Common use of Change of Control Redemption Right Clause in Contracts

Change of Control Redemption Right. Promptly after the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile or electronic mail and overnight courier to the Holder (a “Change of Control Notice”). At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder's receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greatest of (x) 118% of the Conversion Amount being redeemed, (y) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Installment Conversion Price in effect during such period and (z) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per share of Common Stock to be paid to the holders of the shares of Common Stock upon consummation of such Change of Control (any such non-cash consideration constituting publicly-traded securities shall be valued at the highest of the Closing Sale Price of such securities as of the Trading Day immediately prior to the consummation of such Change of Control, the Closing Sale Price of such securities on the Trading Day immediately following the public announcement of such proposed Change of Control and the Closing Sale Price of such securities on the Trading Day immediately prior to the public announcement of such proposed Change of Control) divided by (II) the lowest Installment Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any Late Charges thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) (together with any Late Charges thereon) may be converted, in whole or in part, by the Holder into Common Stock (or, if after the date of consummation of such Change of Control, into the applicable Change of Control Consideration) pursuant to Section 3. In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted in reverse order starting from the final Installment Amount to be paid hereunder on the final Installment Date, unless the Holder otherwise indicates and allocates among any Installment Dates hereunder in the applicable Change of Control Redemption Notice. The parties hereto agree that in the event of the Company's redemption of any portion of the Note under this Section 5(b), the Holder's damages would be uncertain and difficult to estimate because of the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Change of Control redemption premium due under this Section 5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penalty.

Change of Control Redemption Right. Promptly after So long as Holders (and their transferees) continue to hold in the aggregate at least 25% of the aggregate number of Preferred Shares purchased on the Initial Issuance Date (such Holders, the “Eligible Holders”), no sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile or electronic mail and overnight courier to the Holder Eligible Holders (a “Change of Control Notice”). At any time during the period beginning on (the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a “Change of Control and (zPeriod”) the beginning after a Holder's ’s receipt of a Change of Control Notice and ending twenty-five on the date that is twenty (2520) Trading Days after the date of the consummation of such Change of Control, the such Eligible Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note such Holder’s Preferred Shares by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note Any Preferred Shares subject to redemption pursuant to this Section 5(b) 8 shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greatest greater of (i) the product (x) 118% the sum of the Conversion Amount being redeemed, redeemed together with any accrued but unpaid Dividends per Preferred Share and (y) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (IA) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Installment Conversion Price in effect during such period and (z) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per share of Common Stock to be paid to the holders of the shares of Common Stock upon consummation of such Change of Control (any such non-cash consideration constituting publicly-traded securities shall be valued at the highest of the Closing Sale Price of such securities as of the Trading Day immediately prior to the consummation of such Change of Control, the Closing Sale Price of such securities on the Trading Day immediately following the public announcement of such proposed Change of Control and the Closing Sale Price of such securities on the Trading Day immediately prior to the public announcement of such proposed Change of Control) divided by (IIB) the lowest Installment Conversion Price in effect during such period and (ii) 115% of the sum of the Conversion Amount being redeemed together with any accrued but unpaid Dividends per Preferred Share (the “Change of Control Redemption Price”). Redemptions required by this Section 5 The Company shall be made in accordance payment of the Change of Control Redemption Price concurrently with the provisions consummation of Section 11such Change of Control if such a Change of Control Redemption Notice is received prior to the consummation of such Change of Control and within five (5) Trading Days after the Company’s receipt of such notice otherwise (the “Change of Control Redemption Date”). To the extent redemptions required by this Section 5(b) 8 are deemed or determined by a court of competent jurisdiction to be prepayments of the Note Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d)8, until the Change of Control Redemption Price (together with any Late Charges interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) (together with any Late Charges thereon) 8 may be converted, in whole or in part, by the Holder into shares of Common Stock (orStock, if or in the event the Conversion Date is after the date of consummation of such the Change of Control, into shares or equity interests of the applicable Change of Control Consideration) Successor Entity substantially equivalent to the Company’s Common Stock pursuant to Section 3. In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted in reverse order starting from the final Installment Amount to be paid hereunder on the final Installment Date, unless the Holder otherwise indicates and allocates among any Installment Dates hereunder in the applicable Change of Control Redemption Notice2(c)(i). The parties hereto agree that in the event of the Company's ’s redemption of any portion of the Note under this Section 5(b)8, the Holder's ’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Change of Control redemption premium due under this Section 5(b) 8 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's ’s actual loss of its investment opportunity and not as a penalty. In the event that the Company does not pay the Change of Control Redemption Price on the Change of Control Redemption Date, then the Holder shall have the right to void the redemption pursuant to Section 3(e) with the term “Change of Control Redemption Price” being substituted for “Redemption Price” and “Change of Control Redemption Notice” being substituted for “Notice of Redemption at Option of Holder”. In the event of a partial redemption of Preferred Shares pursuant hereto, the Conversion Amount redeemed shall be deducted from the Installment Amounts relating to the applicable Installment Dates as set forth in the Change of Control Redemption Notice.

Change of Control Redemption Right. Promptly after Not less than ten (10) days prior to the public announcement consummation of such a Change of Control, the Company shall deliver written notice thereof via facsimile or electronic mail and overnight courier to the each Holder (a “Change of Control Notice”)) setting forth a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date if then known. At any time during the period beginning on the earlier earliest to occur of (x) the public announcement of any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the such Holder's ’s receipt of a Change of Control Notice Notice, and (z) the consummation of such transaction which results in a Change of Control, and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the such Holder may require the Company to redeem (a “Holder Change of Control Redemption”) ), to the fullest extent permitted by law and out of funds lawfully available therefor, all or any portion of this Note such Holder’s Series A Preferred Shares by delivering written notice thereof (a “Holder Change of Control Redemption Notice”) to the Company, which Holder Change of Control Redemption Notice shall indicate the Conversion Amount such Holder is electing to require the Company to redeem. Within ten (10) days before or after the applicable Change of Control, the Company may redeem (a “Company Change of Control Redemption” and, together with a Holder Change of Control Redemption, a “Change of Control Redemption”) all but not less than all of such Holder’s Series A Preferred Shares by delivering written notice (a “Company Change of Control Redemption Notice” and, together with a Holder Change of Control Redemption Notice, a “Change of Control Redemption Notice”) to the Holder, which Company Change of Control Redemption Notice shall indicate the Conversion Amount the Holder Company is electing to require redeem; provided, that a Company Change of Control Redemption shall only be permitted with respect to a Change of Control in which one hundred percent (100%) of the Equity Interests of the Company is purchased for cash and/or Cash Equivalents (as defined in the Notes). If the Company elects to redeemcause a Company Change of Control Redemption pursuant to this Section 7(a), then it must simultaneously take the same action with respect to all Series A Preferred Shares then outstanding. The portion of this Note Any Series A Preferred Shares subject to redemption pursuant to this Section 5(b7(a) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greatest sum of (A) the greater of (x) 118% of the Conversion Amount of the Series A Preferred Shares being redeemed, redeemed and (y) the product of (Ai) the Conversion Amount being redeemed and (Bii) the quotient determined by dividing (I) the greatest highest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the of such Change of Control Redemption NoticeControl, by (II) the lowest Installment Conversion Price in effect during such period period, in addition to any and (z) the product of (A) the Conversion Amount being redeemed multiplied by all other amounts due hereunder and (B) the quotient of (I) the aggregate cash consideration and the aggregate cash value of any nonMake-cash consideration per share of Common Stock to be paid to the holders of the shares of Common Stock upon consummation of such Change of Control (any such non-cash consideration constituting publicly-traded securities shall be valued at the highest of the Closing Sale Price of such securities as of the Trading Day immediately prior to the consummation of such Change of Control, the Closing Sale Price of such securities on the Trading Day immediately following the public announcement of such proposed Change of Control and the Closing Sale Price of such securities on the Trading Day immediately prior to the public announcement of such proposed Change of Control) divided by (II) the lowest Installment Conversion Price in effect during such period Whole Amount (the “Change of Control Redemption Price”). The Company shall deliver the Change of Control Redemption Price to each Holder concurrently with the consummation of such Change of Control if such a Change of Control Redemption Notice is received prior to the consummation of such Change of Control and within three (3) Business Days after the delivery to the Company of such notice otherwise (the “Change of Control Redemption Date”). Redemptions required by this Section 5 7(a) shall be made in accordance with the provisions of Section 1111 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b7(a) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note Series A Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d7(a), until the Change of Control Redemption Price (together with any Late Charges interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b7(a) (together with any Late Charges interest thereon) may be (i) converted, in whole or in part, by the a Holder into shares of Common Stock (orpursuant to Section 5, if or in the event the Conversion Date is after the date of consummation of such the Change of Control, into shares or equity interests of the applicable Change of Control Consideration) Successor Entity substantially equivalent to the Common Stock pursuant to Section 35 and/or (ii) exchanged, in whole or in part, by a Holder into Exchange Notes and Exchange Series B Warrants pursuant to Section 16. In All Series A Preferred Shares converted by a Holder after the event delivery of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted in reverse order starting from the final Installment Amount to be paid hereunder on the final Installment Date, unless the Holder otherwise indicates and allocates among any Installment Dates hereunder in the applicable Change of Control Redemption NoticeNotice pursuant to Section 5(c) or exchanged pursuant to Section 16 shall reduce the Series A Preferred Shares required to be redeemed on the related Change of Control Redemption Date. The parties hereto agree that in the event of the Company's ’s redemption of any portion of the Note Series A Preferred Shares under this Section 5(b7(a), the Holder's Holders’ damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the HolderHolders. Accordingly, any Change of Control redemption premium due under this Section 5(b7(a) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's Holders’ actual loss of its investment opportunity and not as a penalty.

