer […].