Common use of Company Optional Redemption Clause in Contracts

Company Optional Redemption. If (i) at any time after the Issuance Date the arithmetic average of the Weighted Average Price of the Common Stock for any ten (10) consecutive Trading Days equals or exceeds 125% of the Conversion Price (subject to appropriate adjustments pursuant to Section 6) and (ii) the Resale Condition has been satisfied as of the Company Optional Redemption Notice Date (as defined below), then the Company shall have the right, at its option and sole discretion, and without penalty, to redeem all or any portion of the outstanding Principal under this Note (the “Company Optional Redemption Amount”) as designated in the Company Optional Redemption Notice (as defined below) (a “Company Optional Redemption”). The portion of this Note subject to redemption under this Section shall be redeemed by the Company in cash at a price equal to the sum of (i) 100% of the outstanding Principal being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the “Company Optional Redemption Price”). The Company may exercise its right to require redemption under this Section by delivering a written notice by facsimile or overnight courier to the Holder (the “Company Optional Redemption Notice,” and the date the Company sends such notice is referred to as the “Company Optional Redemption Notice Date”). Each Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writing. The Company Optional Redemption Notice shall state (x) the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), which date shall not be prior to March 31, 2016, and shall not be less than sixty (60) days following the Company Optional Redemption Notice Date, and (y) the aggregate outstanding Principal of this Note which the Company has elected to be subject to Company Optional Redemption from the Holder pursuant to this Section 3(c)(v) on the Company Optional Redemption Date. Notwithstanding anything to the contrary in this Section 3(c)(v), until the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holders into Conversion Shares pursuant to Section 3. If the Holder so elects, any or all of the Principal converted by the Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this Section 3(c)(v) shall be made in accordance with Section 9.

Company Optional Redemption. If (i) at any time after the Issuance Date the arithmetic average Pursuant to Section 9 of the Weighted Average Price of Notes, the Common Stock for any ten (10) consecutive Trading Days equals or exceeds 125% Company hereby elects to redeem $430,620.82, of the Conversion Price (subject to appropriate adjustments pursuant to Section 6) and (ii) Amount of the Resale Condition has been satisfied Holder's Note outstanding as of the Company Optional Redemption Notice Date date hereof (as defined below), then the Company shall have the right, at its option and sole discretion, and without penalty, to redeem all or any such portion of the outstanding Principal under this Note (being redeemed, the “Company Optional Redemption AmountNote”) as designated in on the Company Optional Redemption Notice first (as defined below1st) (a “Company Optional Redemption”)Business Day following the date hereof. The portion of this Parties hereby agree that the Redemption Note subject will be redeemed pursuant to redemption under this Section shall be redeemed by the Company in cash 1 at a price equal to the sum of (i) 100% Conversion Amount of the outstanding Principal Redemption Note being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the “"Alternate Company Optional Redemption Price”). The Company may exercise its right ") (rather than at a price equal to require redemption under this Section by delivering a written notice by facsimile or overnight courier to the Holder (the “Company Optional Redemption Notice,” and the date the Company sends such notice is referred to as the “Company Optional Redemption Notice Date”). Each Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writing. The Company Optional Redemption Notice shall state (x) the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”Price), which date shall not be prior to March 31reducing the outstanding Conversion Amount of the Holder's Redemption Note on a dollar for dollar basis and, 2016, and shall not be less than sixty (60) days following solely in connection with the Company Optional Redemption Notice Date, and (y) the aggregate outstanding Principal of this Note which the Company has elected to be subject to Company Optional Redemption from the Holder pursuant to this Section 3(c)(v) on the Company Optional Redemption Date. Notwithstanding anything to the contrary described in this Section 3(c)(v)1, until the Holder hereby irrevocably waives any right to receive any portion of the Company Optional Redemption Price is paid, in full, excess of the Alternate Company Optional Redemption Price. Solely in connection with the Company Optional Redemption Amount may be converteddescribed in this Section 1, in whole or in partthe Holder hereby (i) waives any Equity Conditions Failure, by the Holders into Conversion Shares and (ii) waives any notice required pursuant to Section 3. If 9 of the Redemption Note and (iii) authorizes the Company to use amounts held in the Holder’s Holder Master Restricted Account to pay such Alternate Company Optional Redemption Price by instructing the Control Account Bank to release a cash amount equal to the Alternate Company Optional Redemption Price from the Holder's Holder Master Restricted Account and to transfer such amount by wire transfer of immediately available funds to the Holder so elects, any or all of pursuant to the Principal converted wire instructions delivered to the Company in writing by the Holder after prior to the Company Optional Redemption Notice Date shall reduce in satisfaction of the Company’s obligation to pay the Alternate Company Optional Redemption Price to the Holder. For the avoidance of doubt, immediately following the consummation of the Company Optional Redemption contemplated in this Section 1 (x) the remaining Conversion Amount of this the Holder's Note required to be redeemed on shall equal $806,026.89 and (y), the Company Optional Redemption Date. Redemptions made pursuant to this Section 3(c)(v) Note shall be made deemed satisfied in accordance with Section 9full, including without limitation, all principal, interest, Late Charges and any other amounts payable thereunder, shall be null and void and shall no longer be outstanding.

Company Optional Redemption. If (i) at At any time or times after the [Original] Issuance Date the arithmetic average of the Weighted Average Price of the Common Stock for any ten (10) consecutive Trading Days equals or exceeds 125% of the Conversion Price (subject to appropriate adjustments pursuant to Section 6) and (ii) the Resale Condition has been satisfied as of the Company Optional Redemption Notice Date (as defined below)Date, then the Company shall have the rightright to redeem, at its option and sole discretionin whole or in part, and without penalty, to redeem all or any portion of the outstanding Principal Conversion Amount (as defined below) then remaining under this Note (the each, a “Company Optional Redemption Amount”) as designated in the on a Company Optional Redemption Notice Date (each as defined below) (each, a “Company Optional Redemption”). The portion of this Note subject to redemption under pursuant to this Section 2 shall be redeemed by the Company in cash at a price equal to the sum of (i) 100% of the outstanding Principal being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the “Company Optional Redemption Price”)) equal to 118% of the Conversion Amount being redeemed as of the Company Optional Redemption Date. The Company may exercise its right to require redemption under this Section 2 by delivering a written notice thereof by facsimile or and overnight courier to all, but not less than all, of the Holder holders of Notes (the each, a “Company Optional Redemption Notice,” and the date all of the Company sends holders of Notes received such notice is referred to as the “Company Optional Redemption Notice Date”). Each The Company may deliver only one Company Optional Redemption Notice hereunder in any twenty (20) Trading Day period and such Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writingirrevocable. The Company Optional Redemption Notice shall state (x) state the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), which date shall not be prior to March 31, 2016, and shall not be less than sixty five (605) days Trading Days nor more than ninety (90) Trading Days following the Company Optional Redemption Notice Date, and (y) state the aggregate outstanding Principal Conversion Amount of this Note the Notes which the Company has elected to be subject to is being redeemed in such Company Optional Redemption from the Holder and all of the other holders of the Notes pursuant to this Section 3(c)(v) 2 on the Company Optional Redemption Date. Notwithstanding anything herein to the contrary in this Section 3(c)(v)contrary, until at any time prior to the date the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holders Holder into Conversion Shares shares of Common Stock pursuant to Section 3. If the Holder so elects, any or all of the Principal All Conversion Amounts converted by the Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. 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 writing to the Company. Redemptions made pursuant to this Section 3(c)(v) 2 shall be made in accordance with Section 911. In the event of the Company’s redemption of any portion of this Note under this Section 2, 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 redemption premium due under this Section 2 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. If the Company elects to cause a Company Optional Redemption of this Note pursuant to Section 2, then it must simultaneously take the same action with respect to all of the Other Notes.

Company Optional Redemption. If (i) at any time after the first anniversary of the Issuance Date (the arithmetic average of “Company Redemption Eligibility Date”), no Equity Conditions Failure exists, the Weighted Average Price of Company shall have the Common Stock for any ten right to redeem all (10) consecutive Trading Days equals or exceeds 125% of the Conversion Price (subject to appropriate adjustments pursuant to Section 6) and (ii) the Resale Condition has been satisfied as of the except in accordance with a Company Optional Redemption Blocker Notice Date (as defined below)) or a portion, then the Company shall have the right, at its option and sole discretion, and without penalty, to redeem all or any portion of the outstanding Principal Conversion Amount then remaining under this Note (the “Company Optional Redemption Amount”) as designated in on the Company Optional Redemption Notice Date (each as defined below) (a “Company Optional Redemption”); provided that, notwithstanding the foregoing, if the Company Optional Redemption Amount for such Company Optional Redemption exceeds such portion of the Conversion Amount remaining under this Note that the Holder would be permitted to convert into Common Stock pursuant to Section 3 on the Company Optional Redemption Notice Date (as defined below) without violating Section 3(d) (the “Permitted Company Optional Redemption Amount”), the Holder, at its sole option, may deliver a written notice to the Company (a “Company Optional Redemption Blocker Notice”) stating that such Company Optional Redemption Amount set forth in the applicable Company Optional Redemption Notice (as defined below) exceeds the Permitted Company Optional Redemption Amount and, thereafter, the applicable Company Optional Redemption Amount shall be automatically reduced to the Permitted Company Optional Redemption Amount set forth in the applicable Company Optional Redemption Blocker Notice. The portion of this Note subject to redemption under pursuant to this Section 10 shall be redeemed by the Company in cash at a price equal to the sum of (i) 100% of the outstanding Principal being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the “Company Optional Redemption Price”)) equal to (i) 100% of the Principal amount being redeemed, plus (ii) a premium equal to 25% of the Principal amount being redeemed, plus (iii) all accrued and unpaid Interest with respect to such portion of the Principal amount and accrued and unpaid Late Charges with respect to such portion of such Principal and such Interest. The Company may exercise its right to require redemption under this Section 10 by delivering a an irrevocable written notice thereof by facsimile or and overnight courier to all, but not less than all, of the Holder holders of Notes (the “Company Optional Redemption Notice,” and the date all of the Company sends holders of Notes received such notice is referred to as the “Company Optional Redemption Notice Date”). Each The Company may deliver only one Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writingduring any thirty day period hereunder. The Company Optional Redemption Notice shall state (x) state the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), ) which date shall not be prior to March 31, 2016, and shall not be less than sixty twenty (6020) days nor more than thirty (30) days following the Company Optional Redemption Notice Date, and (y) certify that no Equity Conditions Failure exists as of the date of the Company Optional Redemption Notice, and (z) state the aggregate outstanding Principal Conversion Amount of this Note the Notes which the Company has elected to be subject to is being redeemed in such Company Optional Redemption from the Holder and all of the other holders of the Notes pursuant to this Section 3(c)(v10 (and analogous provisions under the Other Notes) on the Company Optional Redemption Date. Notwithstanding anything herein to the contrary in this Section 3(c)(v)contrary, until (i) if an Equity Conditions Failure occurs at any time prior to the Company Optional Redemption Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the applicable Equity Conditions Failure occurrence, as applicable, the Company Optional Redemption shall be cancelled and the applicable Company Optional Redemption Notice shall be null and void and (ii) at any time prior to the date the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holders into Conversion Common Shares pursuant to Section 3. If the Holder so elects, any or all of the Principal All Conversion Amounts converted by the Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this Section 3(c)(v) 10 shall be made in accordance with Section 911.

Company Optional Redemption. If (i) at any time after the Issuance Date the arithmetic average first anniversary of the Weighted Average Issuance Date, (i) the Closing Sale Price of the Common Stock listed on the Principal Market exceeds $9.70 (as adjusted for any ten stock splits, recapitalizations and similar events) for thirty (1030) consecutive Trading Days equals or exceeds 125% of (the Conversion Price (subject to appropriate adjustments pursuant to Section 6) “Company Optional Redemption Measuring Period”), and (ii) the Resale Condition has been satisfied as of the Company Optional Redemption Notice Date (as defined below)no Equity Conditions Failure then exists, then the Company shall have the right, at its option and sole discretion, and without penalty, right to redeem all all, or any portion portion, of the outstanding Principal Conversion Amount then remaining under this Note (the “Company Optional Redemption Amount”) as designated in on the Company Optional Redemption Notice Date (as defined below) (a “Company Optional Redemption”). The portion of this Note subject to redemption under pursuant to this Section 14 shall be redeemed by the Company in cash at a price equal to the sum of (i) 100% of the outstanding Principal being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the “Company Optional Redemption Price”)) equal to the sum of (x) 100% of such portion of the Principal of this Note then outstanding and subject to such Company Optional Redemption and (y) all accrued and unpaid Interest with respect to such portion of such Principal. The Company may exercise its right to require redemption under this Section 14 by delivering a an irrevocable written notice thereof by facsimile or and overnight courier to all, but not less than all, of the Holder holders of Notes (the “Company Optional Redemption Notice,” and the date all of the Company sends holders of Notes received such notice is referred to as the “Company Optional Redemption Notice Date”). Each The Company may deliver only one Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writingany ninety (90) day period. The Company Optional Redemption Notice shall state (x) state the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), ) which date shall not be prior to March 31, 2016, and shall not be less than sixty twenty (6020) calendar days nor more than thirty (30) Trading Days following the Company Optional Redemption Notice Date, and (y) certify that there has been no Equity Conditions Failure, and (z) state the aggregate outstanding Principal Conversion Amount of this Note the Notes which the Company has elected to be subject to is being redeemed in such Company Optional Redemption from the Holder and all of the other holders of the Notes pursuant to this Section 3(c)(v14 (and analogous provisions under the Other Notes) on the Company Optional Redemption Date. Notwithstanding anything herein to the contrary in this Section 3(c)(v)contrary, until (i) if an Equity Conditions Failure occurs at any time prior to the Company Optional Redemption Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the applicable Equity Conditions Failure, as applicable, the Company Optional Redemption shall be cancelled and the applicable Company Optional Redemption Notice shall be null and void and (ii) at any time prior to the date the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holders into Conversion Common Shares pursuant to Section 3. If the Holder so elects, any or all of the Principal All Conversion Amounts converted by the Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this Section 3(c)(v) 14 shall be made in accordance with Section 911.

Company Optional Redemption. If (i) at any time after the Issuance Date date hereof, (i) the arithmetic average of the Weighted Average Closing Bid Price of the Common Stock is equal to or greater than $1.75 per share (as adjusted for any ten stock splits, stock combinations and the like occurring from and after the Issuance Date) (10the “Trigger Price”) for a period of thirty (30) consecutive Trading Days equals or exceeds 125% following the applicable date of determination (the Conversion Price thirty (subject 30) consecutive Trading Days on which the condition in this clause (i) is satisfied are referred to appropriate adjustments pursuant to Section 6) and herein as the “Measuring Period”), (ii) no Equity Conditions Failure shall have occurred, and (iii) the Resale Condition has been satisfied aggregate dollar trading volume (as reported on Bloomberg) of the Company Optional Common Stock on the applicable Eligible Market for each Trading Day during the Measuring Period exceeds $225,000 per day (the foregoing conditions in clause (i) through (iii) above, collectively, the “Redemption Notice Date (as defined belowConditions”), then the Company shall have the right, at its option and sole discretion, and without penalty, right to redeem all or any purchase the entire then-remaining portion of this Warrant from the outstanding Principal under this Note (the “Company Optional Redemption Amount”) Holder as designated in the Company Optional Redemption Notice (as defined below) set forth below (a “Company Optional Redemption”). The portion of this Note subject to redemption under this Section shall be redeemed by the Company in cash at a price equal to the sum of (i) 100% of the outstanding Principal being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the “Company Optional Redemption Price”). The Company may exercise its right to require redemption purchase the entire then-remaining portion of this Warrant under this Section 17 by delivering (provided that all of the Redemption Conditions are then satisfied), on the first (1st) Trading Day immediately following the satisfaction of all the Redemption Conditions, a written notice thereof by facsimile or overnight courier via e-mail to the Holder (the “Company Optional Redemption Notice,” and the date the Company sends Holder receives such notice by facsimile is referred to as the “Company Optional Redemption Notice Date”). Each Company Optional The Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writingirrevocable. The Company Optional Redemption Notice shall (1) state (x) the date on which Trading Day selected for the Company Optional Redemption in accordance with this Section 17, which Trading Day shall occur be at least twenty (20) Trading Days but not more than sixty (60) Trading Days following the Redemption Notice Date (the “Company Optional Redemption Date”), which date (2) contain a certification from the Chief Executive Officer of the Company that there has been no Equity Conditions Failure and (3) contain a certification from the Chief Executive Officer of the Company that the Company has simultaneously taken the same action with respect to all of the Other Warrants that are then eligible to be purchased by the Company. On the Redemption Date, the Company shall not be prior pay $0.01 for this Warrant (the “Redemption Price”) to March 31the Holder on the Redemption Date by wire transfer of immediately available funds to an account specified by the Holder. Notwithstanding anything contained in this Section 17 to the contrary, 2016, and shall not be if (I) any shares of Common Stock trade for a price less than sixty (60) days following the Company Optional Trigger Price on any day Trading Day during the period commencing on the Redemption Notice Date and ending on the Trading Day immediately preceding the Redemption Date, and ; (yII) the aggregate outstanding Principal dollar trading volume (as reported on Bloomberg) of the Common Stock on the applicable Eligible Market on any day Trading Day during the period commencing on the Redemption Notice Date and ending on the Trading Day immediately preceding the Redemption Date is less than $225,000; or (III) an Equity Conditions Failure occurs on any day during the period commencing on the Redemption Notice Date and ending on the Redemption Date which has not been waived in writing by the Holder, then, in any case, the applicable Redemption Notice delivered to the Holder shall be null and void ab initio and the Company Redemption shall not occur. If the Company elects to cause a Company Redemption of the entire then-remaining portion of this Note which the Company has elected to be subject to Company Optional Redemption from the Holder Warrant pursuant to this Section 3(c)(v) on 17, then it must simultaneously take the Company Optional Redemption Date. Notwithstanding anything same action with respect to the contrary in this Section 3(c)(v), until the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holders into Conversion Shares pursuant to Section 3. If the Holder so elects, any or all of the Principal converted by Other Warrants that are then eligible to be purchased. Notwithstanding the foregoing, the Holder may exercise all or any portion of this Warrant at any time and from time to time after the Company Optional Redemption Notice Date until the Holder’s receipt of the Redemption Price from the Company and any such exercise of this Warrant shall not reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this Section 3(c)(v) shall be made in accordance with Section 9Price.

Company Optional Redemption. If (i) Notwithstanding anything set forth in the Existing Debt to the contrary, the Company and the Creditor hereby agree that the Existing Debt held by the Creditor may be prepaid, in whole or in part, at any time after the Issuance Date the arithmetic average of the Weighted Average Price of the Common Stock for any ten (10) consecutive Trading Days equals or exceeds 125% of the Conversion Price (subject a redemption price, in cash, equal to appropriate adjustments pursuant to Section 6) and (ii) the Resale Condition has been satisfied as of the Company Optional Redemption Notice Date (as defined below)Price, then at the option of the Company shall have the rightat any time, at its option and sole discretion, and without penalty, to redeem all or any portion of the outstanding Principal under this Note (the “Company Optional Redemption Amount”) as designated in the Company Optional Redemption Notice (as defined below) (a “Company Optional Redemption”). The portion of this Note subject to redemption under this Section shall be redeemed by the Company in cash at a price equal to the sum of (i) 100% of the outstanding Principal being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the “Company Optional Redemption Price”). The Company may exercise its right to require redemption under this Section by delivering a an irrevocable written notice thereof by facsimile or and overnight courier to the Holder Creditor (the “Company Optional Redemption Notice,” and the date the Company sends Holder receives such notice is referred to as the “Company Optional Redemption Notice Date”). Each The Company may deliver only one Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writingany ninety (90) day period. The Company Optional Redemption Notice shall state (x) state the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), ) which date shall not be prior to March 31, 2016, and shall not be less than sixty (60) calendar days nor more than ninety (90) calendar days following the Company Optional Redemption Notice Date, and (y) state the aggregate outstanding Principal of this Note Debt Amount which the Company has elected to be subject to is being redeemed in such Company Optional Redemption from the Holder pursuant to this Section 3(c)(v1(g) on the Company Optional Redemption Date. The Company shall deliver the applicable Company Optional Redemption Price to the Creditor in cash, in U.S. dollars and immediately available funds, on the applicable Company Optional Redemption Date. Notwithstanding anything herein to the contrary in this Section 3(c)(v)contrary, until at any time prior to the date the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be convertedexchanged, in whole or in part, by the Holders Creditor into Conversion Shares shares of Common Stock pursuant to Section 31. If the Holder so elects, any or all of the Principal converted All Debt Amounts exchanged by the Holder Creditor after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note the Existing Debt required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this Section 3(c)(v) shall be made in accordance with Section 9.

Company Optional Redemption. If (i) at At any time after the Issuance Date the arithmetic average of the Weighted Average Price of the Common Stock for any ten (10) consecutive Trading Days equals or exceeds 125% of the Conversion Price (subject to appropriate adjustments pursuant to Section 6) and (ii) the Resale Condition has been satisfied as of the Company Optional Redemption Notice Applicable Date (as defined belowin the Securities Purchase Agreement), then if no Equity Conditions Failure exists, the Company shall have the right, at its option and sole discretion, and without penalty, right to redeem all or any portion all, but not less than all, of the outstanding Principal Conversion Amount then remaining under this Note (the “Company Optional Redemption Amount”) as designated in on the Company Optional Redemption Notice Date (each as defined below) (a “Company Optional Redemption”). The portion of this Note subject to redemption under pursuant to this Section 9(a) shall be redeemed by the Company in cash at a price equal to the sum of (i) 100% of the outstanding Principal being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the “Company Optional Redemption Price”) equal to the greater of (i) the sum of (A) 125% of the portion of the Principal amount to be redeemed as of the Company Optional Redemption Date plus (B) accrued but unpaid Interest thereon (and Late Charges, if any, with respect to such Principal and Interest) and (ii) the sum of (A) the product of (1) the Conversion Rate with respect to the Principal amount being redeemed as of the Company Optional Redemption Date multiplied by (2) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date immediately preceding such Company Optional Redemption Notice Date and ending on the Trading Day immediately prior to the date the Company makes the entire payment required to be made under this Section 9(a), plus (B) accrued but unpaid Interest thereon (and Late Charges, if any, with respect to such Principal and Interest). The Company may exercise its right to require redemption under this Section 9(a) by delivering a written notice thereof by facsimile or electronic mail and overnight courier to all, but not less than all, of the Holder holders of Notes (the “Company Optional Redemption Notice,” and the date all of the Company sends holders of Notes received such notice is referred to as the “Company Optional Redemption Notice Date”). Each The Company may deliver only one Company Optional Redemption Notice hereunder and such Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writingirrevocable. The Company Optional Redemption Notice shall state (x) state the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), ) which date shall not be prior to March 31, 2016, and shall not be less than sixty ninety (6090) days Trading Days nor more than one hundred (100) Trading Days following the Company Optional Redemption Notice Date, and (y) certify that there has been no Equity Conditions Failure and (z) state the aggregate outstanding Principal Conversion Amount of this Note the Notes which the Company has elected to be subject to is being redeemed in such Company Optional Redemption from the Holder and all of the other holders of the Notes pursuant to this Section 3(c)(v9(a) (and analogous provisions under the Other Notes) on the Company Optional Redemption Date. Notwithstanding anything herein to the contrary in this Section 3(c)(v)contrary, until (i) if no Equity Conditions Failure has occurred as of the Company Optional Redemption Notice Date but an Equity Conditions Failure occurs at any time prior to the Company Optional Redemption Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the Equity Conditions Failure, the Company Optional Redemption shall be cancelled and the applicable Company Optional Redemption Notice shall be null and void and (ii) at any time prior to the date the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holders Holder into Conversion Shares shares of Common Stock pursuant to Section 3. If the Holder so elects, any or all of the Principal All Conversion Amounts converted by the Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this Section 3(c)(v9(a) shall be made in accordance with Section 12. In the event of the Company’s redemption of any portion of this Note under this Section 9, 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 redemption premium due under this Section 9 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. For the avoidance of doubt, the Company shall have no right to effect a Company Optional Redemption if any Event of Default has occurred and continuing, but any Event of Default shall have no effect upon the Holder’s right to convert this Note in its discretion.

Company Optional Redemption. If (i) at any time after the Issuance Date the arithmetic average of the Weighted Average Price of the Common Stock for any ten (10) consecutive Trading Days equals or exceeds 125% of the Conversion Price (subject to appropriate adjustments pursuant to Section 6) and (ii) the Resale Condition has been satisfied as of the Company Optional Redemption Notice Date (as defined below), then the The Company shall have the right, right at its option and sole discretion, and without penalty, any time to redeem all or any portion of the outstanding Principal under Outstanding Amount of this Bridge Note (the “Company Optional Redemption Amount”) as designated in the Company Optional Redemption Notice (as defined below) (a “Company Optional Redemption”). The portion of this Bridge Note subject to redemption under pursuant to this Section 8 shall be redeemed by the Company in cash at a price equal to the sum product of (i) 100% of the outstanding Principal being redeemed plus applicable Company Redemption Premium and (ii) any accrued and unpaid Interest on such outstanding Principal the Outstanding Amount of this Bridge Note being redeemed (the “Company Optional Redemption Price”). The Company may exercise its redemption right to require redemption under this Section 8 by delivering a written notice thereof by confirmed facsimile or and overnight courier to all, but not less than all, of the Holder holders of the Bridge Notes (the “Company Optional Redemption Notice,” and the date the Company sends such notice is delivered to all the holders is referred to as the “Company Optional Redemption Notice Date”). Each A Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writingirrevocable. The Each Company Optional Redemption Notice shall state (xA) the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), ) which date shall be not be prior to March 31, 2016, and shall not be less than sixty five (605) days following Business Days nor more than twenty (20) Business Days after the Company Optional Redemption Notice Date, and (yB) the aggregate outstanding Principal principal amount of this Note the Bridge Notes which the Company has elected to be subject to such Company Optional Redemption from all of the Holder holders of the Bridge Notes pursuant to this Section 3(c)(v8 (and analogous provisions under the Additional Bridge Notes) on the Company Optional Redemption Date. Notwithstanding anything to the contrary in this Section 3(c)(v), until Date and (C) the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may to be converted, in whole or in part, by the Holders into Conversion Shares pursuant paid to Section 3. If the Holder so elects, any or all of the Principal converted by the Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption DateDate specifying the Outstanding Amount of this Bridge Note being redeemed and the applicable Company Redemption Premium. Redemptions made pursuant to this Section 3(c)(v) 8 shall be made in accordance with Section 911. To the extent redemptions required by this Section 8(a) are deemed or determined by a court of competent jurisdiction to be prepayments of the Bridge Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company‘s redemption of any portion of the Bridge Note under this Section 8(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 redemption premium due under this Section 8(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.

Company Optional Redemption. If (i) at any time after the Issuance Date the arithmetic average of the Weighted Average Price of the Common Stock for any ten (10) consecutive Trading Days equals or exceeds 125105% of the Conversion Price (subject to appropriate adjustments pursuant to Section 6) and (ii) the Resale Condition has been satisfied as of the Company Optional Redemption Notice Date (as defined below), then the Company shall have the right, at its option and sole discretion, and without penalty, to redeem all or any portion of the outstanding Principal under this Note (the “Company Optional Redemption Amount”) as designated in the Company Optional Redemption Notice (as defined below) (a “Company Optional Redemption”). The portion of this Note subject to redemption under this Section shall be redeemed by the Company in cash at a price equal to the sum of (i) 100% of the outstanding Principal being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the “Company Optional Redemption Price”). The Company may exercise its right to require redemption under this Section by delivering a written notice by facsimile or overnight courier to the Holder (the “Company Optional Redemption Notice,” and the date the Company sends such notice is referred to as the “Company Optional Redemption Notice Date”). Each Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writing. The Company Optional Redemption Notice shall state (x) the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), which date shall not be prior to March 31, 2016, and shall not be less than sixty (60) days following the Company Optional Redemption Notice Date, and (y) the aggregate outstanding Principal of this Note which the Company has elected to be subject to Company Optional Redemption from the Holder pursuant to this Section 3(c)(v) on the Company Optional Redemption Date. Notwithstanding anything to the contrary in this Section 3(c)(v), until the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holders into Conversion Shares pursuant to Section 3. If the Holder so elects, any or all of the Principal converted by the Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this Section 3(c)(v) shall be made in accordance with Section 9.

Company Optional Redemption. If (i) at At any time after the Issuance Date the arithmetic average earlier of the Weighted Average Price of the Common Stock for any ten (10x) consecutive Trading Days equals or exceeds 125% of the Conversion Price (subject to appropriate adjustments pursuant to Section 6) March 31, 2017 and (iiy) the Resale Condition date at least an aggregate of $18 million has been satisfied as of released to the Company Optional Redemption Notice Date from Master Restricted Accounts (as defined below) (excluding the initial $3 million wired to a Controlled Account (as defined below) other than a Master Restricted Account (as defined below) on the Closing Date), so long as no Equity Conditions Failure then exists, the Company shall have the right, at its option and sole discretion, and without penalty, right to redeem all or all, but not less than all, of any portion of the outstanding Principal then remaining under this Note and all Other Notes (the “Company Optional Redemption Amount”) as designated in on the Company Optional Redemption Notice Date (each as defined below) (a “Company Optional Redemption”). The portion of this Note subject to redemption under pursuant to this Section 9(a) shall be redeemed by the Company in cash at a price equal to the sum of (i) 100% of the outstanding Principal being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the “Company Optional Redemption Price”) equal to 100% of the Principal being redeemed as of the Company Optional Redemption Date (as defined below), which shall be redeemed from a combination of amounts held in the Master Restricted Account No. [ ] and amounts held in other Company accounts. The Company may exercise its right to require redemption under this Section 9(a) by delivering a written notice thereof by facsimile or electronic mail and overnight courier to all, but not less than all, of the Holder holders of Notes (the “Company Optional Redemption Notice,” and the date all of the Company sends holders of Notes received such notice is referred to as the “Company Optional Redemption Notice Date”). Each The Company may deliver only one Company Optional Redemption Notice hereunder and such Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writingirrevocable. The Company Optional Redemption Notice shall state (x) state the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), ) which date shall not be prior to March 31, 2016, and shall not be less than sixty twenty (6020) days Trading Days nor more than thirty (30) Trading Days following the Company Optional Redemption Notice Date, and (y) certify that there has been no Equity Conditions Failure and (z) state the aggregate outstanding Principal of this Note the Notes which the Company has elected to be subject to is being redeemed in such Company Optional Redemption from the Holder and all of the other holders of the Notes pursuant to this Section 3(c)(v9(a) (and analogous provisions under the Other Notes) on the Company Optional Redemption Date. Notwithstanding anything herein to the contrary contrary, (i) if no Equity Conditions Failure has occurred as of the Company Optional Redemption Notice Date but an Equity Conditions Failure occurs at any time prior to the Company Optional Redemption Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the Equity Conditions Failure, the Company Optional Redemption shall be cancelled and the applicable Company Optional Redemption Notice shall be null and void and shall not limit the Company’s right to effectuate a Company Optional Redemption in accordance with this Section 3(c)(v), until 9 at such time as such Equity Conditions Failure has been remedied and (ii) at any time prior to the date the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be converted, in whole or in partpart and (including, without limitation, pursuant to any Accelerations), by the Holders Holder into Conversion Shares shares of Common Stock pursuant to Section 3the terms of this Note. If the Holder so elects, any or all of the All Principal converted by the Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this Section 3(c)(v9(a) shall be made in accordance with Section 912. For the avoidance of doubt, the Company shall have no right to effect a Company Optional Redemption if any Event of Default has occurred and continuing, but any Event of Default shall have no effect upon the Holder’s right to convert this Note in its discretion.

Company Optional Redemption. If (i) at At any time after the Issuance Date the arithmetic average later of the Weighted Average Price of the Common Stock for any ten (10) consecutive Trading Days equals or exceeds 125% of the Conversion Price (subject to appropriate adjustments pursuant to Section 6) and (iix) the Resale Condition has been satisfied as of the Company Optional Redemption Notice Applicable Date (as defined below)in the Securities Purchase Agreement) and (y) the date no Equity Conditions Failure exists, then the Company shall have the right, at its option and sole discretion, and without penalty, right to redeem all or any portion all, but not less than all, of the outstanding Principal Conversion Amount then remaining under this Note (the “Company Optional Redemption Amount”) as designated in on the Company Optional Redemption Notice Date (as defined below) (a “Company Optional Redemption”). The portion of this Note subject to redemption under pursuant to this Section 8(a) shall be redeemed by the Company in cash at a price equal to the sum of (i) 100% of the outstanding Principal being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the “Company Optional Redemption Price”) equal to 125% of the greater of (i) the Conversion Amount being redeemed as of the Company Optional Redemption Date and (ii) the product of (1) the Conversion Rate with respect to the Conversion Amount being redeemed as of the Company Optional Redemption Date multiplied by (2) the greatest Closing Sale Price of the Common Shares on any Trading Day during the period commencing on the date immediately preceding such Company Optional Redemption Notice Date and ending on the Trading Day immediately prior to the date the Company makes the entire payment required to be made under this Section 8(a). The Company may exercise its right to require redemption under this Section 8(a) by delivering a written notice thereof by facsimile or electronic mail and overnight courier to all, but not less than all, of the Holder holders of Notes (the “Company Optional Redemption Notice,” and the date all of the Company sends holders of Notes received such notice is referred to as the “Company Optional Redemption Notice Date”). Each The Company may deliver only one Company Optional Redemption Notice hereunder and such Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writingirrevocable. The Company Optional Redemption Notice shall state (x) state the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), ) which date shall not be prior to March 31, 2016, and shall not be less than sixty five (605) days Trading Days nor more than twenty (20) Trading Days following the Company Optional Redemption Notice Date, and (y) certify that there has been no Equity Conditions Failure and (z) state the aggregate outstanding Principal Conversion Amount of this Note the Notes which the Company has elected to be subject to is being redeemed in such Company Optional Redemption from the Holder and all of the other holders of the Notes pursuant to this Section 3(c)(v8(a) (and analogous provisions under the Other Notes) on the Company Optional Redemption Date. Notwithstanding anything herein to the contrary in this Section 3(c)(v)contrary, until (i) if no Equity Conditions Failure has occurred as of the Company Optional Redemption Notice Date but an Equity Conditions Failure occurs at any time prior to the Company Optional Redemption Date, (A) the Company shall provide the Holder a subsequent notice to that effect, and (B) unless the Holder waives the Equity Conditions Failure, the Company Optional Redemption shall be cancelled and the applicable Company Optional Redemption Notice shall be null and void, and (ii) at any time prior to the date the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holders Holder into Conversion Common Shares pursuant to Section 3. If the Holder so elects, any or all of the Principal All Conversion Amounts converted by the Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this Section 3(c)(v8(a) shall be made in accordance with Section 911. In the event of the Company’s redemption of any portion of this Note under this Section 8(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 redemption premium due under this Section 8(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. For the avoidance of doubt, the Company shall have no right to effect a Company Optional Redemption if any Event of Default has occurred and continuing, but any Event of Default shall have no effect upon the Holder’s right to convert this Note in its discretion.

Company Optional Redemption. If (i) at At any time after the Issuance Date the arithmetic average of the Weighted Average Price of the Common Stock for any ten (10) consecutive Trading Days equals or exceeds 125% of the Conversion Price (subject to appropriate adjustments pursuant to Section 6) and (ii) the Resale Condition has been satisfied as of the Company Optional Redemption Notice Date (as defined below)time, then the Company shall have the right, at its option and sole discretion, and without penalty, right to redeem all or any portion all, but not less than all, of the Preferred Shares then outstanding Principal under this Note (the “Company Optional Redemption Amount”) as designated in on the Company Optional Redemption Notice Date (each as defined below) (a “Company Optional Redemption”). The portion of this Note Preferred Shares subject to redemption under pursuant to this Section 9(a) shall be redeemed by the Company in cash at a price equal to the sum of (i) 100% of the outstanding Principal being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the “Company Optional Redemption Price”) equal to 115% of the greater of (i) the Conversion Amount being redeemed as of the Company Optional Redemption Date and (ii) the product of (1) the Conversion Rate with respect to the Conversion Amount being redeemed as of the Company Optional Redemption Date multiplied by (2) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date immediately preceding such Company Optional Redemption Notice Date and ending on the Trading Day immediately prior to the date the Company makes the entire payment required to be made under this Section 9(a). The Company may exercise its right to require redemption under this Section 9(a) by delivering a written notice thereof by facsimile or electronic mail and overnight courier to all, but not less than all, of the Holder Holders (the “Company Optional Redemption Notice,” and the date all of the Company sends Holders received such notice is referred to as the “Company Optional Redemption Notice Date”). Each The Company may deliver only one Company Optional Redemption Notice hereunder and such Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writingirrevocable. The Company Optional Redemption Notice shall state (x) state the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), ) which date shall not be prior to March 31, 2016, and shall not be less than sixty ten (6010) days Trading Days nor more than twenty (20) Trading Days following the Company Optional Redemption Notice Date, and (y) certify that there has been no Equity Conditions Failure and (z) state the aggregate outstanding Principal Conversion Amount of this Note the Preferred Shares which the Company has elected to be subject to is being redeemed in such Company Optional Redemption from such Holder and all of the Holder other Holders of the Preferred Shares pursuant to this Section 3(c)(v9(a) on the Company Optional Redemption Date. The Company shall deliver the applicable Company Optional Redemption Price to each Holder in cash on the applicable Company Optional Redemption Date. Notwithstanding anything herein to the contrary in this Section 3(c)(v)contrary, until at any time prior to the date the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holders any Holder into Conversion Shares shares of Common Stock pursuant to Section 34. If the Holder so elects, any or all of the Principal All Conversion Amounts converted by the a Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note the Preferred Shares of such Holder required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to In the event of the Company’s redemption of any of the Preferred Shares under this Section 3(c)(v) 9, a 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 such Holder. Accordingly, any redemption premium due under this Section 9 is intended by the parties to be, and shall be made deemed, a reasonable estimate of such Holder’s actual loss of its investment opportunity and not as a penalty. For the avoidance of doubt, the Company shall have no right to effect a Company Optional Redemption if any Triggering Event has occurred and continuing, but any Triggering Event shall have no effect upon any Holder’s right to convert Preferred Shares in accordance with Section 9its discretion.

Company Optional Redemption. If (i) Notwithstanding anything set forth in the Existing Debt to the contrary, the Company and the Creditor hereby agree that the Existing Debt held by the Creditor may be prepaid, in whole or in part, at any time after the Issuance Date the arithmetic average of the Weighted Average Price of the Common Stock for any ten (10) consecutive Trading Days equals or exceeds 125% of the Conversion Price (subject a redemption price, in cash, equal to appropriate adjustments pursuant to Section 6) and (ii) the Resale Condition has been satisfied as of the Company Optional Redemption Notice Date (as defined below)Price, then at the option of the Company shall have the rightat any time, at its option and sole discretion, and without penalty, to redeem all or any portion of the outstanding Principal under this Note (the “Company Optional Redemption Amount”) as designated in the Company Optional Redemption Notice (as defined below) (a “Company Optional Redemption”). The portion of this Note subject to redemption under this Section shall be redeemed by the Company in cash at a price equal to the sum of (i) 100% of the outstanding Principal being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the “Company Optional Redemption Price”). The Company may exercise its right to require redemption under this Section by delivering a an irrevocable written notice thereof by facsimile or and overnight courier to the Holder Creditor (the “Company Optional Redemption Notice,” and the date the Company sends Holder receives such notice is referred to as the “Company Optional Redemption Notice Date”). Each ; provided, that either (x) all Additional Debt shall have been acquired by the Creditor on or prior to such Company Optional Redemption Notice Date or (y) on or prior to the applicable Company Optional Redemption Date (as defined below), all Additional Debt then held by the Original Creditor shall be irrevocable unless revocation have been either paid in full by the Company is consented to or purchased by the Holder Creditor. The Company may deliver only one Company Optional Redemption Notice in writingany ninety (90) day period. The Company Optional Redemption Notice shall state (x) state the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), ) which date shall not be prior to March 31, 2016, and shall not be less than sixty (60) calendar days nor more than ninety (90) calendar days following the Company Optional Redemption Notice Date, and (y) state the aggregate outstanding Principal of this Note Debt Amount which the Company has elected to be subject to is being redeemed in such Company Optional Redemption from the Holder pursuant to this Section 3(c)(v1(g) on the Company Optional Redemption Date. Notwithstanding anything to The Company shall deliver the contrary in this Section 3(c)(v), until the applicable Company Optional Redemption Price is paidto the Creditor in cash, in fullU.S. dollars and immediately available funds, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holders into Conversion Shares pursuant to Section 3. If the Holder so elects, any or all of the Principal converted by the Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this Section 3(c)(v) shall be made in accordance with Section 9.applicable Company

Company Optional Redemption. If (i) at any time after the Issuance Date date hereof, (i) the arithmetic average of the Weighted Average Closing Bid Price of the Common Stock is equal to or greater than $1.75 per share (as adjusted for any ten stock splits, stock combinations and the like occurring from and after the Issuance Date) (10the “Trigger Price”) for a period of thirty (30) consecutive Trading Days equals or exceeds 125% following the applicable date of determination (the Conversion Price thirty (subject 30) consecutive Trading Days on which the condition in this clause (i) is satisfied are referred to appropriate adjustments pursuant to Section 6) and herein as the “Measuring Period”), (ii) no Equity Conditions Failure shall have occurred, and (iii) the Resale Condition has been satisfied aggregate dollar trading volume (as reported on Bloomberg) of the Company Optional Common Stock on the applicable Eligible Market for each Trading Day during the Measuring Period exceeds $225,000 per day (the foregoing conditions in clause (i) through (iii) above, collectively, the “Redemption Notice Date (as defined belowConditions”), then the Company shall have the right, at its option and sole discretion, and without penalty, right to redeem all or any purchase the entire then-remaining portion of this Warrant from the outstanding Principal under this Note (the “Company Optional Redemption Amount”) Holder as designated in the Company Optional Redemption Notice (as defined below) set forth below (a “Company Optional Redemption”). The portion of this Note subject to redemption under this Section shall be redeemed by the Company in cash at a price equal to the sum of (i) 100% of the outstanding Principal being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the “Company Optional Redemption Price”). The Company may exercise its right to require redemption purchase the entire then-remaining portion of this Warrant under this Section 17 by delivering (provided that all of the Redemption Conditions are then satisfied), on the first (1st) Trading Day immediately following the satisfaction of all the Redemption Conditions, a written notice thereof by facsimile or overnight courier via e-mail to the Holder (the “Company Optional Redemption Notice,” and the date the Company sends Holder receives such notice by facsimile is referred to as the “Company Optional Redemption Notice Date”). Each Company Optional The Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writingirrevocable. The Company Optional Redemption Notice shall (1) state (x) the date on which Trading Day selected for the Company Optional Redemption in accordance with this Section 17, which Trading Day shall occur be at least five (5) Trading Days but not more than sixty (60) Trading Days following the Redemption Notice Date (the “Company Optional Redemption Date”), which date (2) contain a certification from the Chief Executive Officer of the Company that there has been no Equity Conditions Failure and (3) contain a certification from the Chief Executive Officer of the Company that the Company has simultaneously taken the same action with respect to all of the Other Warrants that are then eligible to be purchased by the Company. On the Redemption Date, the Company shall not be prior pay $0.01 for this Warrant (the “Redemption Price”) to March 31the Holder on the Redemption Date by wire transfer of immediately available funds to an account specified by the Holder. Notwithstanding anything contained in this Section 17 to the contrary, 2016, and shall not be if (I) any shares of Common Stock trade for a price less than sixty (60) days following the Company Optional Trigger Price on any day Trading Day during the period commencing on the Redemption Notice Date and ending on the Trading Day immediately preceding the Redemption Date, and ; (yII) the aggregate outstanding Principal dollar trading volume (as reported on Bloomberg) of the Common Stock on the applicable Eligible Market on any day Trading Day during the period commencing on the Redemption Notice Date and ending on the Trading Day immediately preceding the Redemption Date is less than $225,000; or (III) an Equity Conditions Failure occurs on any day during the period commencing on the Redemption Notice Date and ending on the Redemption Date which has not been waived in writing by the Holder, then, in any case, the applicable Redemption Notice delivered to the Holder shall be null and void ab initio and the Company Redemption shall not occur. If the Company elects to cause a Company Redemption of the entire then-remaining portion of this Note which the Company has elected to be subject to Company Optional Redemption from the Holder Warrant pursuant to this Section 3(c)(v) on 17, then it must simultaneously take the Company Optional Redemption Date. Notwithstanding anything same action with respect to the contrary in this Section 3(c)(v), until the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holders into Conversion Shares pursuant to Section 3. If the Holder so elects, any or all of the Principal converted by Other Warrants that are then eligible to be purchased. Notwithstanding the foregoing, the Holder may exercise all or any portion of this Warrant at any time and from time to time after the Company Optional Redemption Notice Date until the Holder’s receipt of the Redemption Price from the Company and any such exercise of this Warrant shall not reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this Section 3(c)(v) shall be made in accordance with Section 9Price.

Company Optional Redemption. If (i) at At any time after the Issuance Date the arithmetic average of the Weighted Average Price of the Common Stock for any ten (10) consecutive Trading Days equals or exceeds 125% of the Conversion Price (subject to appropriate adjustments pursuant to Section 6) and (ii) the Resale Condition has been satisfied as of the Company Optional Redemption Notice Date (as defined below)Date, then the Company shall have the right, at its option and sole discretion, and without penalty, right to redeem all all, or any portion portion, of the outstanding Principal Outstanding Amount then remaining under this Note (the “Company Optional Redemption Amount”) as designated in on the Company Optional Redemption Notice Date (each as defined below) (a “Company Optional Redemption”). The portion of this Note subject to redemption under pursuant to this Section 5 shall be redeemed by the Company in cash at a price equal to the sum of (i) 100% of the outstanding Principal being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the “Company Optional Redemption Price”)) equal to 100% (or, if an Event of Default has occurred and is continuing, the Default Redemption Premium) of the Outstanding Amount being redeemed as of the Company Optional Redemption Date. The Company may exercise its right to require redemption under this Section 5 by delivering a written notice thereof by facsimile or electronic mail and overnight courier to all, but not less than all, of the Holder holders of Notes (the “Company Optional Redemption Notice,” and the date all of the Company sends holders of Notes received such notice is referred to as the “Company Optional Redemption Notice Date”). Each The Company may deliver only one Company Optional Redemption Notice hereunder in any ten (10) Business Day period and such Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writingirrevocable. The Company Optional Redemption Notice shall state (x) state the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), ) which date shall not be prior to March 31, 2016, and shall not be less than sixty two (602) days Business Days nor more than twenty (20) Business Days following the Company Optional Redemption Notice Date, and any (y) state the aggregate outstanding Principal Outstanding Amount of this Note the Notes which the Company has elected to be subject to is being redeemed in such Company Optional Redemption from the Holder and all of the other holders of the Notes pursuant to this Section 3(c)(v5 (and analogous provisions under the Other Notes) on the Company Optional Redemption Date. Notwithstanding anything to the contrary in this Section 3(c)(v), until the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holders into Conversion Shares pursuant to Section 3. If the Holder so elects, any or all of the Principal converted by the Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this Section 3(c)(v) 5 shall be made in accordance with Section 9. In the event of the Company’s redemption of any portion of this Note under this Section 5, 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 redemption premium due under this Section 5 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. For the avoidance of doubt, the Company shall have no right to effect a Company Optional Redemption if any Event of Default has occurred and continuing.

Company Optional Redemption. If In addition to the Company Quarterly Redemptions pursuant to Section 8(a), so long as there has been no Equity Conditions Failure, the Company may redeem up to fifty percent (i50%) at any time after the Issuance Date the arithmetic average of the Weighted Average Price of the Common Stock for any ten (10) consecutive Trading Days equals or exceeds 125% of the Conversion Price (subject to appropriate adjustments pursuant to Section 6) and (ii) the Resale Condition has been satisfied Amount that is outstanding hereunder as of the Company Optional Redemption Notice Date (as defined below), then the Company shall have the right, at its option and sole discretion, and without penalty, to redeem all or any portion applicable date of the outstanding Principal under this Note determination (the “"Company Optional Redemption Amount”" and together with a Company Quarterly Redemption Amount, a "Prepayment Amount") as designated in the Company Optional Redemption Notice on the Company Optional Redemption Date (each as defined below) (a “"Company Optional Redemption”" and together with a Company Quarterly Redemption, a "Prepayment"). The portion of this Note subject to redemption under pursuant to this Section 8(b) shall be redeemed by the Company in cash at a price equal to the sum of (i) 100% of the outstanding Principal Company Optional Redemption Amount being redeemed plus (iithe "Company Optional Redemption Price" and together with a Company Quarterly Redemption Price, a "Prepayment Price") and shall serve to first pay any accrued and unpaid Late Charges, then, to pay any accrued and unpaid Interest on such outstanding and then, to pay the Principal (the “Company Optional Redemption Price”)amount. The Company may exercise its right to require redemption under this Section by delivering effect only one (1) Company Optional Redemption. The Company shall deliver a written notice by facsimile or and overnight courier to all, but not less than all, of the Holder holders of Notes and Additional Notes (the “"Company Optional Redemption Notice,” " and the date all of the Company sends holders of the Notes received such notice is referred to as the “"Company Optional Redemption Notice Date”"). Each , which Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writing. The Company Optional Redemption Notice shall (i) state (xa) the date Trading Day on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”)occur, which date shall not be prior to March 31, 2016, and Trading Day shall not be less than sixty twenty (6020) days Trading Days following the Company Optional Redemption Notice Date (the "Company Optional Redemption Date" and together with a Company Quarterly Redemption Date, a "Prepayment Date") and (yb) the aggregate outstanding Principal Conversion Amount of this Note which the Company has elected to be Notes and Additional Notes subject to Company Optional Redemption from the Holder and all of the other holders of the Notes and Additional Notes pursuant to this Section 3(c)(v8(b) (and analogous provisions under the Other Notes and the Additional Notes) on the applicable Company Optional Redemption Date and (c) the respective portions of accrued and unpaid Late Charges, accrued and unpaid Interest and the Principal amount that is being redeemed and (ii) certify that there has been no Equity Conditions Failure as of the Company Optional Redemption Notice Date. On the applicable Company Optional Redemption Date the Company shall deliver or shall cause to be delivered to the Holder the Company Optional Redemption Price in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company. If the Company confirmed that there was no Equity Conditions Failure as of the applicable Company Optional Redemption Notice Date but an Equity Conditions Failure occurred between the applicable Company Optional Redemption Notice Date and any time through the applicable Company Optional Redemption Date (a "Company Optional Redemption Intervening Period"), the Company shall provide the Holder a subsequent notice to that effect. If the Equity Conditions are not satisfied (or waived in writing by the Holder) during such Company Optional Redemption Intervening Period, then the Company Optional Redemption shall be null and void with respect to all or any part designated by the Holder of the unconverted Company Optional Redemption Amount and, except as provided in Section 8(e), the Holder shall be entitled to all the rights of a holder of this Note with respect to such Company Optional Redemption Amount. If the Company Optional Redemption occurs after the Public Company Date, the Company shall, within one (1) Business Day of the Company Optional Redemption Notice Date, publicly disclose (as part of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or on a Current Report on Form 8-K or otherwise), that the Company elected to cause a Company Optional Redemption and that, pursuant to the terms of the Notes, the Company is required to redeem at the Company Optional Redemption Price the applicable portion of the Conversion Amount. A Company Optional Redemption made pursuant to this Section 8(b) shall be made in accordance with Section 11. Notwithstanding anything to the contrary in this Section 3(c)(v8(b), but subject to Section 3(d), until the Company Optional Redemption Price (together with any interest thereon) is paid, paid in full, the Company Optional Redemption Conversion Amount submitted for redemption under this Section 8(b) (together with any interest thereon) may be converted, in whole or in part, by the Holders Holder into Conversion Shares Common Stock pursuant to Section 3. If In the event that the Holder so elects, any or all of elects to convert the Principal converted by the Holder after Company Optional Conversion Amount prior to the Company Optional Redemption Notice Date Date, the Conversion Amount so converted shall reduce be deducted from the Company Optional Redemption Amount of this Note required to be redeemed paid hereunder on the Company Optional Redemption Date. Redemptions made pursuant to To the extent redemptions required by this Section 3(c)(v8(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be made in accordance with Section 9deemed to be voluntary prepayments.