Change of Control Redemption Right. Promptly after No sooner than twenty (20) Trading Days nor later than ten (10) Trading Days prior to the consummation of a Change of Control (the “Change of Control Date”), but not prior to the public announcement of such Change of Control, the Company Corporation shall deliver written notice thereof via facsimile or electronic mail and overnight courier to the each Holder (a “Change of Control Notice”). ) At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in after a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder's receipt of a Change of Control Notice or such Holder becoming aware of a Change of Control if a Change of Control Notice is not delivered to such Holder in accordance with the immediately preceding sentence (as applicable) and ending twenty-five on the later of twenty (2520) Trading Days after the date of the (A) consummation of such Change of ControlControl or (B) the date of receipt of such Change of Control Notice, the such Holder may require the Company Corporation to redeem all or any portion of such Holder's Series A Preferred Stock (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the CompanyCorporation, which Change of Control Redemption Notice shall indicate the Conversion Amount the number of shares of Series A Preferred Stock such Holder is electing to require have the Company to Corporation redeem. The portion Each share of this Note Series A Preferred Stock subject to redemption pursuant to this Section 5(b9(g) shall be redeemed by the Company Corporation in cash by wire transfer of immediately available funds at a price equal to the greatest greater of (xi) 118product of 115% of multiplied by the Conversion Amount being redeemed, Corporation’s Mandatory Redemption Price and (yii) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Installment prevailing Conversion Price in effect during such period and (z) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per share of Common Stock to be paid to the holders of the shares of Common Stock upon consummation of such Change of Control (any such non-cash consideration constituting publicly-traded securities shall be valued at the highest of the Closing Sale Price of such securities as of the Trading Day immediately prior to the consummation of such Change of Control, the Closing Sale Price of such securities on the Trading Day immediately following the public announcement of such proposed Change of Control and the Closing Sale Price of such securities on the Trading Day immediately prior to the public announcement of such proposed Change of Control) divided by (II) the lowest Installment Conversion Price in effect during such period plus all accrued but unpaid Dividends (the “Change of Control Redemption Price”). Redemptions required by this Section 5 9(g) shall be made have priority to payments to all other stockholders of the Corporation in accordance connection with the provisions such Change of Section 11Control. To the extent redemptions required by this Section 5(b9(g) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note Series A Preferred Stock by the CompanyCorporation, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 59(g), but subject to Section 3(d6(d), until the applicable Change of Control Redemption Price (together with any Late Charges late charges thereon) is paid in fullfull to the applicable Holder, the Conversion Amount Series A Preferred Stock submitted by such Holder for redemption under this Section 5(b) (together with any Late Charges thereon9(g) may be converted, in whole or in part, by the such Holder into Common Stock (or, if pursuant to Section 6 or in the event the Conversion Date is after the date of consummation of such Change of Control, into stock or equity interests of the applicable Change Successor Entity substantially equivalent to the Corporation’s shares of Control Consideration) Common Stock pursuant to Section 37. In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted in reverse order starting from the final Installment Amount to be paid hereunder on the final Installment Date, unless the Holder otherwise indicates and allocates among any Installment Dates hereunder in the applicable Change of Control Redemption Notice. The parties hereto agree that in the event of the Company's Corporation’s redemption of any portion of the Note Series A Preferred Stock under this Section 5(b9(g), the Holdersuch Xxxxxx's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the a Holder. Accordingly, any Change of Control redemption premium due under this Section 5(b9(g) is intended by the parties to be, and shall be deemed, a reasonable estimate of the such Holder's actual loss of its investment opportunity and not as a penalty.as

Change of Control Redemption Right. Promptly after No sooner than twenty (20) Trading Days nor later than ten (10) Trading Days prior to the consummation of a Change of Control (the “Change of Control Date”), but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile or electronic mail and overnight courier (next day delivery selected) to the each Holder (a “Change of Control Notice”). At any time during the period beginning on the earlier to occur after a Holder’s receipt of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Control Notice or such Holder becoming aware of a Change of Control and (z) the Holder's receipt of if a Change of Control Notice is not delivered to such Holder in accordance with the immediately preceding sentence (as applicable) and ending twenty-five on the later of twenty (2520) Trading Days after the date of the (A) consummation of such Change of ControlControl or (B) the date of receipt of such Change of Control Notice, the such Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note such Holder’s Preferred Shares by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the number of Preferred Shares such Holder is electing to require have the Company to redeem. The portion of this Note Each Preferred Share subject to redemption pursuant to this Section 5(b6(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greatest of (i) the product of (x) 118% of the Redemption Premium multiplied by (y) the Conversion Amount being redeemed, (yii) the product of (Ax) the Conversion Amount being redeemed and multiplied by (By) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x1) the consummation of the applicable Change of Control and (y2) the public announcement of such Change of Control and ending on the date the such Holder delivers the Change of Control Redemption Notice, Notice by (II) the lowest Installment Conversion Price then in effect during such period and (ziii) the product of (Ax) the Conversion Amount being redeemed multiplied by (By) the quotient of (IA) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per share of Common Stock to be paid to the such holders of the shares of Common Stock upon consummation of such Change of Control (any such non-cash consideration constituting publicly-traded securities shall be valued at the highest of the Closing Sale Price of such securities as of the Trading Day immediately prior to the consummation of such Change of Control, the Closing Sale Price of such securities on the Trading Day immediately following the public announcement of such proposed Change of Control and the Closing Sale Price of such securities on the Trading Day immediately prior to the public announcement of such proposed Change of Control) divided by (IIB) the lowest Installment Conversion Price then in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 6(b) shall be made have priority to payments to all other stockholders of the Company in accordance connection with the provisions such Change of Section 11Control. To the extent redemptions required by this Section 5(b6(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 56(b), but subject to Section 3(d4(d), until the applicable Change of Control Redemption Price (together with any Late Charges thereon) is paid in fullfull to the applicable Holder, the Conversion Amount Preferred Shares submitted by such Holder for redemption under this Section 5(b) (together with any Late Charges thereon6(b) may be converted, in whole or in part, by the such Holder into Common Stock (or, if pursuant to Section 4 or in the event the Conversion Date is after the date of consummation of such Change of Control, into stock or equity interests of the applicable Change Successor Entity substantially equivalent to the Company’s shares of Control Consideration) Common Stock pursuant to Section 34. In the event of a partial redemption of this Note the Preferred Shares held by a Holder pursuant hereto, the Principal amount number of Preferred Shares of such Holder redeemed shall be deducted in reverse order starting from the final Installment Amount Amount(s) of such Holder relating to be paid hereunder on the final applicable Installment Date, unless the Holder otherwise indicates and allocates among any Installment Dates hereunder Date(s) as set forth in the applicable Change of Control Redemption Notice. The parties hereto agree that in In the event of the Company's ’s redemption of any portion of the Note Preferred Shares under this Section 5(b6(b), the such Holder's ’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the a Holder. Accordingly, any Change of Control redemption premium due under this Section 5(b6(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the such Holder's ’s actual loss of its investment opportunity and not as a penalty. The Company shall make payment of the applicable Change of Control Redemption Price concurrently with the consummation of such Change of Control if a Change of Control Redemption Notice is received prior to the consummation of such Change of Control and within two (2) Trading Days after the Company’s receipt of such notice otherwise (the “Change of Control Redemption Date”). Redemptions required by this Section 6 shall be made in accordance with the provisions of Section 12.

Change of Control Redemption Right. Promptly after No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile facsimile, email, or electronic mail and overnight courier to the Holder Holders (a “Change of Control Notice”); provided, that with respect to a Fundamental Transaction whereby the Company shall consolidate or merge with or into another Person whereby the Company is the surviving entity and in which holders of the Company’s voting power immediately prior to such consolidation or merger continue after such consolidation or merger to hold publicly traded securities and, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members of the board of directors, or their equivalent if other than a corporation, of such entity or entities, then, notwithstanding the foregoing, the Change of Control Notice shall not be required to be delivered prior to the public announcement of such Change of Control. At any time during the period beginning on (the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a “Change of Control and (zPeriod”) the beginning after a Holder's ’s receipt of a Change of Control Notice and ending twenty-five on the date that is twenty (2520) Trading Days after the date of the consummation of such Change of Control, the such Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note such Holder’s shares of Series C Preferred Stock by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion Any shares of this Note Series C Preferred Stock subject to redemption pursuant to this Section 5(b) Paragraph 10 shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to 110% of the greatest greater of (a) the product of (x) 118% the sum of the Conversion Amount being redeemed, redeemed together with any accrued but unpaid Dividends per shares of the Series C Preferred Stock and (y) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (IA) the greatest greater of (1) the Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Installment Conversion Price in effect during such period and (z) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per share of Common Stock to be paid to the holders of the shares of Common Stock upon consummation of such Change of Control (any such non-cash consideration constituting publicly-traded securities shall be valued at the highest of the Closing Sale Price of such securities as of the Trading Day immediately prior to the consummation of such Change of Control, the Closing Sale Price of such securities on the Trading Day immediately following the public announcement of such proposed Change of Control and Control, (2) the Closing Sale Price of such securities on the Trading Day Common Stock immediately prior to the public announcement of such proposed Change of Control, and (3) divided the Closing Sale Price immediately prior to the consummation of such proposed Change of Control by (IIB) the lowest Installment Conversion Price in effect during such period and (b) the sum of the Conversion Amount being redeemed together with any accrued but unpaid Dividends per Preferred Share (the “Change of Control Redemption Price”). Redemptions required by this Section 5 The Company shall be made in accordance make payment of the Change of Control Redemption Price concurrently with the provisions consummation of Section 11such Change of Control if such a Change of Control Redemption Notice is received prior to the consummation of such Change of Control and within five (5) Trading Days after the Company’s receipt of such notice otherwise (the “Change of Control Redemption Date”). To the extent redemptions required by this Section 5(b) Paragraph 10 are deemed or determined by a court of competent jurisdiction to be prepayments of the Note shares of Series C Preferred Stock by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d)Paragraph 10, until the Change of Control Redemption Price (together with any Late Charges interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) (together with any Late Charges thereon) Paragraph 10 may be converted, in whole or in part, by the Holder into Common Stock (orStock, if or in the event the Conversion Date is after the date of consummation of such the Change of Control, into shares or equity interests of the applicable Change of Control Consideration) pursuant Successor Entity substantially equivalent to Section 3. In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted in reverse order starting from the final Installment Amount to be paid hereunder on the final Installment Date, unless the Holder otherwise indicates and allocates among any Installment Dates hereunder in the applicable Change of Control Redemption NoticeCompany’s Common Stock. The parties hereto agree that in the event of a Change of Control and the Company's ’s redemption of any portion of the Note Series C Preferred Stock under this Section 5(b)Paragraph 10 as a result thereof, the Holder's ’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Change of Control redemption premium due under this Section 5(b) Paragraph 10 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's ’s actual loss of its investment opportunity and not as a penalty. In the event that the Company does not pay the Change of Control Redemption Price on the Change of Control Redemption Date, then the Holder shall have the right to void the redemption using the same procedures set forth in Paragraph 4(e) but substituting the term “Change of Control Redemption Price” for “Redemption Price” and substituting the term “Change of Control Redemption Notice” for “Notice of Redemption at Option of Holder.”