Company Optional Redemption. If (i) at At any time after the Issuance Date the arithmetic average of the Weighted Average Price of the Common Stock for any ten (10) consecutive Trading Days equals or exceeds 125% of the Conversion Price (subject to appropriate adjustments pursuant to Section 6) and (ii) the Resale Condition has been satisfied as of the Company Optional Redemption Notice Date (as defined below), then the Company shall have the right, at its option and sole discretion, and without penalty, right to redeem all all, or any portion part, of the outstanding Principal Outstanding Amount then remaining under this Note (the each, a “Company Optional Redemption Amount”) as designated in on the Company Optional Redemption Notice Date (each as defined below) (each, a “Company Optional Redemption”). The portion of this Note subject to redemption under pursuant to this Section 8(a) shall be redeemed by the Company in cash at a price equal to the sum of (i) 100% of the outstanding Principal being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the each, a “Company Optional Redemption Price”) equal to 120% of the greater of (i) the Outstanding Amount being redeemed as of the Company Optional Redemption Date and (ii) the product of (1) the Conversion Rate with respect to the Outstanding Amount being redeemed as of the Company Optional Redemption Date multiplied by (2) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date immediately preceding such Company Optional Redemption Notice Date and ending on the Trading Day immediately prior to the date the Company makes the entire payment required to be made under this Section 8(a). The Company may exercise its right to require redemption under this Section 8(a) by delivering a written notice thereof by facsimile or electronic mail and overnight courier to all, but not less than all, of the Holder holders of Notes (the “Company Optional Redemption Notice,” and the date all of the Company sends holders of Notes received such notice is referred to as the “Company Optional Redemption Notice Date”). Each The Company may deliver only one Company Optional Redemption Notice hereunder in any given twenty (20) Trading Day period and each Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writingirrevocable. The Company Optional Redemption Notice shall state (x) state the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), ) which date shall not be prior to March 31, 2016, and shall not be less than sixty thirty (6030) days Trading Days nor more than one hundred (100) Trading Days following the Company Optional Redemption Notice Date, and (y) state the aggregate outstanding Principal Outstanding Amount of this Note the Notes which the Company has elected to be subject to is being redeemed in such Company Optional Redemption from the Holder and all of the other holders of the Notes pursuant to this Section 3(c)(v8(a) (and analogous provisions under the Other Notes) on the Company Optional Redemption Date. Notwithstanding anything to the contrary in this Section 3(c)(v), until the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holders into Conversion Shares pursuant to Section 3. If the Holder so elects, any or all of the Principal All Outstanding Amounts converted by the Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this Section 3(c)(v8(a) shall be made in accordance with Section 913. In the event of the Company’s redemption of any portion of this Note under this Section 8(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 redemption premium due under this Section 8(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. For the avoidance of doubt, the Company shall have no right to effect a Company Optional Redemption if any Event of Default has occurred and continuing, but any Event of Default shall have no effect upon the Holder’s right to convert this Note in its discretion.

Company Optional Redemption. If (i) at any time after the Issuance Date the arithmetic average Pursuant to Section 9 of the Weighted Average Price of Notes, the Common Stock for any ten (10) consecutive Trading Days equals or exceeds 125% Company hereby elects to redeem $ , of the Conversion Price (subject to appropriate adjustments pursuant to Section 6) and (ii) Amount of the Resale Condition has been satisfied Holder's Note outstanding as of the Company Optional Redemption Notice Date date hereof (as defined below), then the Company shall have the right, at its option and sole discretion, and without penalty, to redeem all or any such portion of the outstanding Principal under this Note (being redeemed, the “Company Optional Redemption AmountNote”) as designated in on the Company Optional Redemption Notice first (as defined below1st) (a “Company Optional Redemption”)Business Day following the date hereof. The portion of this Parties hereby agree that the Redemption Note subject will be redeemed pursuant to redemption under this Section shall be redeemed by the Company in cash 1 at a price equal to the sum of (i) 100% Conversion Amount of the outstanding Principal Redemption Note being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the “"Alternate Company Optional Redemption Price”). The Company may exercise its right ") (rather than at a price equal to require redemption under this Section by delivering a written notice by facsimile or overnight courier to the Holder (the “Company Optional Redemption Notice,” and the date the Company sends such notice is referred to as the “Company Optional Redemption Notice Date”). Each Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writing. The Company Optional Redemption Notice shall state (x) the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”Price), which date shall not be prior to March 31reducing the outstanding Conversion Amount of the Holder's Redemption Note on a dollar for dollar basis and, 2016, and shall not be less than sixty (60) days following solely in connection with the Company Optional Redemption Notice Date, and (y) the aggregate outstanding Principal of this Note which the Company has elected to be subject to Company Optional Redemption from the Holder pursuant to this Section 3(c)(v) on the Company Optional Redemption Date. Notwithstanding anything to the contrary described in this Section 3(c)(v)1, until the Holder hereby irrevocably waives any right to receive any portion of the Company Optional Redemption Price is paid, in full, excess of the Alternate Company Optional Redemption Price. Solely in connection with the Company Optional Redemption Amount may be converteddescribed in this Section 1, in whole or in partthe Holder hereby (i) waives any Equity Conditions Failure, by the Holders into Conversion Shares and (ii) waives any notice required pursuant to Section 3. If 9 of the Redemption Note and (iii) authorizes the Company to use amounts held in the Holder’s Holder Master Restricted Account to pay such Alternate Company Optional Redemption Price by instructing the Control Account Bank to release a cash amount equal to the Alternate Company Optional Redemption Price from the Holder's Holder Master Restricted Account and to transfer such amount by wire transfer of immediately available funds to the Holder so elects, any or all of pursuant to the Principal converted wire instructions delivered to the Company in writing by the Holder after prior to the Company Optional Redemption Notice Date shall reduce in satisfaction of the Company’s obligation to pay the Alternate Company Optional Redemption Price to the Holder. For the avoidance of doubt, immediately following the consummation of the Company Optional Redemption contemplated in this Section 1 (x) the remaining Conversion Amount of this the Holder's Note required to be redeemed on shall equal $ . and (y), the Company Optional Redemption Date. Redemptions made pursuant to this Section 3(c)(v) Note shall be made deemed satisfied in accordance with Section 9full, including without limitation, all principal, interest, Late Charges and any other amounts payable thereunder, shall be null and void and shall no longer be outstanding.

Company Optional Redemption. If (i) at At any time after the Issuance Date later of (x) thirty (30) calendar days after the arithmetic average of the Weighted Average Price of the Common Stock for any ten (10) consecutive Trading Days equals or exceeds 125% of the Conversion Price (subject to appropriate adjustments pursuant to Section 6) and (ii) the Resale Condition has been satisfied as of the Company Optional Redemption Notice Applicable Date (as defined below)in the Securities Purchase Agreement) and (y) the date no Equity Conditions Failure exists, then the Company shall have the right, at its option and sole discretion, and without penalty, right to redeem all or any portion all, but not less than all, of the outstanding Principal Conversion Amount then remaining under this Note (the “Company Optional Redemption Amount”) as designated in on the Company Optional Redemption Notice Date (each as defined below) (a “Company Optional Redemption”). The portion of this Note subject to redemption under pursuant to this Section 9(a) shall be redeemed by the Company in cash at a price equal to the sum of (i) 100% of the outstanding Principal being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the “Company Optional Redemption Price”) equal to 200% of the greater of (i) the Conversion Amount being redeemed as of the Company Optional Redemption Date and (ii) the product of (1) the Conversion Rate with respect to the Conversion Amount being redeemed as of the Company Optional Redemption Date multiplied by (2) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date immediately preceding such Company Optional Redemption Notice Date and ending on the Trading Day immediately prior to the date the Company makes the entire payment required to be made under this Section 9(a). The Company may exercise its right to require redemption under this Section 9(a) by delivering a written notice thereof by facsimile or electronic mail and overnight courier to all, but not less than all, of the Holder holders of Notes (the “Company Optional Redemption Notice,” and the date all of the Company sends holders of Notes received such notice is referred to as the “Company Optional Redemption Notice Date”). Each The Company may deliver only one Company Optional Redemption Notice hereunder and such Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writingirrevocable. The Company Optional Redemption Notice shall state (x) state the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), ) which date shall not be prior to March 31, 2016, and shall not be less than sixty ninety (6090) days Trading Days nor more than one hundred (100) Trading Days following the Company Optional Redemption Notice Date, and (y) certify that there has been no Equity Conditions Failure and (z) state the aggregate outstanding Principal Conversion Amount of this Note the Notes which the Company has elected to be subject to is being redeemed in such Company Optional Redemption from the Holder and all of the other holders of the Notes pursuant to this Section 3(c)(v9(a) (and analogous provisions under the Other Notes) on the Company Optional Redemption Date. Notwithstanding anything herein to the contrary in this Section 3(c)(v)contrary, until (i) if no Equity Conditions Failure has occurred as of the Company Optional Redemption Notice Date but an Equity Conditions Failure occurs at any time prior to the Company Optional Redemption Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the Equity Conditions Failure, the Company Optional Redemption shall be cancelled and the applicable Company Optional Redemption Notice shall be null and void and (ii) at any time prior to the date the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holders Holder into Conversion Shares shares of Common Stock pursuant to Section 3. If the Holder so elects, any or all of the Principal All Conversion Amounts converted by the Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this Section 3(c)(v9(a) shall be made in accordance with Section 12. In the event of the Company’s redemption of any portion of this Note under this Section 9, 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 redemption premium due under this Section 9 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. For the avoidance of doubt, the Company shall have no right to effect a Company Optional Redemption if any Event of Default has occurred and continuing, but any Event of Default shall have no effect upon the Holder’s right to convert this Note in its discretion.