Change of Control Redemption Right. Promptly after No sooner than twenty (20) Trading Days nor later than ten (10) Trading Days prior to the consummation of a Change of Control (the “Change of Control Date”), but not prior to the public announcement of such Change of Control, the Company Corporation shall deliver written notice thereof via facsimile or electronic mail and overnight courier to the each Holder (a “Change of Control Notice”). ) At any time during the period beginning on the earlier to occur after a Holder’s receipt of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Control Notice or such Holder becoming aware of a Change of Control and (z) the Holder's receipt of if a Change of Control Notice is not delivered to such Holder in accordance with the immediately preceding sentence (as applicable) and ending twenty-five on the later of twenty (2520) Trading Days after the date of the (A) consummation of such Change of ControlControl or (B) the date of receipt of such Change of Control Notice, the such Holder may require the Company Corporation to redeem all or any portion of such Holder’s Series B Preferred Stock (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the CompanyCorporation, which Change of Control Redemption Notice shall indicate the Conversion Amount the number of shares of Series B Preferred Stock such Holder is electing to require have the Company to Corporation redeem. The portion Each share of this Note Series B Preferred Stock subject to redemption pursuant to this Section 5(b9(g) shall be redeemed by the Company Corporation in cash by wire transfer of immediately available funds at a price equal to the greatest greater of (xi) 118product of 115% of multiplied by the Conversion Amount being redeemed, Corporation’s Mandatory Redemption Price and (yii) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Installment prevailing Conversion Price in effect during such period and (z) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per share of Common Stock to be paid to the holders of the shares of Common Stock upon consummation of such Change of Control (any such non-cash consideration constituting publicly-traded securities shall be valued at the highest of the Closing Sale Price of such securities as of the Trading Day immediately prior to the consummation of such Change of Control, the Closing Sale Price of such securities on the Trading Day immediately following the public announcement of such proposed Change of Control and the Closing Sale Price of such securities on the Trading Day immediately prior to the public announcement of such proposed Change of Control) divided by (II) the lowest Installment Conversion Price in effect during such period plus all accrued but unpaid Dividends (the “Change of Control Redemption Price”). Redemptions required by this Section 5 9(g) shall be made have priority to payments to all other stockholders of the Corporation in accordance connection with the provisions such Change of Section 11Control. To the extent redemptions required by this Section 5(b9(g) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note Series B Preferred Stock by the CompanyCorporation, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 59(g), but subject to Section 3(d6(d), until the applicable Change of Control Redemption Price (together with any Late Charges late charges thereon) is paid in fullfull to the applicable Holder, the Conversion Amount Series B Preferred Stock submitted by such Holder for redemption under this Section 5(b) (together with any Late Charges thereon9(g) may be converted, in whole or in part, by the such Holder into Common Stock (or, if pursuant to Section 6 or in the event the Conversion Date is after the date of consummation of such Change of Control, into stock or equity interests of the applicable Change Successor Entity substantially equivalent to the Corporation’s shares of Control Consideration) Common Stock pursuant to Section 37. In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted in reverse order starting from the final Installment Amount to be paid hereunder on the final Installment Date, unless the Holder otherwise indicates and allocates among any Installment Dates hereunder in the applicable Change of Control Redemption Notice. The parties hereto agree that in the event of the Company's Corporation’s redemption of any portion of the Note Series B Preferred Stock under this Section 5(b9(g), the Holder's such Xxxxxx’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the a Holder. Accordingly, any Change of Control redemption premium due under this Section 5(b9(g) is intended by the parties to be, and shall be deemed, a reasonable estimate of the such Holder's ’s actual loss of its investment opportunity and not as a penalty.. The Corporation shall make payment of the applicable Change of Control Redemption Price concurrently with the consummation of such Change of Control if a Change of Control Redemption Notice is received prior to the consummation of such Change of Control and within two (2) Trading Days after the Corporation’s receipt of such notice otherwise (the “Change of Control Redemption Date”) Redemptions required by this Section 9 shall be made in accordance with the provisions of Section 9(h). (h) If a Holder has submitted a Change of Control Redemption Notice in accordance with Section 9(g), the Corporation shall deliver the applicable Change of Control Redemption Price to such Holder in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (5) Business Days after the Corporation’s receipt of such notice otherwise. In the event that the Corporation does not pay the applicable Triggering Event Redemption Price or Change of Control Redemption Price to a Holder within the time period required for any reason (except if such payment is prohibited

Change of Control Redemption Right. Promptly after No sooner than twenty (20) Trading Days nor later than ten (10) Trading Days prior to the consummation of a Change of Control (the “Change of Control Date”), but not prior to the public announcement of such Change of Control, the Company Partnership shall deliver written notice thereof via facsimile or electronic mail and overnight courier to the each Series A Preferred Holder (a “Change of Control Notice”). At any time during the period beginning on the earlier to occur after a Holder’s receipt of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Control Notice or such Holder becoming aware of a Change of Control and (z) the Holder's receipt of if a Change of Control Notice is not delivered to such Holder in accordance with the immediately preceding sentence (as applicable) and ending twenty-five on the later of twenty (2520) Trading Days after the date of the (A) consummation of such Change of ControlControl or (B) the date of receipt of such Change of Control Notice, the such Holder may require the Company Partnership to redeem (a “Change of Control Redemption”) all or any portion of this Note such Holder’s Series A Preferred Units by delivering written notice thereof (“Change of Control Redemption Notice”) to the CompanyPartnership, which Change of Control Redemption Notice shall indicate the Conversion Amount the number of Series A Preferred Units such Holder is electing to require have the Company to Partnership redeem. The portion of this Note Each Series A Preferred Unit subject to redemption pursuant to this Section 5(b5.8(g)(ii) shall be redeemed by the Company Partnership in cash by wire transfer of immediately available funds at a price equal to the greatest of (xi) 118% the product of (w) the Change of Control Redemption Premium multiplied by (y) the Conversion Amount being redeemed, (ii) the product of (x) the Change of Control Redemption Premium multiplied by (y) the product of (A) the Conversion Amount being redeemed and multiplied by (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock Units during the period beginning on the date immediately preceding the earlier to occur of (x1) the consummation of the applicable Change of Control and (y2) the public announcement of such Change of Control and ending on the date the such Series A Preferred Holder delivers the Change of Control Redemption Notice, Notice by (II) the lowest Installment Conversion Price then in effect during such period and (iii) the product of (y) the Change of Control Redemption Premium multiplied by (z) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per share of Common Stock Unit to be paid to the such holders of the shares of Common Stock Units upon consummation of such Change of Control (any such non-cash consideration constituting publicly-traded securities shall be valued at the highest of the Closing Sale Price of such securities as of the Trading Day immediately prior to the consummation of such Change of Control, the Closing Sale Price of such securities on the Trading Day immediately following the public announcement of such proposed Change of Control and the Closing Sale Price of such securities on the Trading Day immediately prior to the public announcement of such proposed Change of Control) divided by (II) the lowest Installment Conversion Price then in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 5.8(g)(ii) shall be made have priority to payments to all other Unitholders of the Partnership in accordance connection with the provisions such Change of Section 11Control. To the extent redemptions required by this Section 5(b5.8(g)(ii) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note Series A Preferred Units by the CompanyPartnership, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 55.8(g)(ii), but subject to Section 3(d5.8(b)(iv), until the applicable Change of Control Redemption Price (together with any Late Charges thereon) is paid in fullfull to the applicable Series A Preferred Holder, the Conversion Amount Series A Preferred Units submitted by such Series A Preferred Holder for redemption under this Section 5(b) (together with any Late Charges thereon5.8(g)(ii) may be converted, in whole or in part, by the such Series A Preferred Holder into Common Stock (or, if Units pursuant to Section 5.8(b)(i) or in the event the Conversion Date is after the date of consummation of such Change of Control, into unit, stock or equity interests of the applicable Change of Control Consideration) Successor Entity substantially equivalent to the Partnership’s Common Units pursuant to Section 35.8(b)(i). In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted in reverse order starting from the final Installment Amount to be paid hereunder on the final Installment Date, unless the Holder otherwise indicates and allocates among any Installment Dates hereunder in the applicable Change of Control Redemption Notice. The parties hereto agree that in the event of the Company's Partnership’s redemption of any portion of the Note Series A Preferred Units under this Section 5(b5.8(g)(ii), the such Series A Preferred Holder's ’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the a Series A Preferred Holder. Accordingly, any Change of Control redemption premium due under this Section 5(b5.8(g)(ii) is intended by the parties to be, and shall be deemed, a reasonable estimate of the such Series A Preferred Holder's ’s actual loss of its investment opportunity and not as a penalty. The Partnership shall make payment of the applicable Change of Control Redemption Price concurrently with the consummation of such Change of Control if a Change of Control Redemption Notice is received prior to the consummation of such Change of Control and within two (2) Trading Days after the Partnership’s receipt of such notice otherwise (the “Change of Control Redemption Date”).