Company Optional Redemption. If (i) at At any time after the Issuance Date the arithmetic average of the Weighted Average Price of the Common Stock for any ten (10) consecutive Trading Days equals or exceeds 125% of the Conversion Price (subject to appropriate adjustments pursuant to Section 6) and (ii) the Resale Condition has been satisfied as of the Company Optional Redemption Notice Date (as defined below), then the Company shall have the right, at its option and sole discretion, and without penalty, right to redeem all all, or any portion part, of the outstanding Principal Outstanding Amount then remaining under this Note (the each, a “Company Optional Redemption Amount”) as designated in on the Company Optional Redemption Notice Date (each as defined below) (each, a “Company Optional Redemption”). The portion of this Note subject to redemption under pursuant to this Section 8(a) shall be redeemed by the Company in cash at a price equal to the sum of (i) 100% of the outstanding Principal being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the each, a “Company Optional Redemption Price”)) equal to (a) the Outstanding Amount being redeemed as of the Company Optional Redemption Date, multiplied by (b) 120%. The Company may exercise its right to require redemption under this Section 8(a) by delivering a written notice thereof by facsimile or electronic mail and overnight courier to all, but not less than all, of the Holder holders of Notes (the “Company Optional Redemption Notice,” and the date all of the Company sends holders of Notes received such notice is referred to as the “Company Optional Redemption Notice Date”). Each The Company may deliver only one Company Optional Redemption Notice hereunder in any given twenty (20) Trading Day period and each Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writingirrevocable. The Company Optional Redemption Notice shall state (x) state the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), ) which date shall not be prior to March 31, 2016, and shall not be less than sixty thirty (6030) days Trading Days nor more than one hundred (100) Trading Days following the Company Optional Redemption Notice Date, and (y) state the aggregate outstanding Principal Outstanding Amount of this Note the Notes which the Company has elected to be subject to is being redeemed in such Company Optional Redemption from the Holder and all of the other holders of the Notes pursuant to this Section 3(c)(v8(a) (and analogous provisions under the Other Notes) on the Company Optional Redemption Date. Notwithstanding anything to the contrary in this Section 3(c)(v), until the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holders into Conversion Shares pursuant to Section 3. If the Holder so elects, any or all of the Principal All Outstanding Amounts converted by the Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this Section 3(c)(v8(a) shall be made in accordance with Section 913. In the event of the Company’s redemption of any portion of this Note under this Section 8(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 redemption premium due under this Section 8(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. For the avoidance of doubt, the Company shall have no right to effect a Company Optional Redemption if any Event of Default has occurred and continuing, but any Event of Default shall have no effect upon the Holder’s right to convert this Note in its discretion.

Company Optional Redemption. If (i) at At any time after January [25], 2032, so long as there is no Equity Conditions Failure on the Issuance Date the arithmetic average of the Weighted Average Price of the Common Stock for any ten (10) consecutive Trading Days equals or exceeds 125% of the Conversion Price (subject to appropriate adjustments pursuant to Section 6) and (ii) the Resale Condition has been satisfied as of the applicable Company Optional Redemption Notice Date (as defined below), then the Company shall have the right, at its option and sole discretion, and without penalty, right to redeem all or any portion of the Series A Preferred Shares then outstanding Principal under this Note (the “Company Optional Redemption Amount”) as designated in the applicable Company Optional Redemption Notice (as defined below) (the "Company Optional Redemption Shares") on the applicable Company Optional Redemption Date (a “"Company Optional Redemption”"). The portion of this Note subject to redemption under this Section Each Company Optional Redemption Share shall be redeemed by the Company on the applicable Company Optional Redemption Date in cash cash, without interest, at a price equal to the sum of (i) 100% of the outstanding Principal being redeemed plus (ii) any accrued and unpaid Interest on Conversion Amount of such outstanding Principal Company Optional Redemption Share (the “Company Optional Redemption Price”). The Company may exercise its right to require redemption redeem the Company Optional Redemption Shares under this Section 11(b)(i) by delivering a written notice by facsimile or overnight courier thereof to all, but not less than all, of the Holder Holders (the “a "Company Optional Redemption Notice,” " and the date the Company sends delivers such notice to all Holders is referred to as the “a "Company Optional Redemption Notice Date”"). Each Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writingirrevocable. The Each Company Optional Redemption Notice shall (A) state (x) the date on which the applicable Company Optional Redemption shall occur (the “a "Company Optional Redemption Date”"), which date shall be the forty fifth (45th) day (or, if such date falls on a day that is not be prior to March 31a Business Day, 2016, and shall not be less than sixty (60the next day that is a Business Day) days following the applicable Company Optional Redemption Notice Date, and (yB) state the aggregate outstanding Principal number of this Note the Series A Preferred Shares which the Company has elected to be subject to redeem from the Holders on the applicable Company Optional Redemption from the Holder pursuant to this Section 3(c)(vDate and (C) confirm that there is no Equity Conditions Failure on the Company Optional Redemption Date. Notwithstanding anything to the contrary in this Section 3(c)(v), until the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holders into Conversion Shares pursuant to Section 3. If the Holder so elects, any or all of the Principal converted by the Holder after the applicable Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this Section 3(c)(v) shall be made in accordance with Section 9.

Company Optional Redemption. If At any time that (i) at any time after the Issuance Date the arithmetic average of the Weighted Average Price of the Common Stock for any ten (10) consecutive Trading Days equals or exceeds 125% of the Conversion Price (subject to appropriate adjustments pursuant to Section 6) no Equity Conditions Failure exists and (ii) the Resale Condition Company has been satisfied obtained approval of its stockholders as required by the applicable rules of the Company Optional Redemption Notice Date Principal Market for issuances of shares of Common Stock in excess of the number of shares in the Exchange Cap (as defined belowin Section 3(d)(iii)) and such approval is effective, then the Company shall have the right, at its option and sole discretion, and without penalty, right to redeem all all, or any portion part, of the outstanding Principal Conversion Amount then remaining under this Note (the each, a “Company Optional Redemption Amount”) as designated in on the applicable Company Optional Redemption Notice Date (each as defined below) (each, a “Company Optional Redemption”). The portion of this Note subject to redemption under pursuant to this Section 8(a) shall be redeemed by the Company in cash at a price equal to the sum of (i) 100% of the outstanding Principal being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the each, a “Company Optional Redemption Price”)) equal to the applicable Optional Redemption Percentage of the Conversion Amount being redeemed as of the Company Optional Redemption Date. The Company may exercise its right to require redemption under this Section 8(a) by delivering a written notice thereof by facsimile or electronic mail and overnight courier to all, but not less than all, of the Holder holders of Notes (the “Company Optional Redemption Notice,” and the date all of the Company sends holders of Notes received such notice is referred to as the “Company Optional Redemption Notice Date”). Each The Company may deliver only one Company Optional Redemption Notice hereunder in any sixty (60) Trading Day period and each Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writingirrevocable. The Company Optional Redemption Notice shall state (x) state the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), ) which date shall not be prior to March 31, 2016, and shall not be less than sixty ten (6010) days Trading Days following the Company Optional Redemption Notice Date, and (y) certify that there has been no Equity Conditions Failure and (z) state the aggregate outstanding Principal Conversion Amount of this Note the Notes which the Company has elected to be subject to is being redeemed in such Company Optional Redemption from the Holder and all of the other holders of the Notes pursuant to this Section 3(c)(v8(a) (and analogous provisions under the Other Notes) on the Company Optional Redemption Date. Notwithstanding anything herein to the contrary in this Section 3(c)(v)contrary, until (i) if no Equity Conditions Failure has occurred as of the Company Optional Redemption Notice Date but an Equity Conditions Failure occurs at any time prior to the Company Optional Redemption Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the Equity Conditions Failure, the Company Optional Redemption shall be cancelled and the applicable Company Optional Redemption Notice shall be null and void and (ii) at any time prior to the date the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holders Holder into Conversion Shares shares of Common Stock pursuant to Section 3. If the Holder so elects, any or all of the Principal All Conversion Amounts converted by the Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this Section 3(c)(v8(a) shall be made in accordance with Section 912. In the event of the Company’s redemption of any portion of this Note under this Section 8(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. For the avoidance of doubt, the Company shall have no right to effect a Company Optional Redemption if any Event of Default has occurred and continuing, but any Event of Default shall have no effect upon the Holder’s right to convert this Note in its discretion. In connection with a redemption by the Company pursuant this Section 8(a), the Series B Warrants shall vest as to a number of shares of Common Stock underlying the Series B Warrants held by the Holder equal to the number of shares issuable upon conversion of the Company Optional Redemption Price at the Conversion Price, as adjusted hereunder, and the Company shall set forth the number of shares of Common Stock underlying the Series B Warrants that have vested in connection with the applicable Company Optional Redemption in the Company Optional Redemption Notice.

Company Optional Redemption. If (i) at any time after the Issuance Date the arithmetic average Pursuant to Section 9 of the Weighted Average Price of Notes, the Common Stock for any ten (10) consecutive Trading Days equals or exceeds 125% Company hereby elects to redeem $1,176,196.52, of the Conversion Price (subject to appropriate adjustments pursuant to Section 6) and (ii) Amount of the Resale Condition has been satisfied Holder's Note outstanding as of the Company Optional Redemption Notice Date date hereof (as defined below), then the Company shall have the right, at its option and sole discretion, and without penalty, to redeem all or any such portion of the outstanding Principal under this Note (being redeemed, the “Company Optional Redemption AmountNote”) as designated in on the Company Optional Redemption Notice first (as defined below1st) (a “Company Optional Redemption”)Business Day following the date hereof. The portion of this Parties hereby agree that the Redemption Note subject will be redeemed pursuant to redemption under this Section shall be redeemed by the Company in cash 1 at a price equal to the sum of (i) 100% Conversion Amount of the outstanding Principal Redemption Note being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the “"Alternate Company Optional Redemption Price”). The Company may exercise its right ") (rather than at a price equal to require redemption under this Section by delivering a written notice by facsimile or overnight courier to the Holder (the “Company Optional Redemption Notice,” and the date the Company sends such notice is referred to as the “Company Optional Redemption Notice Date”). Each Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writing. The Company Optional Redemption Notice shall state (x) the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”Price), which date shall not be prior to March 31reducing the outstanding Conversion Amount of the Holder's Redemption Note on a dollar for dollar basis and, 2016, and shall not be less than sixty (60) days following solely in connection with the Company Optional Redemption Notice Date, and (y) the aggregate outstanding Principal of this Note which the Company has elected to be subject to Company Optional Redemption from the Holder pursuant to this Section 3(c)(v) on the Company Optional Redemption Date. Notwithstanding anything to the contrary described in this Section 3(c)(v)1, until the Holder hereby irrevocably waives any right to receive any portion of the Company Optional Redemption Price is paid, in full, excess of the Alternate Company Optional Redemption Price. Solely in connection with the Company Optional Redemption Amount may be converteddescribed in this Section 1, in whole or in partthe Holder hereby (i) waives any Equity Conditions Failure, by the Holders into Conversion Shares and (ii) waives any notice required pursuant to Section 3. If 9 of the Redemption Note and (iii) authorizes the Company to use amounts held in the Holder’s Holder Master Restricted Account to pay such Alternate Company Optional Redemption Price by instructing the Control Account Bank to release a cash amount equal to the Alternate Company Optional Redemption Price from the Holder's Holder Master Restricted Account and to transfer such amount by wire transfer of immediately available funds to the Holder so elects, any or all of DOC ID - 25721154.6 pursuant to the Principal converted wire instructions delivered to the Company in writing by the Holder after prior to the Company Optional Redemption Notice Date shall reduce in satisfaction of the Company’s obligation to pay the Alternate Company Optional Redemption Price to the Holder. For the avoidance of doubt, immediately following the consummation of the Company Optional Redemption contemplated in this Section 1 (x) the remaining Conversion Amount of this the Holder's Note required to be redeemed on shall equal $1,112,855.48 and (y), the Company Optional Redemption Date. Redemptions made pursuant to this Section 3(c)(v) Note shall be made deemed satisfied in accordance with Section 9full, including without limitation, all principal, interest, Late Charges and any other amounts payable thereunder, shall be null and void and shall no longer be outstanding.

Company Optional Redemption. If (i) at At any time after the Issuance Date the arithmetic average of the Weighted Average Price of the Common Stock for any ten (10) consecutive Trading Days equals or exceeds 125% of the Conversion Price (subject to appropriate adjustments pursuant to Section 6) and (ii) the Resale Condition has been satisfied as of the Company Optional Redemption Notice Date (as defined below)time, then the Company shall have the right, at its option and sole discretion, and without penalty, right to redeem all all, or any portion of portion, including the outstanding Principal full amount of, the Conversion Amount then remaining under this Note (the “Company Optional Redemption Amount”) as designated in on the Company Optional Redemption Notice Date (each as defined below) (a “Company Optional Redemption”). The portion of this Note subject to redemption under pursuant to this Section 8 shall be redeemed by the Company in cash at a price equal to the sum of (i) 100% of the outstanding Principal being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the “Company Optional Redemption Price”)) equal to the greater of (i) 120% of the Conversion Amount being redeemed as of the Company Optional Redemption Date and (ii) the product of (1) the Conversion Rate with respect to the Conversion Amount being redeemed as of the Company Optional Redemption Date multiplied by (2) the greatest Closing Sale Price of the Common Shares on any Trading Day during the period commencing on the date immediately preceding such Company Optional Redemption Notice Date and ending on the Trading Day immediately prior to the date the Company makes the entire payment required to be made under this Section 8. The Company may exercise its right to require redemption under this Section 8 by delivering a written notice thereof by facsimile or overnight courier electronic mail to one or more of the Holder holders of Notes (the “Company Optional Redemption Notice,” and the date all of the Company sends holders of Notes received such notice is referred to as the “Company Optional Redemption Notice Date”). All Company Optional Redemption Notices shall be irrevocable. Each Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writing. The Company Optional Redemption Notice shall state (x) state the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), ) which date shall not be prior to March 31, 2016, and shall not be less than sixty ten (6010) days Trading Days nor more than twenty (20) Trading Days following the Company Optional Redemption Notice Date, and (y) state the aggregate outstanding Principal Conversion Amount of this Note the Notes which the Company has elected to be subject to is being redeemed in such Company Optional Redemption from the Holder and all of the other holders of the Notes pursuant to this Section 3(c)(v8 (and analogous provisions under the Other Notes) on the Company Optional Redemption Date. Notwithstanding anything herein to the contrary in this Section 3(c)(v)contrary, until at any time prior to the date the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holders Holder into Conversion Common Shares pursuant to Section 3. If the Holder so elects, any or all of the Principal All Conversion Amounts converted by the Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this Section 3(c)(v) 8 shall be made in accordance with Section 912. In the event of the Company’s redemption of any portion of this Note under this Section 8, 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 redemption premium due under this Section 9 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. For the avoidance of doubt, the Company shall have no right to effect a Company Optional Redemption if any Event of Default has occurred and continuing, but any Event of Default shall have no effect upon the Holder’s right to convert this Note in its discretion.

Company Optional Redemption. If (i) at At any time or times after the date set out above as the Issuance Date (the arithmetic average of the Weighted Average Price of the Common Stock for any ten (10) consecutive Trading Days equals or exceeds 125% of the Conversion Price (subject to appropriate adjustments pursuant to Section 6) and (ii) the Resale Condition has been satisfied as of the Company Optional Redemption Notice Date (as defined below“Issuance Date”), then the Company shall have the rightright to redeem, at its option and sole discretionin whole or in part, and without penalty, to redeem all or any portion of the outstanding Principal Conversion Amount (as defined below) then remaining under this Note (the each, a “Company Optional Redemption Amount”) as designated in the on a Company Optional Redemption Notice Date (each as defined below) (each, a “Company Optional Redemption”). The portion of this Note subject to redemption under pursuant to this Section 2 shall be redeemed by the Company in cash at a price equal to the sum of (i) 100% of the outstanding Principal being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the “Company Optional Redemption Price”)) equal to 118% of the Conversion Amount being redeemed as of the Company Optional Redemption Date. The Company may exercise its right to require redemption under this Section 2 by delivering a written notice thereof by facsimile or and overnight courier to all, but not less than all, of the Holder holders of Notes (the each, a “Company Optional Redemption Notice,” and the date all of the Company sends holders of Notes received such notice is referred to as the “Company Optional Redemption Notice Date”). Each The Company may deliver only one Company Optional Redemption Notice hereunder in any twenty (20) Trading Day period and such Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writingirrevocable. The Company Optional Redemption Notice shall state (x) state the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), which date shall not be prior to March 31, 2016, and shall not be less than sixty five (605) days Trading Days nor more than ninety (90) Trading Days following the Company Optional Redemption Notice Date, and (y) state the aggregate outstanding Principal Conversion Amount of this Note the Notes which the Company has elected to be subject to is being redeemed in such Company Optional Redemption from the Holder and all of the other holders of the Notes pursuant to this Section 3(c)(v) 2 on the Company Optional Redemption Date. Notwithstanding anything herein to the contrary in this Section 3(c)(v)contrary, until at any time prior to the date the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holders Holder into Conversion Shares shares of Common Stock pursuant to Section 3. If the Holder so elects, any or all of the Principal All Conversion Amounts converted by the Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. 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 writing to the Company. Redemptions made pursuant to this Section 3(c)(v) 2 shall be made in accordance with Section 911. In the event of the Company’s redemption of any portion of this Note under this Section 2, 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 redemption premium due under this Section 2 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. If the Company elects to cause a Company Optional Redemption of this Note pursuant to Section 2, then it must simultaneously take the same action with respect to all of the Other Notes.

Company Optional Redemption. If (i) at At any time or times after the Original Issuance Date the arithmetic average of the Weighted Average Price of the Common Stock for any ten (10) consecutive Trading Days equals or exceeds 125% of the Conversion Price (subject to appropriate adjustments pursuant to Section 6) and (ii) the Resale Condition has been satisfied as of the Company Optional Redemption Notice Date (as defined below)Date, then the Company shall have the rightright to redeem, at its option and sole discretionin whole or in part, and without penalty, to redeem all or any portion of the outstanding Principal Conversion Amount (as defined below) then remaining under this Note (the each, a “Company Optional Redemption Amount”) as designated in the on a Company Optional Redemption Notice Date (each as defined below) (each, a “Company Optional Redemption”). The portion of this Note subject to redemption under pursuant to this Section 2 shall be redeemed by the Company in cash at a price equal to the sum of (i) 100% of the outstanding Principal being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the “Company Optional Redemption Price”)) equal to 118% of the Conversion Amount being redeemed as of the Company Optional Redemption Date. The Company may exercise its right to require redemption under this Section 2 by delivering a written notice thereof by facsimile or and overnight courier to all, but not less than all, of the Holder holders of Notes (the each, a “Company Optional Redemption Notice,” and the date all of the Company sends holders of Notes received such notice is referred to as the “Company Optional Redemption Notice Date”). Each The Company may deliver only one Company Optional Redemption Notice hereunder in any twenty (20) Trading Day period and such Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writingirrevocable. The Company Optional Redemption Notice shall state (x) state the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), which date shall not be prior to March 31, 2016, and shall not be less than sixty five (605) days Trading Days nor more than ninety (90) Trading Days following the Company Optional Redemption Notice Date, and (y) state the aggregate outstanding Principal Conversion Amount of this Note the Notes which the Company has elected to be subject to is being redeemed in such Company Optional Redemption from the Holder and all of the other holders of the Notes pursuant to this Section 3(c)(v) 2 on the Company Optional Redemption Date. Notwithstanding anything herein to the contrary in this Section 3(c)(v)contrary, until at any time prior to the date the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holders Holder into Conversion Shares shares of Common Stock pursuant to Section 3. If the Holder so elects, any or all of the Principal All Conversion Amounts converted by the Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. 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 writing to the Company. Redemptions made pursuant to this Section 3(c)(v) 2 shall be made in accordance with Section 911. In the event of the Company’s redemption of any portion of this Note under this Section 2, 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 redemption premium due under this Section 2 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. If the Company elects to cause a Company Optional Redemption of this Note pursuant to Section 2, then it must simultaneously take the same action with respect to all of the Other Notes.

Company Optional Redemption. If (i) at any time after the Issuance Date the arithmetic average of the Weighted Average Issuance Date, (x) the Company enters into a binding agreement for a Fundamental Transaction, or (y) the Closing Sale Price of the Common Stock for any ten (10) consecutive Shares listed on the Trading Days equals or Market exceeds 125300% of the Conversion Price for thirty (subject to appropriate adjustments pursuant to Section 630) and (ii) the Resale Condition has been satisfied as of the Company Optional Redemption Notice Date (as defined below)consecutive calendar days, then then, in each case, the Company shall have the right, at its option and sole discretion, and without penalty, right to redeem all or any portion all, but not less than all, of the outstanding Principal Conversion Amount then remaining under this Note (the “Company Optional Redemption Amount”) as designated in the on a Company Optional Redemption Notice Date (as defined below) (a “Company Optional Redemption”). The portion of this Note subject to redemption under this Section Company Optional Redemption Amount shall be redeemed by the Company in cash at a price equal to the sum of (i) 100% of the outstanding Principal being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the “Company Optional Redemption Price”)) equal to 115% of the greater of (i) the Conversion Amount to be redeemed (as calculated through the Company Optional Redemption Date) and (ii) the product of (A) the Conversion Rate with respect to such Conversion Amount in effect at such time as the Company delivers a Company Optional Redemption Notice (as defined below) and (B) the greatest Closing Sale Price of the Common Shares on any Trading Day during the period commencing on the Company Optional Redemption Notice Date and ending on the date immediately prior to the Company Optional Redemption Date. The Company may exercise its right to require redemption under this Section 5 by delivering a an irrevocable written notice thereof by facsimile or electronic mail and overnight courier to the Holder (the “Company Optional Redemption Notice,” and the date the Company sends Holder received such notice is referred to as the “Company Optional Redemption Notice Date”). Each Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writing. The Company Optional Redemption Notice shall state (x) the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), ) which date shall not be prior to March 31, 2016, and shall not be less than thirty (30) calendar days nor more than sixty (60) calendar days following the Company Optional Redemption Notice Date, and (y) the aggregate outstanding Principal of this Note which the Company has elected to be subject to Company Optional Redemption from the Holder pursuant to this Section 3(c)(v) on the Company Optional Redemption Date. Notwithstanding anything herein to the contrary in this Section 3(c)(v)contrary, until at any time prior to the date the Company Optional Redemption Price is paid, paid in full, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holders Holder into Conversion Common Shares pursuant to Section 3. If 4; provided, that if the Holder so electsexercises its right to convert the Company Optional Redemption Amount pursuant to this sentence, any or all then such Conversion Amount shall be deemed to be equal to the Company Optional Redemption Price for purposes of determining the Principal number of Conversion Shares the Holder is entitled to receive upon such conversion (and only for such purposes). All Conversion Amounts converted by the Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this Section 3(c)(v) shall be made in accordance with Section 9.

Company Optional Redemption. If (i) at any time after the Issuance Date the arithmetic average Pursuant to Section 9 of the Weighted Average Price Notes, the Company hereby elects to redeem the Holder's Holder Pro Rata Amount of the Common Stock for any ten (10) consecutive Trading Days equals or exceeds 125% $35,560,153 which is , of the Conversion Price (subject to appropriate adjustments pursuant to Section 6) and (ii) Amount of the Resale Condition has been satisfied Holder's Note outstanding as of the date hereof (the "February 2017 Company Optional Redemption Notice Date Price") on the first (as defined below), then 1st) Business Day following the Company shall have the right, at its option and sole discretion, and without penalty, to redeem all or any portion of the outstanding Principal under this Note (the “Company Optional Redemption Amount”) as designated in the Company Optional Redemption Notice (as defined below) (a “Company Optional Redemption”)date hereof. The portion of this Note subject Parties hereby agree that the Notes will be redeemed pursuant to redemption under this Section shall be redeemed by the Company in cash 1 at a price equal to the sum of (i) 100% Conversion Amount of the outstanding Principal Note being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the “"Alternate Company Optional Redemption Price”). The Company may exercise its right ") (rather than at a price equal to require redemption under this Section by delivering a written notice by facsimile or overnight courier to the Holder (the “Company Optional Redemption Notice,” and the date the Company sends such notice is referred to as the “Company Optional Redemption Notice Date”). Each Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writing. The Company Optional Redemption Notice shall state (x) the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”Price), which date shall not be prior to March 31reducing the outstanding Conversion Amount of the Holder's Note on a dollar for dollar basis and, 2016, and shall not be less than sixty (60) days following solely in connection with the Company Optional Redemption Notice Date, and (y) the aggregate outstanding Principal of this Note which the Company has elected to be subject to Company Optional Redemption from the Holder pursuant to this Section 3(c)(v) on the Company Optional Redemption Date. Notwithstanding anything to the contrary described in this Section 3(c)(v)1, until the Holder hereby irrevocably waives any right to receive any portion of the Company Optional Redemption Price is paid, in full, excess of the Alternate Company Optional Redemption Price. Solely in connection with the Company Optional Redemption Amount may be converteddescribed in this Section 1, in whole or in partthe Holder hereby (i) waives any Equity Conditions Failure, by the Holders into Conversion Shares (ii) waives any notice required pursuant to Section 3. If 9 of the Note and (iii) authorizes the Company to use amounts held in the Holder’s Holder Master Restricted Account to pay such Alternate Company Optional Redemption Price by instructing the Control Account Bank to release from the Holder's Holder Master Restricted Account and to transfer such amount by wire transfer of immediately available funds to the Holder so elects, any or all of pursuant to the Principal converted wire instructions delivered to the Company in writing by the Holder after prior to the Company Optional Redemption Notice Date shall reduce in satisfaction of the February 2017 Company Optional Redemption Price. For the avoidance of doubt, immediately following the consummation of the Company Optional Redemption contemplated in this Section 1, the remaining Conversion Amount of this the Holder's Note required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this Section 3(c)(v) shall be made in accordance with Section 9equal .

Company Optional Redemption. If (i) at At any time after the Issuance Date the arithmetic average of the Weighted Average Price of the Common Stock for any ten (10) consecutive Trading Days equals or exceeds 125% of the Conversion Price (subject to appropriate adjustments pursuant to Section 6) and (ii) the Resale Condition has been satisfied as of the Company Optional Redemption Notice Date (as defined below)no Equity Conditions Failure exists, then the Company shall have the right, at its option and sole discretion, and without penalty, right to redeem all all, or any portion part, of the outstanding Principal Conversion Amount then remaining under this Note (the each, a “Company Optional Redemption Amount”) as designated in on the applicable Company Optional Redemption Notice Date (each as defined below) (each, a “Company Optional Redemption”). The portion of this Note subject to redemption under pursuant to this Section 8(a) shall be redeemed by the Company in cash at a price equal to the sum of (i) 100% of the outstanding Principal being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the each, a “Company Optional Redemption Price”)) equal to the applicable Optional Redemption Percentage of the Conversion Amount being redeemed as of the Company Optional Redemption Date. The Company may exercise its right to require redemption under this Section 8(a) by delivering a written notice thereof by facsimile or electronic mail and overnight courier to all, but not less than all, of the Holder holders of Notes (the “Company Optional Redemption Notice,” and the date all of the Company sends holders of Notes received such notice is referred to as the “Company Optional Redemption Notice Date”). Each The Company may deliver only one Company Optional Redemption Notice hereunder in any sixty (60) Trading Day period and each Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writingirrevocable. The Company Optional Redemption Notice shall state (x) state the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), ) which date shall not be prior to March 31, 2016, and shall not be less than sixty ten (6010) days Trading Days following the Company Optional Redemption Notice Date, and (y) certify that there has been no Equity Conditions Failure and (z) state the aggregate outstanding Principal Conversion Amount of this Note the Notes which the Company has elected to be subject to is being redeemed in such Company Optional Redemption from the Holder and all of the other holders of the Notes pursuant to this Section 3(c)(v8(a) (and analogous provisions under the Other Notes) on the Company Optional Redemption Date. Notwithstanding anything herein to the contrary in this Section 3(c)(v)contrary, until (i) if no Equity Conditions Failure has occurred as of the Company Optional Redemption Notice Date but an Equity Conditions Failure occurs at any time prior to the Company Optional Redemption Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the Equity Conditions Failure, the Company Optional Redemption shall be cancelled and the applicable Company Optional Redemption Notice shall be null and void and (ii) at any time prior to the date the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holders Holder into Conversion Shares shares of Common Stock pursuant to Section 3. If the Holder so elects, any or all of the Principal All Conversion Amounts converted by the Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this Section 3(c)(v8(a) shall be made in accordance with Section 912. In the event of the Company’s redemption of any portion of this Note under this Section 8(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 redemption premium due under this Section 8(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. For the avoidance of doubt, the Company shall have no right to effect a Company Optional Redemption if any Event of Default has occurred and continuing, but any Event of Default shall have no effect upon the Holder’s right to convert this Note in its discretion. In connection with a redemption by the Company pursuant this Section 8(a), the Series B Warrants shall vest as to a number of shares of Common Stock underlying the Series B Warrants held by the Holder equal to the number of shares issuable upon conversion of the Company Optional Redemption Price at the Conversion Price, as adjusted hereunder, and the Company shall set forth the number of shares of Common Stock underlying the Series B Warrants that have vested in connection with the applicable Company Optional Redemption in the Company Optional Redemption Notice.

Company Optional Redemption. If (i) at At any time or times after the date set out above as the Issuance Date (the arithmetic average of the Weighted Average Price of the Common Stock for any ten (10) consecutive Trading Days equals or exceeds 125% of the Conversion Price (subject to appropriate adjustments pursuant to Section 6) and (ii) the Resale Condition has been satisfied as of the Company Optional Redemption Notice Date (as defined below“Issuance Date”), then the Company shall have the rightright to redeem, at its option and sole discretionin whole or in part, and without penalty, to redeem all or any portion of the outstanding Principal Conversion Amount (as defined below) then remaining under this Note (the each, a “Company Optional Redemption Amount”) as designated in the on a Company Optional Redemption Notice Date (each as defined below) (each, a “Company Optional Redemption”). The portion of this Note subject to redemption under pursuant to this Section 2 shall be redeemed by the Company in cash at a price equal to the sum of (i) 100% of the outstanding Principal being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the “Company Optional Redemption Price”)) equal to 118% of the Conversion Amount being redeemed as of the Company Optional Redemption Date. The Company may exercise its right to require redemption under this Section 2 by delivering a written notice thereof by facsimile or and overnight courier to the Holder of this Note (the each, a “Company Optional Redemption Notice,” and the date the Company sends Holder of this Note received such notice is referred to as the “Company Optional Redemption Notice Date”). Each The Company may deliver only one Company Optional Redemption Notice hereunder in any twenty (20) Trading Day period and such Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writingirrevocable. The Company Optional Redemption Notice shall state (x) state the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), which date shall not be prior to March 31, 2016, and shall not be less than sixty five (605) days Trading Days nor more than ninety (90) Trading Days following the Company Optional Redemption Notice Date, and (y) state the aggregate outstanding Principal Conversion Amount of this Note which the Company has elected to be subject to is being redeemed in such Company Optional Redemption from the Holder pursuant to this Section 3(c)(v) on the Company Optional Redemption Date. Notwithstanding anything herein to the contrary in this Section 3(c)(v)contrary, until at any time prior to the date the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holders Holder into Conversion Shares shares of Common Stock pursuant to Section 3. If the Holder so elects, any or all of the Principal All Conversion Amounts converted by the Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. 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 writing to the Company. Redemptions made pursuant to this Section 3(c)(v) 2 shall be made in accordance with Section 911. In the event of the Company’s redemption of any portion of this Note under this Section 2, 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 redemption premium due under this Section 2 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.

Company Optional Redemption. If (i) Subject to the provisions of this Section 7(a), at any time after the Original Issuance Date the arithmetic average of the Weighted Average Price of the Common Stock for any ten (10) consecutive Trading Days equals or exceeds 125% of the Conversion Price (subject to appropriate adjustments pursuant to Section 6) and (ii) the Resale Condition has been satisfied as of the Company Optional Redemption Notice Date (as defined below)provided no Equity Conditions Failure then exists, then the Company shall have the right, at its option and sole discretion, and without penalty, right to redeem all all, but not less than all, of the then outstanding principal amount of this Note, plus accrued but unpaid interest thereon, Make-Whole Amount, Late Fees, liquidated damages and other amounts owing in respect thereof through the Company Optional Redemption Date (provided, however, that with the prior written consent of the Holder, which consent may be withheld, delayed or conditioned in the sole discretion of such Holder, the Company shall have the right to redeem any portion (which may be less than all) of the then outstanding Principal under principal amount of this Note Note, plus accrued but unpaid interest thereon, Make-Whole Amount, Late Fees, liquidated damages and other amounts owing in respect thereof through the Company Optional Redemption Date), for a cash redemption price equal to the Company Optional Redemption Amount on the Company Optional Redemption Date (the “Company Optional Redemption Amount”) as designated in the Company Optional Redemption Notice (as defined below) (a “Company Optional Redemption”). The portion of this Note subject to redemption under this Section shall be redeemed by the Company in cash at a price equal to the sum of (i) 100% of the outstanding Principal being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the “Company Optional Redemption Price”). The Company may exercise its right to require redemption under this Section 7(a) by delivering a written notice thereof by facsimile or overnight courier electronic mail to all, but not less than all, of the Holder holders of Notes (the “Company Optional Redemption Notice,” and the date all of the Company sends holders of Notes received such notice is referred to as the “Company Optional Redemption Notice Date”). Each The Company may deliver one or more Company Optional Redemption Notices hereunder and each such Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writingirrevocable. The Each such Company Optional Redemption Notice shall state (x) state the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), which date shall not be prior to March 31, 2016, and shall not be less than sixty five (605) days Trading Days nor more than twenty (20) Trading Days following the Company Optional Redemption Notice Date, and (y) certify that there has been no Equity Conditions Failure and (z) state the aggregate outstanding Principal amount of this Note the Notes which the Company has elected to be subject to are being redeemed in such Company Optional Redemption from the Holder and all of the other holders of the Notes pursuant to this Section 3(c)(v7(a) on and the total Company Optional Redemption Amount to be paid by the Company in cash to the Holder and all of the other holders of the Notes in such Company Optional Redemption pursuant to this Section 7(a). Notwithstanding anything herein to the contrary, (i) if no Equity Conditions Failure has occurred as of the Company Optional Redemption Notice Date but an Equity Conditions Failure occurs at any time prior to the Company Optional Redemption Date. Notwithstanding anything , (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the contrary in this Section 3(c)(v)Holder waives the Equity Conditions Failure, until the Company Optional Redemption Price shall be cancelled and the applicable Company Optional Redemption Notice shall be null and void and (ii) at any time prior to the date the Company Optional Redemption Amount (together with any Late Charges thereon) is paid, paid in full, but subject to Section 4(d), the Company Optional Redemption Amount (together with any Late Charges thereon) may be converted, in whole or in part, by the Holders Holder, at its option and in its sole discretion, into Conversion Shares Common Stock pursuant to and in accordance with the conversion procedures set forth in Section 34 hereunder, mutatis mutandis. If the Holder so elects, any or all The portion of the Principal Company Optional Redemption Amount converted by the Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed paid by the Company to the Holder on the applicable Company Optional Redemption Date. Redemptions made The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Company Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. If the Company elects to cause an Company Optional Redemption of this Note pursuant to this Section 3(c)(v) shall be made in accordance 7(a), then it must simultaneously take the same action with Section 9respect to all of the other Notes.

Company Optional Redemption. (a) If (i) at any time after the Issuance Closing Date the arithmetic average of the Weighted Average Closing Sale Price of the Common Stock listed on the Principal Market exceeds the Conversion Rate by 200% for any ten thirty (1030) consecutive Trading Days equals or exceeds 125% of days (the Conversion Price (subject to appropriate adjustments pursuant to Section 6) “Company Optional Redemption Measuring Period”), and (ii) the Resale Condition has been satisfied as of the Company Optional Redemption Notice Date (as defined below)no Equity Conditions Failure then exists, then the Company shall have the right, at its option and sole discretion, and without penalty, right to redeem all or any portion of the outstanding Principal Conversion Amount then remaining under this Note (the “Company Optional Redemption Amount”) as designated in on the Company Optional Redemption Notice Date (each as defined below) (a “Company Optional Redemption”). The portion of this Note subject to redemption under pursuant to this Section 11 shall be redeemed by the Company in cash at a price equal to the sum of (i) 100% of the outstanding Principal being redeemed plus (ii) any accrued and unpaid Interest on such outstanding Principal (the “Company Optional Redemption Price”)) equal to 130% of the Conversion Amount being redeemed. The Company may exercise its right to require redemption under this Section 11 by delivering a an irrevocable written notice thereof by facsimile or facsimile, electronic mail and overnight courier to all, but not less than all, of the Holder holders of Notes (the “Company Optional Redemption Notice,” and the date all of the Company sends holders of Notes received such notice is referred to as the “Company Optional Redemption Notice Date”). Each The Company may not effect more than one (1) Company Optional Redemption Notice shall be irrevocable unless revocation by the Company is consented to by the Holder in writingany thirty (30) Trading Day period. The Company Optional Redemption Notice shall state (x) state the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), ) which date shall not be prior to March 31, 2016, and shall not be less than sixty twenty (6020) days Trading Days nor more than thirty (30) Trading Days following the Company Optional Redemption Notice Date, and (y) certify that no Equity Conditions Failure exists as of the date of the Company Optional Redemption Notice, and (z) state the aggregate outstanding Principal Conversion Amount of this Note the Notes which the Company has elected to be subject to is being redeemed in such Company Optional Redemption from the Holder and all of the other holders of the Notes pursuant to this Section 3(c)(v11 (and analogous provisions under the Other Notes) on the Company Optional Redemption Date. Notwithstanding anything herein to the contrary in this Section 3(c)(v)contrary, until (i) if an Equity Conditions Failure occurs at any time prior to the Company Optional Redemption Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the applicable Equity Conditions Failure, the Company Optional Redemption shall be cancelled and the applicable Company Optional Redemption Notice shall be null and void and (ii) at any time prior to the date the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holders into Conversion Shares shares of Common Stock pursuant to Section 3. If the Holder so elects, any or all of the Principal All Conversion Amounts converted by the Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this Section 3(c)(v) 11 shall be made in accordance with Section 912.