Change of Control Redemption Right. Promptly after No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile or electronic mail and overnight courier to the Holder (a “Change of Control Notice”). At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) after the Holder's ’s receipt of a Change of Control Notice and ending twenty-five ten (2510) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeembe redeemed. The portion of this Note subject to redemption pursuant to this Section 5(b) 5 shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greatest greater of (i) the product of the Change of Control Premium and the product of (x) 118% the sum of the Conversion Amount being redeemed, (y) the product of (A) the Conversion Amount being redeemed and any accrued and unpaid Interest with respect to such Conversion Amount and accrued and unpaid Late Charges with respect to such Conversion Amount and Interest and (By) the quotient determined by dividing (IA) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Installment Conversion Price in effect during such period and (z) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per share of Common Stock to be paid to the holders of the shares of Common Stock upon consummation of such Change of Control (any such non-cash consideration constituting publicly-traded securities shall be valued at the highest of the Closing Sale Price of such securities as of the Trading Day immediately prior to the consummation of such Change of Control, the Closing Sale Price of such securities on the Trading Day immediately following the public announcement of such proposed Change of Control by (B) the Conversion Price and (ii) 150% of the Closing Sale Price sum of the Conversion Amount being redeemed and any accrued and unpaid Interest with respect to such securities on the Trading Day immediately prior Conversion Amount subject to the public announcement of such proposed Change of Control) divided by (II) the lowest Installment Control Redemption and accrued and unpaid Late Charges with respect to such Conversion Price in effect during such period Amount and Interest (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 1115 and shall have priority over payments to shareholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any Late Charges Interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) (together with any Late Charges thereon) may be converted, in whole or in part, by the Holder into shares of Common Stock (orStock, if or in the event the Conversion Date is after the date of consummation of such the Change of Control, into shares of publicly traded common stock (or their equivalent) of the applicable Change of Control Consideration) Successor Entity pursuant to Section 3. In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted in reverse order starting from the final Installment Amount to be paid hereunder on the final Installment Date, unless the Holder otherwise indicates and allocates among any Installment Dates hereunder in the applicable Change of Control Redemption Notice. The parties hereto agree that in the event of the Company's ’s redemption of any portion of the this Note under this Section 5(b), the Holder's ’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future Interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Change of Control redemption premium due under this Section 5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's ’s actual loss of its investment opportunity and not as a penalty.

Change of Control Redemption Right. Promptly after No sooner than fifteen (15) days nor ---------------------------------- later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile or electronic mail and overnight courier to the Holder Holders (a “"CHANGE OF CONTROL NOTICE"); provided, that with respect to a --------- Fundamental Transaction whereby the Company shall consolidate or merge with or into another Person whereby the Company is the surviving entity and in which holders of the Company's voting power immediately prior to such consolidation or merger continue after such consolidation or merger to hold publicly traded securities and, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities, then, notwithstanding the foregoing, the Change of Control Notice”)Notice shall not be required to be delivered prior to the public announcement of such Change of Control. At any time during the period (the "CHANGE OF CONTROL PERIOD") beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in after a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder's receipt of a Change of Control Notice and ending twenty-five on the date that is twenty (2520) Trading Days after the date of the consummation of such Change of Control, the such Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note such Holder's shares of Series D Preferred Stock by delivering written notice thereof (“Change of Control Redemption Notice”"CHANGE OF CONTROL REDEMPTION NOTICE") to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion Any shares of this Note Series D Preferred Stock subject to redemption pursuant to this Section 5(b) 9 shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to 110% of the greatest greater of (i) the product of (x) 118% the sum of the Conversion Amount being redeemed, redeemed together with any accrued but unpaid Dividends and Special Payments per Preferred Share and (y) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (A) the greater of (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Installment Conversion Price in effect during such period and (z) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per share of Common Stock to be paid to the holders of the shares of Common Stock upon consummation of such Change of Control (any such non-cash consideration constituting publicly-traded securities shall be valued at the highest of the Closing Sale Price of such securities as of the Trading Day immediately prior to the consummation of such Change of Control, the Closing Sale Price of such securities on the Trading Day Shares immediately following the public announcement of such proposed Change of Control and Control, (II) the Closing Sale Price of such securities on the Trading Day Common Shares immediately prior to the public announcement of such proposed Change of ControlControl and (III) divided the Closing Sale Price immediately prior to the consummation of such proposed Change of Control by (IIB) the lowest Installment Conversion Price in effect during such period and (ii) the sum of the Conversion Amount being redeemed together with any accrued but unpaid Dividends and Special Payments per Preferred Share (the “"CHANGE OF CONTROL REDEMPTION PRICE"). The Company shall make payment of the Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance Price concurrently with the provisions consummation of Section 11such Change of Control if such a Change of Control Redemption Notice is received prior to the consummation of such Change of Control and within five (5) Trading Days after the Company's receipt of such notice otherwise (the "CHANGE OF CONTROL REDEMPTION DATE"). To the extent redemptions required by this Section 5(b) 9 are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any Late Charges thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) (together with any Late Charges thereon) may be converted, in whole or in part, by the Holder into Common Stock (or, if after the date of consummation of such Change of Control, into the applicable Change of Control Consideration) pursuant to Section 3. In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted in reverse order starting from the final Installment Amount to be paid hereunder on the final Installment Date, unless the Holder otherwise indicates and allocates among any Installment Dates hereunder in the applicable Change of Control Redemption Notice. The parties hereto agree that in the event of the Company's redemption of any portion of the Note under this Section 5(b), the Holder's damages would be uncertain and difficult to estimate because of the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Change of Control redemption premium due under this Section 5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penalty.to

Change of Control Redemption Right. Promptly after (a) No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile or electronic mail and overnight courier to the Holder Holders (a “"Change of Control Notice”"). At In the event that the Successor Entity is not a publicly traded corporation whose common shares are quoted or listed for trading on an Eligible Market, at any time during the period beginning on (the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a "Change of Control and (zPeriod") the beginning after a Holder's receipt of a Change of Control Notice and ending twenty-five on the date that is twenty (2520) Trading Days after the date of the consummation of such Change of Control, the such Holder may require the Company to redeem prior to any payment on any Junior Shares (a “Change of Control Redemption”as defined below) all or any portion of this Note such Holder's Preferred Shares by delivering written notice thereof (“"Change of Control Redemption Notice”") to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note Any Preferred Shares subject to redemption pursuant to this Section 5(b) 8 shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to (the greatest "Change of Control Redemption Price") the greater of (x) 118% of the Conversion Amount being redeemed, (y) the product of (Ai) the Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Installment Conversion Price in effect during such period and (zii) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient of determined by dividing (I) the aggregate Change of Control Transaction Consideration (as defined below) by (II) the Conversion Price. In the event that any of the Change of Control Redemption Price is based on any Non-Cash Consideration (as defined below) (a "Non-Cash Change of Control"), then the Holder shall be entitled to indicate in its Change of Control Redemption Notice (the "Alternate Change of Control Redemption") that the Change of Control Redemption Price shall be equal to (i) cash consideration in an amount equal to 110% of the Conversion Amount being redeemed, (ii) in exchange for the surrender to the Company of the Change of Control Eligible Dividend Shares (as defined below), the Change of Control Dividend Share Payment (as defined below) (the cash payments under the foregoing clauses (i) and (ii) are referred to herein as the aggregate cash value "Alternate Change of any non-cash Control Cash Payment") and (iii) as to the Change of Control Balance Amount (as defined below), the same form of consideration per share of Common Stock to be as that paid to the holders upon consummation of the shares Change of Common Stock upon Control. The Company shall make payment of the Change of Control Redemption Price concurrently with the consummation of such Change of Control (any if such non-cash consideration constituting publicly-traded securities shall be valued at the highest a Change of the Closing Sale Price of such securities as of the Trading Day immediately Control Redemption Notice is received prior to the consummation of such Change of Control, Control and within five (5) Trading Days after the Closing Sale Price Company's receipt of such securities on the Trading Day immediately following the public announcement of such proposed Change of Control and the Closing Sale Price of such securities on the Trading Day immediately prior to the public announcement of such proposed Change of Control) divided by (II) the lowest Installment Conversion Price in effect during such period notice otherwise (the “"Change of Control Redemption Price”Date"). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 5(b) 8 are deemed or determined by a court of competent jurisdiction to be prepayments of the Note Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d)8, until the Change of Control Redemption Price (together with any Late Charges interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) (together with any Late Charges thereon8(a) may be converted, in whole or in part, by the Holder into Common Stock (orStock, if or in the event the Conversion Date is after the date of consummation of such the Change of Control, into shares or equity interests of the applicable Change of Control Consideration) Successor Entity substantially equivalent to the Company's Common Stock pursuant to Section 3. In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted in reverse order starting from the final Installment Amount to be paid hereunder on the final Installment Date, unless the Holder otherwise indicates and allocates among any Installment Dates hereunder in the applicable Change of Control Redemption Notice2(c)(i). The parties hereto agree that in the event of the Company's redemption of any portion of the Note Preferred Shares under this Section 5(b8(a), the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Change of Control redemption premium due under this Section 5(b8(a) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penalty.. In the event that the Company does not pay the Change of Control Redemption Price on the Change of Control Redemption Date, then the Holder shall have the right to void the redemption pursuant to Section 3(e) with the term "Change of Control Redemption Price" being substituted for "Redemption Price" and "Change of Control Redemption Notice" being substituted for "Notice of Redemption at Option of Holder". For purposes of this Section 8(a), the following terms shall have the following meanings: